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Registered number: 02568442












INFORM INFORMATION SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 

INFORM INFORMATION SYSTEMS LIMITED

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Consolidated profit and loss account
 
11
Consolidated statement of comprehensive income
 
12
Consolidated balance sheet
 
13 - 14
Company balance sheet
 
15 - 16
Consolidated statement of changes in equity
 
17 - 18
Company statement of changes in equity
 
19
Consolidated statement of cash flows
 
20 - 21
Notes to the financial statements
 
22 - 48


 

INFORM INFORMATION SYSTEMS LIMITED
 
COMPANY INFORMATION


Director
J A Frangis 




Company secretary
Taylor Wessing Secretaries Limited



Registered number
02568442



Registered office
5 New Street Square

London

EC4A 3TW




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

INFORM INFORMATION SYSTEMS LIMITED
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
For the year ended 31 December 2022, the Directors present their strategic report for Inform Information Systems Limited ('the Group') and its subsidiaries ('the Group'). The principal activity of the Group during the year continued to be the supply and maintenance of software and associated professional services. During the year, the Group acquired Universe Group Limited and, as a result the Group’s activities expanded into complementary markets, providing retail management, payment and loyalty solutions.

Organisational overview

The Group’s business is directed by the Board and managed by the Senior Vice President and General Manager, Enterprise Productivity. The SVP and General Manager leads a Senior Management Team, comprising VP of Commercial Operations; VP of Professional Services, HR leader, Senior Director of Engineering and Senior Director of Product Management.

Business review
 
On 19 January 2022, the Company acquired the entire ordinary share capital of Universe Group Limited (‘Universe’), formerly Universe Group plc. The aggregate purchase consideration was £35.5 million in cash, comprising of £33.2 million share purchase plus £2.3 million settlement of bank loans. Universe designs, develops and supports point of sale (POS), payments and loyalty systems for fuel forecourt and convenience store markets in the United Kingdom and Europe.

The Universe acquisition continues the growth of the Group and the international expansion of the parent, Professional Datasolutions, Inc. (PDI).  The acquisition strengthened the Enterprise Productivity business, after entering the global Point of Sale (POS) market in 2021 with acquisition of Orbis Hosting Limited and Orbis Technologies Limited (“Orbis”). The Universe retail management business, under the HTEC and Celtech brands, includes POS and back-office products; indoor and outdoor payment terminals and associated applications; fuel control capabilities; payment processing gateways; and hardware and distribution solutions.

In the year, Group turnover reached £36.5 million (2021 - £9.1 million), including the first full year of Orbis revenue and eleven months of revenue from Universe.  The Group recorded an increase operating cash flows of £0.1 million (2021 - decrease in cashflows of £1.5 million). The Group had an average number of 337 employees in the year (2021 - 77 employees). 

Loss before tax increased to £8.1 million (2021 - loss of £0.3 million) primarily as a result of amortisation expense of £6.5 million on goodwill and intangible assets of £1.6 million, from the acquisitions of 2021 and 2022. Group operating losses for the year of £7.9 million (2021 - £0.6 million).

In line with the Group’s product strategy, product line reviews in the year led to a decision to discontinue two non core products following the end of the year. These products did not contribute significantly to the profitability of the Group.

The Group started to unlock operating efficiencies from increased scale and PDI procurement strength.  Wideranging changes were made to operating teams and structures, with a focus on leveraging capabilities across the expanded organisation. 

The Company moved into a new office facility in September 2022, providing a regional headquarters for the European team. The new office provides for expected levels of expansion and offers world class customer engagement facilities.

Strategy and business plan

The Directors focus on growth and longterm value creation through organic growth and by adding complementary products within the Group’s established, international platforms. Opportunities to acquire new businesses are reviewed on a regular basis, where they extend penetration within addressable markets, add leading technology or broaden geographic reach.

Page 2

 

INFORM INFORMATION SYSTEMS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Inform Information Systems provides Fuel Pricing solutions to global petroleum and convenience retail markets, enabling and supporting customers including international and national oil companies and convenience retail chains. 

Universe and Orbis provide retail customers in the fuel and convenience sectors with market-leading, innovative systems for POS, back office payments and loyalty operations. These solutions are real-time, mission-critical and data rich, and our customers rely on us to keep them trading, supported by data centre teams, field engineering force and help desk experts.

Operational efficiencies from procurement synergies and organisational deployments underpin cost controls and provide employees with career growth.

The Directors are committed to the growth of key global accounts, while developing new customer opportunities which arise within the Group and the wider PDI umbrella. The Directors expect the Group’s core activities to continue to grow in the next year, in established markets and through scaling operations internationally.  

Principal risks and uncertainties
 
Competition risk
The Group is exposed to customers who operate in energy markets and prospects for future sales depend on the health of the end market. The Group manages this risk by serving a wide range of customers of varying sizes and by entering into contracts with customers where the revenue is recurring in nature.

Employee attrition risk
The Group sells highly specialised software solutions, and therefore requires continued access to talented employees. The Group manages this risk by creating a safe and compelling work environment, supported by employee incentive programmes.

Bad debt risk
The Group manages its credit risk by establishing annual and quarterly payments in advance of delivering subscription services, and on an ‘as delivered’ basis for consulting and certain other managed services to avoid entering into material receivable positions with customers.

Financial key performance indicators
 
The management team is responsible for the operation of the business and uses a number of financial KPls to manage and develop the business to achieve the Group's strategic objectives. The directors monitor customer pipeline, revenue, expenses, cash balance and other KPls as key performance indicators of the company.  
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Page 3

 

INFORM INFORMATION SYSTEMS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Future developments and post balance sheet events
 
The conflict in Ukraine has not had a direct or material impact on our business or operations although it has had direct implications for some of our customer base.  

The Company started to experience an increase in our services business related to customer project work globally and our customer base and annual recurring revenue has continued to grow with negligible attrition. 

Inflationary pressures have required the Group to review and implement new commercial measures and terms to mitigate potential risks. 

We continue to explore alternative fuel pricing solutions with a focus on products including electric vehicles.  In addition, we accelerated the process of internationalising our POS platform with a launch in 2023 to the US convenience store market.

As part of a rationalisation of the Group’s product offerings, Celtech’s main retail management product was discontinued and sold in the form of a licence in April 2023.



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



J Frangis
Director

Date: 2 February 2024

Page 4

 

INFORM INFORMATION SYSTEMS LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

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

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £7,823,804 (2021 - loss £603,140).

There were no dividends paid or declared during the current financial year (2021 - £Nil).

Directors

The directors who served during the year were:

J A Frangis 
C Hatcher (resigned 31 January 2023)
S Smotherman (resigned 23 October 2023)

Matters covered in the Group Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the director has elected to disclose information, required to be in the director's report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

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 and the Group'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 and the Group's auditor is aware of that information.

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





J A Frangis
Director

Date: 2 February 2024

Page 5

 

INFORM INFORMATION SYSTEMS LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors' are responsible for preparing the group strategic report, the directors' report and the consolidated 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' has 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 the Group and of the profit or loss of the Group for that period.

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

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

make judgements and accounting estimates that are reasonable and prudent; and


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

 

INFORM INFORMATION SYSTEMS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INFORM INFORMATION SYSTEMS LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2022

Opinion


We have audited the financial statements of Inform Information Systems Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Group profit and loss account, the Consolidated and Company balance sheets, the Consolidated and Company statement of changes in equity, the Consolidated statement of cash flows and the notes to the financial statements, 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 Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 7

 

INFORM INFORMATION SYSTEMS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INFORM INFORMATION SYSTEMS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 

INFORM INFORMATION SYSTEMS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INFORM INFORMATION SYSTEMS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 Group 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:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Payment Card Industry Data Security Standard ("PCI DSS"), FRS 102, the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Group's and Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
reviewed a sample of revenue transactions and reviewed the income recognition policy.

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;
obtaining confirmation of compliance with PCI DSS and a copy of the annual certification; and
enquiring of management as to actual and potential litigation and claims.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
Page 9

 

INFORM INFORMATION SYSTEMS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF INFORM INFORMATION SYSTEMS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

intentional concealment, forgery, collusion, omission or misrepresentation.


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.





Jacqueline Oakes (Senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
8 February 2024
Page 10

 

INFORM INFORMATION SYSTEMS LIMITED
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

  

Turnover
 4 
36,448,918
9,076,686

Cost of sales
  
(13,555,504)
(3,012,722)

Gross profit
  
22,893,414
6,063,964

Administrative expenses
  
(29,961,700)
(6,066,811)

Operating loss
 5 
(7,068,286)
(2,847)

Interest receivable and similar income
 8 
1,885
21

Interest payable and similar expenses
 9 
(1,014,526)
(331,102)

Loss before tax
  
(8,080,927)
(333,928)

Tax on loss
 10 
153,966
(275,168)

Loss for the financial year
  
(7,926,961)
(609,096)

Loss for the year attributable to:
  

Non-controlling interests
  
(103,157)
(5,956)

Owners of the parent
  
(7,823,804)
(603,140)

  
(7,926,961)
(609,096)

There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 11

 

INFORM INFORMATION SYSTEMS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£


Loss for the financial year

  

(7,926,961)
(609,096)

Other comprehensive income
  


Currency translation differences
  
(137,402)
4,577

Other comprehensive income for the year
  
(137,402)
4,577

Total comprehensive income for the year
  
(8,064,363)
(604,519)

(Loss) for the year attributable to:
  


Non-controlling interest
  
(103,157)
(5,956)

Owners of the parent Company
  
(7,823,804)
(603,140)

  
(7,926,961)
(609,096)

Total comprehensive income attributable to:
  


Non-controlling interest
  
(103,157)
(5,956)

Owners of the parent Company
  
(7,961,206)
(598,563)

  
(8,064,363)
(604,519)

The notes on pages 22 to 48 form part of these financial statements.

Page 12


 
REGISTERED NUMBER:02568442
INFORM INFORMATION SYSTEMS LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible fixed assets
 11 
67,380,510
39,219,292

Tangible fixed assets
 12 
521,967
191,435

  
67,902,477
39,410,727

Current assets
  

Stocks
 14 
985,191
12,588

Debtors: amounts falling due after more than one year
 15 
17,593,845
17,504,325

Debtors: amounts falling due within one year
 15 
10,255,245
5,007,583

Cash at bank and in hand
  
1,373,133
1,299,617

  
30,207,414
23,824,113

Creditors: amounts falling due within one year
 16 
(30,459,989)
(9,103,886)

Net current (liabilities)/assets
  
 
 
(252,575)
 
 
14,720,227

Total assets less current liabilities
  
67,649,902
54,130,954

Creditors: amounts falling due after more than one year
 17 
(25,967,139)
(25,100,833)

Provisions for liabilities
  

Deferred taxation
 18 
(1,721,310)
(1,511,234)

Other provisions
 19 
(633,567)
-

  
 
 
(2,354,877)
 
 
(1,511,234)

Net assets
  
39,327,886
27,518,887

Page 13


 
REGISTERED NUMBER:02568442
INFORM INFORMATION SYSTEMS LIMITED
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Capital and reserves
  

Called up share capital 
 20 
30,894,231
11,044,231

Capital redemption reserve
 21 
2,500
2,500

Foreign exchange reserve
 21 
(132,825)
4,577

Other reserves
 21 
173,023
149,661

Profit and loss account
 21 
8,519,466
16,343,270

Equity attributable to owners of the parent Company
  
39,456,395
27,544,239

Non-controlling interests
  
(128,509)
(25,352)

  
39,327,886
27,518,887


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




J A Frangis
Director

Date: 2 February 2024

The notes on pages 22 to 48 form part of these financial statements.

Page 14


 
REGISTERED NUMBER:02568442
INFORM INFORMATION SYSTEMS LIMITED

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible fixed assets
 12 
83,330
66,509

Fixed asset investments
 13 
70,201,218
36,219,050

  
70,284,548
36,285,559

Current assets
  

Debtors: amounts falling due after more than one year
 15 
17,503,354
17,504,325

Debtors: amounts falling due within one year
 15 
6,246,025
3,998,967

Cash at bank and in hand
  
57,152
660,276

  
23,806,531
22,163,568

Creditors: amounts falling due within one year
 16 
(18,267,282)
(4,301,872)

Net current assets
  
 
 
5,539,249
 
 
17,861,696

Total assets less current liabilities
  
75,823,797
54,147,255

  

Creditors: amounts falling due after more than one year
 17 
(25,967,139)
(25,100,833)

Provisions for liabilities
  

Other provisions
 19 
(35,000)
-

  
 
 
(35,000)
 
 
-

Net assets
  
49,821,658
29,046,422


Capital and reserves
  

Called up share capital 
 20 
30,894,231
11,044,231

Capital redemption reserve
 21 
2,500
2,500

Other reserves
 21 
173,023
149,661

Profit and loss account brought forward
  
17,850,030
16,946,410

Profit for the year

  

901,874
903,620

Profit and loss account carried forward
  
18,751,904
17,850,030

Total equity
  
49,821,658
29,046,422


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


J A Frangis
Director

Page 15


 
REGISTERED NUMBER:02568442
INFORM INFORMATION SYSTEMS LIMITED
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022

Date: 2 February 2024

The notes on pages 22 to 48 form part of these financial statements.

Page 16


INFORM INFORMATION SYSTEMS LIMITED


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Capital redemption reserve
Foreign exchange reserve
Other reserves
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£
£



At 1 January 2021
7,500
2,500
-
-
16,946,410
16,956,410
-
16,956,410



Comprehensive income for the financial year


Loss for the financial year
-
-
-
-
(603,140)
(603,140)
(5,956)
(609,096)


Currency translation differences
-
-
4,577
-
-
4,577
-
4,577

Total comprehensive income for the year
-
-
4,577
-
(603,140)
(598,563)
(5,956)
(604,519)



Contributions by and distributions to owners


Shares issued during the year
11,036,731
-
-
-
-
11,036,731
-
11,036,731


Share-based payment charge
-
-
-
149,661
-
149,661
-
149,661


Acquisition of subsidiaries
-
-
-
-
-
-
(19,396)
(19,396)



Total transactions with owners
11,036,731
-
-
149,661
-
11,186,392
(19,396)
11,166,996





At 1 January 2022
11,044,231
2,500
4,577
149,661
16,343,270
27,544,239
(25,352)
27,518,887



Comprehensive income for the year


Loss for the year
-
-
-
-
(7,823,804)
(7,823,804)
(103,157)
(7,926,961)


Currency translation differences
-
-
(137,402)
-
-
(137,402)
-
(137,402)

Total comprehensive income for the year
-
-
(137,402)
-
(7,823,804)
(7,961,206)
(103,157)
(8,064,363)
Page 17


INFORM INFORMATION SYSTEMS LIMITED


 
  
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022




Contributions by and distributions to owners


Shares issued during the year
19,850,000
-
-
-
-
19,850,000
-
19,850,000


Share-based payment charge
-
-
-
23,362
-
23,362
-
23,362



Total transactions with owners
19,850,000
-
-
23,362
-
19,873,362
-
19,873,362



At 31 December 2022
30,894,231
2,500
(132,825)
173,023
8,519,466
39,456,395
(128,509)
39,327,886



Page 18

 

INFORM INFORMATION SYSTEMS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Capital redemption reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2021
7,500
2,500
-
16,946,410
16,956,410


Comprehensive income for the year

Profit for the year
-
-
-
903,620
903,620
Total comprehensive income for the year
-
-
-
903,620
903,620

Shares issued during the year
11,036,731
-
-
-
11,036,731

Transfer to/from profit and loss account
-
-
149,661
-
149,661



At 1 January 2022
11,044,231
2,500
149,661
17,850,030
29,046,422


Comprehensive income for the year

Profit for the year
-
-
-
901,874
901,874
Total comprehensive income for the year
-
-
-
901,874
901,874

Shares issued during the year
19,850,000
-
-
-
19,850,000

Transfer to/from profit and loss account
-
-
23,362
-
23,362


Total transactions with owners
19,850,000
-
23,362
-
19,873,362


At 31 December 2022
30,894,231
2,500
173,023
18,751,904
49,821,658


The notes on pages 22 to 48 form part of these financial statements.

Page 19

 

INFORM INFORMATION SYSTEMS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Loss for the financial year
(7,926,961)
(609,096)

Adjustments for:

Amortisation of intangible assets
8,113,714
1,373,598

Depreciation of tangible assets
431,424
134,623

Loss on disposal of tangible assets
758,607
-

Interest paid
1,014,526
331,102

Interest received
(1,885)
(21)

Taxation charge
(153,966)
275,168

Decrease/(increase) in stocks
2,789,848
(4,625)

Decrease/(increase) in debtors
5,300,184
(1,421,277)

(Decrease)/increase in creditors
(10,791,426)
1,244,581

Increase/(decrease) in amounts owed to groups
16,986,343
(3,258,016)

Increase in provisions
234,522
-

Share option expense
23,362
149,661

Corporation tax received
263,662
53,872

Net cash generated from operating activities

17,041,954
(1,730,430)


Cash flows from investing activities

Purchase of intangible fixed assets
(904,648)
(258,528)

Purchase of tangible fixed assets
(142,782)
(35,166)

Cash acquired with acquisition of subsidiaries
-
481,430

Acquisition of subsidiaries
(33,181,193)
(22,101,690)

Interest received
1,885
21

Net cash from investing activities

(34,226,738)
(21,913,933)

Cash flows from financing activities

Issue of ordinary shares
19,850,000
11,036,731

New loans
-
11,036,732

Repayment of loans
(2,570,479)
-

Interest paid
(21,221)
-

Net cash used in financing activities
17,258,300
22,073,463

Net increase/(decrease) in cash and cash equivalents
73,516
(1,570,900)

Cash and cash equivalents at beginning of year
1,299,617
2,870,517

Cash and cash equivalents at the end of year
1,373,133
1,299,617


Cash and cash equivalents at the end of year comprise:
Page 20

 

INFORM INFORMATION SYSTEMS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


2022
2021

£
£


Cash at bank and in hand
1,373,133
1,299,617

1,373,133
1,299,617


The notes on pages 22 to 48 form part of these financial statements.

Page 21

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Inform Information Systems Limited provides and services fuel pricing software globally.
Inform Information Systems Limited is a private company limited by shares and is incorporated in England. The address of its registered office is 5 New Street Square, London, England, EC4A 3TW.
The financial statements consolidate the accounts of Inform Information Systems Limited and its subsidiary undertakings.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. 

 
2.3

Going concern

After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. The Group and Company are reliant on continued funding from the immediate and ultimate parent company to fund capital expenditure on product development and acquisition activities. The ultimate parent company has confirmed its willingness and ability to continue to support the Group and Company for a least 12 months from the date of the approval of the financial statements. The directors note that their is no guarantee of future support but are confident that this does not represent a materiality uncertainty in relation to going concern. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 22

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue 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 revenue can be measured reliably;
it is probable that the Group 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.

Page 23

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.5

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
5 - 10 years
Brand
-
10 years
Goodwill
-
10 years
Technology
-
10 years

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 24

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.7

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Short-term leasehold property
-
40-67%
Fixtures and fittings
-
6-8 years and 12%
Office equipment
-
12-67%

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.


2.8

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

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 Group after deducting all of its liabilities. 

The Group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Page 25

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


Financial instruments (continued)




Financial instruments (continued)

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest rate method, less any impairment.


Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

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

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Page 26

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


Financial instruments (continued)




Financial instruments (continued)

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.9

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flow, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

  
2.10

Share capital

Ordinary shares are classified as equity.

Page 27

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Sterling (£).

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.

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.
All foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.12

Operating leases: the Group as lessee

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.

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 28

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.15

Share-based payments

The Group, to which this Company belongs, issues equity settled options over the Parent company's equity to employees of the Company. The Company measures the services received from its employees in accordance with the requirements applicable to equity-settled share-based payment transactions, and recognises a corresponding increase in equity as a contribution from the parent. Share options are measured for fair value at the date of the grant. Where an employee transfers employment from one group company to another during the vesting period (for example, a service period), each company measures the services received from the employee, by reference to the grant date fair value of the equity instrument, over the remainder of the vesting period.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 29

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

Page 30

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, which are described in note 2, the key judgements exercised by the directors in preparing these accounts are:
 
Valuation of assets acquired on business combination
On acquisition of a subsidiary, management review the assets acquired including unrecognised intangible assets. Their fair value is assessed and this is deducted from goodwill. Management received expert advice to support their evaluation of the fair value of the group's brand, and technology intellectual assets. In arriving at the fair value management consider the historical experience, current market conditions, and future expectations for the business. Future cash flows are discounted to their present value. There is judgement in the assumptions made when predicting the future cash flows of the entity, as well as the appropriate rate at which to discount those cash flows.

Management review the carrying value of intangible assets at each reporting date. An assessment is made as to whether an indication of impairment exists. The recoverable amount is the present value of the future cash flows expected to be recovered from the cash generating unit. Estimates are used in determining the future profitability and cash generating ability of the cash generating unit and consideration to underlying value of the assets in the undertakings. Actual outcomes could be different from the estimates. See Note 11 for the net carrying amount of acquired intangibles.

Impairment of goodwill and intangible assets
In preparing these financial statements, management have exercised judgement in determining whether there are indicators of impairment of the Group's tangible and intangible assets, including goodwill.  Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. See Note 11 for the net carrying amount of goodwill and intangible assets

Capitalisation of product development costs
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
 
the technical feasibility of completing the intangible asset so that it will be available for use of sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefit;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

See Note 11 for the net carrying amount of internally generated intangibles recognised in the year. Judgement is required by management on whether the recognition criteria have been met and estimate as to the percentage of staff salaries spent on eligible development.

Share based payments
The Company participates in an equity settled share based payment arrangement in which share options in its parent company are issued to employees of the Company. The fair value determined at the grant date is expensed on a straight line basis over the vesting period. The fair value is calculated using the appropriate fair value model with the estimated level of vesting be reviewed annually by management. 

Page 31

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

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


2022
2021
£
£

Subscriptions
17,466,821
5,192,094

Hosting & maintenance
10,704,871
3,288,343

Consulting
1,600,552
507,335

Other revenue
6,676,674
88,914

36,448,918
9,076,686


Analysis of turnover by country of destination:

2022
2021
£
£

United Kingdom
28,825,552
5,310,606

Rest of Europe
3,317,066
1,034,564

Rest of the world
4,306,300
2,731,516

36,448,918
9,076,686



5.


Operating loss

The operating loss is stated after charging:

2022
2021
£
£

Depreciation of tangible fixed assets
431,424
134,623

Amortisation of intangible assets
8,113,714
1,373,598

Foreign exchange losses
(774,093)
90,902

Operating lease rentals
929,439
33,278

Page 32

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Auditors' remuneration

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




2022
2021
£
£
Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements

41,000

95,185
 
Fees payable to the Company's auditor for the audit of the subsidiary financial statements

96,950

24,500
 
Fees payable to the Company's auditor for tax services for parent Company and subsidiary financial statements

20,550

9,810
 
Fees payable to the Company's auditor for other services

18,500

-
 
177,000

129,495
 


7.


Employees

Staff costs including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
15,945,724
5,091,587
5,468,572
4,535,285

Social security costs
1,567,631
484,428
682,706
447,305

Cost of defined contribution scheme
730,294
276,878
304,907
249,821

18,243,649
5,852,893
6,456,185
5,232,411


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



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Administration
48
19
6
19



Sales
104
40
41
40



Research and development
79
18
21
18



Operations
106
-
-
-

337
77
68
77

The directors did not receive any remuneration for their role (2021: £nil).

Page 33

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Interest receivable

2022
2021
£
£


Other interest receivable
1,885
21


9.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
12,042
-

Group interest payable
993,306
331,102

Other interest payable
9,178
-

1,014,526
331,102


10.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
122,854
298,961

Adjustments in respect of previous periods
114,384
-


Total current tax
237,238
298,961

Deferred tax


Timing differences
(391,204)
(23,793)

Total deferred tax
(391,204)
(23,793)


Taxation on (loss)/profit on ordinary activities
(153,966)
275,168
Page 34

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Loss on ordinary activities before tax
(8,080,927)
(333,928)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(1,535,376)
(63,446)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,375,686
309,967

Capital allowances for year in excess of depreciation
(23,049)
22,602

Other timing differences leading to an increase (decrease) in taxation
(129,062)
(36,120)

Non-taxable income
(9,122)
847

Adjustment to prior year
151,898
1,508

Differences in tax rates
13,364
(30,110)

Movement in deferred tax asset not recognised
29,251
18,636

Remeasurement of deferred tax
(9,696)
2,007

Trading losses brought forward
(33,039)
-

Other
15,179
49,277

Total tax charge for the year
(153,966)
275,168

Page 35

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
10.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021 on 3 March 2021, the Government announced that from 1 April 2023 the
corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits
rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay
corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax
at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax
rate. This new law was substantively enacted on 24 May 2021.
As the proposal to increase the rate had been substantively enacted at the balance sheet date, deferred tax has been measured at 25%.


11.


Intangible assets

Group





Development
expenditure
Brand
Technology
Goodwill
Total

£
£
£
£
£



Cost


At 1 January 2022
1,864,144
453,600
3,880,800
34,394,346
40,592,890


Additions
-
-
-
32,487,284
32,487,284


Additions - internal
765,412
-
-
-
765,412


On acquisition of subsidiaries
139,236
-
3,010,000
-
3,149,236


Revaluation surplus
-
-
-
(127,000)
(127,000)



At 31 December 2022

2,768,792
453,600
6,890,800
66,754,630
76,867,822



Amortisation


At 1 January 2022
81,545
15,120
129,360
1,147,573
1,373,598


Charge for the year
1,059,241
45,360
482,930
6,526,183
8,113,714



At 31 December 2022

1,140,786
60,480
612,290
7,673,756
9,487,312



Net book value



At 31 December 2022
1,628,006
393,120
6,278,510
59,080,874
67,380,510



At 31 December 2021
1,782,599
438,480
3,751,440
33,246,773
39,219,292



Page 36

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Tangible fixed assets

Group






Leasehold improvements
Fixtures and fittings
Total

£
£
£



Cost


At 1 January 2022
119,583
130,797
250,380


Additions
17,778
125,004
142,782


Acquisition of subsidiary
78,418
1,295,994
1,374,412


Disposals
-
(982,715)
(982,715)


Exchange adjustments
1,312
2,985
4,297



At 31 December 2022

217,091
572,065
789,156



Depreciation


At 1 January 2022
17,318
41,627
58,945


Charge for the year on owned assets
104,912
326,512
431,424


Disposals
-
(224,108)
(224,108)


Exchange adjustments
160
768
928



At 31 December 2022

122,390
144,799
267,189



Net book value



At 31 December 2022
94,701
427,266
521,967



At 31 December 2021
102,265
89,170
191,435

Page 37

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

           12.Tangible fixed assets (continued)


Company






Fixtures and fittings

£

Cost


At 1 January 2022
103,320


Additions
45,984



At 31 December 2022

149,304



Depreciation


At 1 January 2022
36,811


Charge for the year on owned assets
29,163



At 31 December 2022

65,974



Net book value



At 31 December 2022
83,330



At 31 December 2021
66,509






Page 38

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2022
36,219,050


Additions
34,109,168


Contingent consideration adjustment
(127,000)



At 31 December 2022
70,201,218





Page 39

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Orbis Technologies Limited
C/O Morton Fraser LLP, 5th Floor, Quartermile Two, 2 Lister Square, Edinburgh, Scotland, EH3 9GL
Ordinary
84%
Orbis Hosting Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary
100%
Orbis Tech Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
87.96%
Orbis Tech Asia SDN. BHD.
Suite 7.32, 7th Floor, Imbi Plaza, Jalan Imbi, 55100 Kuala Lumpur, W.P. Kuala Lumpur
Ordinary*
87.96%
Orbis Tech NZ Limited
CSNZ, Level 5, 79 Queen Street, Auckland CBD, Auckland 1010, New Zealand
Ordinary*
87.96%
Universe Group Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary
100%
Camden Technology Investments Limited
Block F1, Eastpoint Business Park, Dublin 3, D03 E0C0
Ordinary*
100%
Celtech Software Group
East Point, Fairview, Dublin 3, D03 E0C0
Ordinary*
100%
Celtech Solutions Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Celtech Software International Limited
East Point, Fairview, Dublin 3, D03 E0C0
Ordinary*
100%
Celtech Software Services Limited
East Point, Fairview, Dublin 3, D03 E0C0
Ordinary*
100%
Master Change Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Bellword Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
HTEC Group Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
HTEC Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
HTEC Retail Services Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Spedinorcon Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Page 40

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Indigo Retail Holdings Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Indigo Retail Technology Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Masternet Associates Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
First Remit (UK) Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Retail Markets (Europe) Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Universe Trustees (No. 2) Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Bizpoints Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
Inter Galactic II Limited
5 New Street Square, London, England, EC4A 3TW
Ordinary*
100%
WSF Services Limited
C/O Morton Fraser LLP, 5th Floor, Quartermile Two, 2 Lister Square, Edinburgh, Scotland, EH3 9GL
Ordinary*
100%

* Shares held indirectly
The principal activities of the above companies is software development and associated services.

Page 41

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Stocks

Group
Group
2022
2021
£
£

Work in progress (goods to be sold)
92,659
-

Finished goods and goods for resale
892,532
12,588

985,191
12,588



15.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
17,503,354
17,503,354
17,503,354
17,503,354

Other debtors
-
971
-
971

Prepayments and accrued income
90,491
-
-
-

17,593,845
17,504,325
17,503,354
17,504,325


Amounts owed by group undertakings are unsecured and repayable in more than one year.

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Due within one year

Trade debtors
7,366,407
4,226,779
2,765,912
3,551,258

Amounts owed by group undertakings
1
-
3,143,656
-

Other debtors
81,558
191,806
21,849
79,844

Prepayments and accrued income
2,079,820
358,496
147,934
137,363

Tax recoverable
706,105
221,412
162,378
221,412

Deferred taxation
21,354
9,090
4,296
9,090

10,255,245
5,007,583
6,246,025
3,998,967


Trade debtors for the Group and Company are stated after provision for impairment of £198,032 (2021: £101,848) and £137,405 (2021: £100,582), respectively.

Page 42

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

16.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Bank loans
96,845
-
-
-

Trade creditors
1,315,452
237,540
44,353
26,109

Amounts owed to group undertakings
21,609,347
4,623,005
15,956,367
1,127,245

Corporation tax
115,174
52,191
-
-

Other taxation and social security
1,179,805
922,785
338,511
757,730

Other creditors
405,216
165,805
-
156,678

Accruals
1,805,919
921,463
653,818
643,214

Deferred income
3,932,231
2,181,097
1,274,233
1,590,896

30,459,989
9,103,886
18,267,282
4,301,872


Amounts due in less than one year are owed to the intermediate holding company. Amounts are interest free, unsecured and repayable on demand. The movements in the year relates to working capital advances and repayments.


17.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Amounts owed to group undertakings
12,361,139
11,367,833
12,361,139
11,367,833

Contingent and deferred consideration
13,606,000
13,733,000
13,606,000
13,733,000

25,967,139
25,100,833
25,967,139
25,100,833


Amounts due in more than one year are owed to the intermediate holding company. The amounts are unsecured, bear interest at 9% per annum and are repayable on 1 September 2024. £11,036,732 was drawn down on 1 September 2021 to fund the acquisition of the Orbis Group. Interest is added to the principal balance of the loan but does not accrue interest. Interest of £993,306 was charged during the year (2021: £331,102). 
Contingent consideration is measured at its fair value at each reporting date.

Page 43

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

18.


Deferred taxation


Group



2022


£






At 1 January 2022
(1,502,144)


Charged to profit or loss
49,623


Arising on business combinations
(247,435)



At end of year
(1,699,956)

Company


2022


£






At beginning of year
9,090


Charged to profit or loss
(4,794)



At end of year
4,296

The deferred tax balance is made up as follows:

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Temporary timing differences
(1,704,252)
(1,511,234)
-
-

Capital allowances in excess of depreciation
4,296
9,090
4,296
9,090

(1,699,956)
(1,502,144)
4,296
9,090

Comprising:

Asset - due within one year
21,354
9,090
4,296
9,090

Liability
(1,721,310)
(1,511,234)
-
-

(1,699,956)
(1,502,144)
4,296
9,090


Page 44

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

19.


Provisions


Group



Dilapidations provision

£





Charged to profit or loss
234,522


Arising on business combinations
399,045



At 31 December 2022
633,567

Company


Dilapidations provision
Total

£
£





Charged to profit or loss
35,000
35,000



At 31 December 2022
35,000
35,000


20.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



3,089,423,100 (2021 - 1,104,423,100) Ordinary shares of £0.01 each
30,894,231
11,044,231


The Company issued 1,985,000,000 shares at par of £0.01 each for a total consideration of £19,850,000 on 19 January 2022, in order to fund its subsidiary acquisitions during the year.


21.


Reserves

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve arising from the redemption or purchase of a company's own shares.

Capital contribution reserve

Capital contribution reserves' have arisen from the share-based payment charge. The shares over which
the options were issued are that of the parent company.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 45

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

22.
 

Business combinations

On 19 January 2022, the Company acquired all of the shares in Universe Group Limited.
The goodwill arising on acquisition is considered to have a useful life of 10 years.

Acquisition of Universe Group

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
1,374,412
-
1,374,412

Intangible
2,020,259
989,741
3,010,000

3,394,671
989,741
4,384,412

Current Assets

Stocks
3,762,451
-
3,762,451

Debtors
11,212,295
-
11,212,295

Cash at bank and in hand
927,975
-
927,975

Total Assets
19,297,392
989,741
20,287,133

Creditors

Due within one year
(15,368,073)
-
(15,368,073)

Due after more than one year
(2,300,611)
-
(2,300,611)

Provisions for liabilities
(399,045)
-
(399,045)

Deferred taxation
(350,085)
(247,435)
(597,520)

Total Identifiable net assets
879,578
742,306
1,621,884


Goodwill
32,487,284

Total purchase consideration
34,109,168

Consideration

£


Cash
33,089,158

Directly attributable costs
1,020,010

Total purchase consideration
34,109,168

Page 46

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

22.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
34,109,168

34,109,168

Less: Cash and cash equivalents acquired
(927,975)

Net cash outflow on acquisition
33,181,193

The results of Universe Group since acquisition are as follows:

Current period since acquisition
£

Turnover
22,931,599

Loss for the period since acquisition
(9,268,049)


23.


Share based payments

246,083 equity settled share options have been issued by the parent company to employees of the Company. The options expire between 2029 and 2031. There are two vesting conditions. 84,503 time based options, that vest over a 5 year period and 161,580 options that vest on a change of control event. It is not currently anticipated that there will be a change of control event before the expiry of the option term. 

Page 47

 

INFORM INFORMATION SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
24.


Analysis of net debt





At 1 January 2022
Cash flows
Other non-cash changes
At 31 December 2022
£

£

£

£

Cash at bank and in hand

743,356

629,777

-

1,373,133

Debt due after 1 year

(11,367,834)

-

(993,305)

(12,361,139)

Debt due within 1 year

(4,623,005)

(17,082,887)

-

(21,705,892)


(15,247,483)
(16,453,110)
(993,305)
(32,693,898)


25.


Pension commitments

The Company operates a defined contribution scheme for employees. The aggregate contributions for the year were 304,907 (2021: £267,883) of which £59,829 was unpaid at the year end (2021: £62,183).


26.


Commitments under operating leases

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Not later than 1 year
956,158
61,700
270,192
-

Later than 1 year and not later than 5 years
1,676,207
41,133
998,600
-

2,632,365
102,833
1,268,792
-


27.


Controlling party

The immediate parent undertaking is Ignite Media Holdings LLC and PDI Technologies Inc.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the Company is a member is PDI Technologies Inc., whose registered office is 11675 Rainwater Drive, Suite 350, Alpharetta, GA 30009, United States. Copies of these group financial statements are not available to the public.
The ultimate parent company is PDS Parent Inc., a company incorporated in the United States.
In the opinion of the director the ultimate controlling party is PDS Parent Inc.


28.


Related party transactions

The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly owned part of the Group.

 
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