Company Registration No. 07172302 (England and Wales)
LAMMA Limited
Annual report and financial statements
for the year ended 31 December 2022
LAMMA Limited
Company information
Directors
Simon Foster
Leighton Newbury
(Appointed 29 October 2022)
Jonathon Whiteley
(Appointed 29 October 2022)
Company number
07172302
Registered office
Unit 4 Fulwood Park
Caxton Road
Fulwood
Preston
PR2 9NZ
Independent auditor
BDO LLP
55 Baker Street
London
W1U 7EU
LAMMA Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 7
Statement of comprehensive income
8
Statement of financial position
9
Notes to the financial statements
10 - 17
LAMMA Limited
Directors' report
For the year ended 31 December 2022
Page 1

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be that of operating the annual LAMMA and CropTec show.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Anup Bagaria
(Resigned 29 October 2022)
Simon Foster
Robert Gray
(Resigned 29 October 2022)
Amanda Ratner
(Resigned 29 October 2022)
Michael Struble
(Resigned 29 October 2022)
Leighton Newbury
(Appointed 29 October 2022)
Jonathon Whiteley
(Appointed 29 October 2022)
Auditor

BDO LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible 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:

 

 

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.

LAMMA Limited
Directors' report (continued)
For the year ended 31 December 2022
Page 2
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

The company is financially supported by Arc Investco Limited which has confirmed that it will continue to provide ongoing financial support to the company for the foreseeable future and a period of at least 12 months plus one day from the issuance of the financial statements.

The Directors recognize there are sufficient profits generated by the company and deem no need for the company to rely on the financial support of Arc Investco Limited. The directors have made appropriate enquiries of Arc Investco Limited to gain assurance that the group can provide ongoing support if required.

The directors have reviewed the current profits of the company and results of Lamma Limited and the additional credit facilities available to it and feel confident that its parent will be able to provide the support to the company and will not redact it.

On the basis of the company’s business activity, together with the available financial support from its parent, the directors have a reasonable expectation that the company will be able to continue operations for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Simon Foster
Director
2 November 2023
LAMMA Limited
Independent auditor's report
To the member of LAMMA Limited
Page 3
Opinion

In our opinion the financial statements:

We have audited the financial statements of LAMMA Limited (“the Company”) for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the Statement of Changes in Equity 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).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remain 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.

 

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.

LAMMA Limited
Independent auditor's report (continued)
To the member of LAMMA Limited
Page 4

Other information

The directors are responsible for the other information. The other information comprises the information included in the Directors report and financial statements 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.

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.

Other Companies Act 2006 reporting

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

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 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:

Responsibilities of directors

As explained more fully in the Directors’ responsibilities statement, 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.

LAMMA Limited
Independent auditor's report (continued)
To the member of LAMMA Limited
Page 5
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.

Extent to which the audit was capable of detecting irregularities, including fraud

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:

Non-compliance with laws and regulations

 

Based on:

 

We considered the significant laws and regulations to be Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice), the Companies Act of 2006, Data Protection Act 2018, General Data Protection Regulation (GDPR), and UK tax legislation.

 

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be regulations such as National Insurance and VAT requirements.

 

Our procedures in respect of the above included:

LAMMA Limited
Independent auditor's report (continued)
To the member of LAMMA Limited
Page 6

Fraud

 

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

 

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and revenue.

 

Our procedures in respect of the above included:

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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 by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

 

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

LAMMA Limited
Independent auditor's report (continued)
To the member of LAMMA Limited
Page 7
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.

Peter Smithson (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
Date
3 November 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
LAMMA Limited
Statement of comprehensive income
For the year ended 31 December 2022
Page 8
2022
2021
Notes
£
£
Turnover
3,395,693
440,454
Cost of sales
(2,117,013)
(1,006,480)
Gross profit/(loss)
1,278,680
(566,026)
Administrative expenses
(50,590)
(56,470)
Profit/(loss) before taxation
1,228,090
(622,496)
Tax on profit/(loss)
5
(228,191)
113,673
Profit/(loss) for the financial year
999,899
(508,823)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 10 to 17 form part of these financial statements.

LAMMA Limited
Statement of financial position
As at 31 December 2022
Page 9
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
7
1
1
Current assets
Debtors
9
3,647,328
2,396,359
Cash at bank and in hand
921,347
825,879
4,568,675
3,222,238
Creditors: amounts falling due within one year
10
(3,563,503)
(3,216,965)
Net current assets
1,005,172
5,273
Net assets
1,005,173
5,274
Capital and reserves
Called up share capital
6
6
Capital redemption reserve
1
1
Profit and loss reserves
1,005,166
5,267
Total equity
1,005,173
5,274

The notes on pages 10 to 17 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 2 November 2023 and are signed on its behalf by:
Simon Foster
Director
Company Registration No. 07172302 (England and Wales)
LAMMA Limited
Notes to the financial statements
For the year ended 31 December 2022
Page 10
1
Accounting policies
Company information

LAMMA Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, PR2 9NZ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in pound sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

The financial statements of the company are consolidated in the financial statements of Arc Investco Limited as at 31 December 2022. These consolidated financial statements are available from its registered office, Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, PR2 9NZ.

1.2
Going concern

The company is financially supported by Arc Investco Limited which has confirmed that it will continue to provide ongoing financial support to the company for the foreseeable future and a period of at least 12 months plus one day from the issuance of the financial statements.true

The Directors recognize there are sufficient profits generated by the company and deem no need for the company to rely on the financial support of Arc Investco Limited. The directors have made appropriate enquiries of Arc Investco Limited to gain assurance that the group can provide ongoing support if required.

The directors have reviewed the current profits of the company and results of Lamma Limited and the additional credit facilities available to it and feel confident that its parent will be able to provide the support to the company and will not redact it.

On the basis of the company’s business activity, together with the available financial support from its parent, the directors have a reasonable expectation that the company will be able to continue operations for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 11
1.3
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

 

Turnover is recognised at the fair value of the consideration received or receivable for ticket sales in relation to events organisation by the business, and is shown net of VAT and other sales related taxes. Turnover is recognised when the relevant event takes place.

 

Sponsorship revenue is recognised when the event takes place.

 

Advance ticket sales for events are deferred in full on inception and subsequently recognised in profit and loss when the event takes place. Invoices raised in advance where the debt is not due at the balance sheet date are not recognised in debtors and deferred revenue.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired as a result of internal development are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Costs are capitalised when it is feasible that the asset will be completed, there is an intention to use the asset, the asset will generate future economic benefits, resources are available to complete the asset and expenditure can be measured reliably.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software development
5 years straight line
1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 12
1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 13
1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10

Prepaid events costs

Costs incurred on specific events (LAMMA and Croptec) excluding wages, are capitalised at inception and recognised as prepaid events costs within prepayments, provided the costs are expected to be recoverable (i.e. future income for the event is expected to exceed both costs incurred up to the reporting date and future costs for the event). Each event is treated as a specific standalone project. Event costs are expensed in full once the event has taken place.

1.11

Exceptional costs

Exceptional items are transactions that the directors consider do not fall within the ordinary activities of the Company and are presented separately in the Statement of Comprehensive Income due to their nature or size.

LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 14
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Recoverability of amounts owed by group undertakings

Provision for impairment of the carrying value of amounts owed by group undertakings is made based on management's estimate of the prospect of recovering the amounts due, which includes considering the solvency of the counterparty and its future outlook, based on budgets and forecasts prepared by management.

3
Exceptional item
2022
2021
£
£
Expenditure
Event cancellation costs
-
0
520,332

The 2021 LAMMA event was required to be cancelled due to the COVID-19 outbreak. The above prior year costs relate to cancellation costs which were unable to be recovered.

4
Employees

Prior to acquisition during 2021 by Arc Media Holdings Limited, LAMMA Limited had 2 directors. During such periods, wages and salaries were recharged to LAMMA Limited from fellow subsidiary company Farmers Guardian Limited. The total Wages and Salaries recharge for this year was £nil (2021: £460,001).

 

Following the acquisition, the newly installed directors were remunerated through the new parent company, being Arc Media Holdings Limited. No recharge is made for their services as director of this company.

 

 

LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 15
5
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
231,237
(113,673)
Adjustments in respect of prior periods
(3,046)
-
0
Total current tax
228,191
(113,673)
6
Intangible fixed assets
Other
£
Cost
At 1 January 2022 and 31 December 2022
202,611
Amortisation and impairment
At 1 January 2022 and 31 December 2022
202,611
Carrying amount
At 31 December 2022
-
0
At 31 December 2021
-
0
7
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
1
1
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Address
Nature of business
Class of shares held
% Held
Direct
Indirect
Lamma Events Limited
1
Dormant company
Ordinary
100.00
-
Croptec Limited
1
Dormant company
Ordinary
0
100.00
LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
8
Subsidiaries (continued)
Page 16

Registered office addresses (all UK unless otherwise indicated):

1
Unit 4 Fulwood Park Caxton Road, Fulwood, Preston, England, PR2 9NZ
9
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
178,090
181,278
Corporation tax recoverable
115,567
113,097
Amounts owed by group undertakings
2,304,311
1,166,842
Other debtors
1,049,360
935,142
3,647,328
2,396,359

Amounts owed by group undertakings are unsecured, interest free and there are no set terms of repayment.

 

10
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
113,233
101,874
Amounts owed to group undertakings
-
0
17,604
Corporation tax
231,237
-
0
Accruals and deferred income
3,219,033
3,097,487
3,563,503
3,216,965

Amounts owed to group undertakings are unsecured, interest free and there are no set terms of repayment.

11
Related party transactions

The company has taken advantage of the exemption under paragraph 33.1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group.

12
Events after the reporting date

On 1 September 2023, the trade and assets of Renewable Energy Events Limited, a company acquired by LAMMA Limited's parent company on 9 June 2023, were hived across to LAMMA Limited.

LAMMA Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 17
13
Parent company

The immediate parent undertaking is Arc Media Holdings Limited. The ultimate parent company is Arc Investco Limited. This is the only group of which the company is a member for which group financial statements are prepared. Copies of the group financial statements are available from the company's registered office at Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, England, PR2 9NZ.

 

In the opinion of the directors, there is no ultimate controlling party.

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