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Registered number: 06904669










UD SOFTWARE SOLUTIONS GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

COMPANY INFORMATION


Directors
R Cunningham 
P A Hodnett 
S L E Pipe 
S Schneider 
N Wright 




Registered number
06904669



Registered office
2nd Floor, Parkway House
Palatine Road

Manchester

M22 4DB




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Greenham Business Park

2 Communications Road

Newbury

RG19 6AB





 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditors' Report
4 - 6
Statement of Comprehensive Income
7
Balance Sheet
8
Statement of Changes in Equity
9
Statement of Cash Flows
10
Analysis of Net Debt
11
Notes to the Financial Statements
12 - 24


 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
UD Software Solutions Group Ltd (trading as POWWR) is a software development company based in the United Kingdom and is part of a wider group parented in the United States. The aim of the Company is to work with energy suppliers and brokers to facilitate a competitive energy market place through software as a service. The software provides pricing and contract management services.

Business review
 
Despite the continued war in Europe, a new war erupting in the Middle East and other macro-economic difficulties, the Energy Market in the UK showed recovery. The volume of energy contracts processed, which recovered to pre-Covid levels, in the UK market helped the revenue of the Sales360 product line. The company successfully implemented a change to the business model of its Broker360 product line in Q1 2023 which resulted in an increase in margins. As a result the company exceeded its financial goals for the year, helped by changes implemented in the business model.

Principal risks and uncertainties
 
Our principal risks and uncertainties have been identified as:
1. Energy market conditions impact the competitive market place for new energy contracts between suppliers and end-customers. This includes macro-economic, global events that effect the availability & price of energy commodities, such as war, sanctions on major energy exporters, and/or governmental interventions on free market conditions.
2. Cyber crime such as hacking and phising attempts are an increasing global threat to the ability to securely store & exchange information. 
3. Credit Risk from customers in a volatile energy market
4. Recruitment & Retention of talent in competitive labor markets

Financial key performance indicators
 
The following metrics representing the 2023 KPI's for the UK company are below:
Turnover for the year was £5,602,433 (2022: £4,259,138)
Loss before taxation was £298,846 (2022: £2,525,820)
Gross profit was £4,516,124 (2022: £2,593,170)
Gross profit margin increased to 81% from 61% following an internal restructuring which resulted in a change in job role alignment year on year.


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



P A Hodnett
Director

Date: 17 April 2024

Page 1

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to £298,846 (2022 - loss £2,606,189).

Directors

The directors who served during the year were:

R Cunningham 
P A Hodnett 
S L E Pipe 
S Schneider 
N Wright 

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

The Company has developed a growth strategy which will see further UK product sales and expansion in the US market.

Disclosure of information to auditors

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

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

Page 2

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

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

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
P A Hodnett
Director

Date: 17 April 2024

Page 3

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UD SOFTWARE SOLUTIONS GROUP LIMITED
 

Opinion


We have audited the financial statements of UD Software Solutions Group Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  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.


Page 4

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UD SOFTWARE SOLUTIONS GROUP LIMITED (CONTINUED)


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

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


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


Page 5

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UD SOFTWARE SOLUTIONS GROUP LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


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 intentional concealment, forgery, collusion, omission or misrepresentation.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



Jonathan Baillie BA (Hons) FCCA ACA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
Greenham Business Park
2 Communications Road
Newbury
RG19 6AB

18 April 2024
Page 6

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
5,602,433
4,259,138

Cost of sales
  
(1,086,309)
(1,665,968)

Gross profit
  
4,516,124
2,593,170

Administrative expenses
  
(5,071,525)
(5,180,362)

Exceptional administrative expenses
 11 
-
(222,337)

Other operating income
 5 
255,957
277,963

Operating loss
 6 
(299,444)
(2,531,566)

Interest receivable and similar income
  
598
5,746

Loss before tax
  
(298,846)
(2,525,820)

Tax on loss
 10 
-
(80,369)

Loss for the financial year
  
(298,846)
(2,606,189)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 24 form part of these financial statements.

Page 7

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
REGISTERED NUMBER: 06904669

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
-
238,065

Tangible assets
 13 
41,678
90,202

Investments
 14 
-
83

  
41,678
328,350

Current assets
  

Debtors: amounts falling due within one year
 15 
1,616,243
1,639,694

Cash at bank and in hand
 16 
4,479,218
3,390,945

  
6,095,461
5,030,639

Creditors: amounts falling due within one year
 17 
(10,118,697)
(8,800,817)

Net current liabilities
  
 
 
(4,023,236)
 
 
(3,770,178)

Total assets less current liabilities
  
(3,981,558)
(3,441,828)

 
Provisions for liabilities
  

Other provisions
  
-
(240,884)

Net liabilities
  
 
 
(3,981,558)
 
 
(3,682,712)


Capital and reserves
  

Called up share capital 
 19 
246
246

Share premium account
 20 
100,085
100,085

Other reserves
 20 
2,372,396
2,372,396

Profit and loss account
 20 
(6,454,285)
(6,155,439)

  
(3,981,558)
(3,682,712)


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




P A Hodnett
Director

Date: 17 April 2024

The notes on pages 12 to 24 form part of these financial statements.

Page 8

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
246
100,085
2,372,396
(6,155,439)
(3,682,712)



Loss for the year
-
-
-
(298,846)
(298,846)


At 31 December 2023
246
100,085
2,372,396
(6,454,285)
(3,981,558)



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


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
246
100,085
2,372,396
(3,549,250)
(1,076,523)



Loss for the year
-
-
-
(2,606,189)
(2,606,189)


At 31 December 2022
246
100,085
2,372,396
(6,155,439)
(3,682,712)


The notes on pages 12 to 24 form part of these financial statements.

Page 9

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(298,846)
(2,606,189)

Adjustments for:

Amortisation of intangible assets
238,065
861,138

Depreciation of tangible assets
59,050
48,709

Loss on disposal of tangible assets
16,561
-

Interest received
(598)
(5,746)

Taxation charge
-
80,369

Decrease/(increase) in debtors
24,081
(268,587)

Increase in creditors
1,317,333
1,890,073

(Decrease)/increase in provisions
(240,884)
40,000

Net cash generated from operating activities

1,114,762
39,767


Cash flows from investing activities

Purchase of tangible fixed assets
(27,087)
(20,146)

Interest received
598
5,746

Net cash from investing activities

(26,489)
(14,400)

Cash flows from financing activities

New loans from group companies
-
2,725,170

Net cash used in financing activities
-
2,725,170

Net increase in cash and cash equivalents
1,088,273
2,750,537

Cash and cash equivalents at beginning of year
3,390,945
640,408

Cash and cash equivalents at the end of year
4,479,218
3,390,945


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,479,218
3,390,945

4,479,218
3,390,945


The notes on pages 12 to 24 form part of these financial statements.

Page 10

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

3,390,945

1,088,273

4,479,218


The notes on pages 12 to 24 form part of these financial statements.

Page 11

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

UD Software Solutions Group Limited is a private limited company, limited by shares, incorporated in England and Wales. Its registered office is 2nd Floor, Parkway House, Palatine Road, Manchester, M22 4DB. The company number is 06904669.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Going concern

UD Software Solutions Group Limited is a growing business which has incurred considerable expenditure developing the Company’s products. The directors have prepared financial forecasts for the next 12 months which show that there will not be any requirement for further funding following the capital injection provided by the shareholders in December 2023. 
In addition to this the directors have received assurances that intercompany balances of £3,140,133 will not be recalled for payment until there is sufficient working capital available to facilitate repayment. 
Accordingly, the directors believe it is appropriate to prepare the financial statements on the going concern basis.

 
2.3

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.

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
-
3 years

 
2.4

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.

Page 12

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.4
Tangible fixed assets (continued)

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 and reducing balance method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
reducing balance
Computer equipment
-
25%
straight line
Other fixed assets
-
25%
straight line

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

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

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Cash and cash equivalents

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

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

 
2.7

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets
Page 13

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.7
Financial instruments (continued)


Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 14

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

  
2.9

Revenue

Revenue 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. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Licensing income is recorded as deferred income and recognised as revenue over the period of the license.
Transactional charges are recognised at the point in time when the amount of revenue can be measured reliably, it is probable that the Company will receive the consideration due under the contract and the stage of completion of the contract at the end of the reporting period can be measured reliably.
Commission earned and related commission payable are recorded net in the balance sheet. For contracts incepted before 01 March 2023, revenue is recognised over the period of the contract to which the commission relates. For contracts incepted after 01 March 2023, revenue is recognised when the commission payable is paid to the Sub-broker as the obligation is satisfied for commission revenue to be recognised in full. 

 
2.10

Operating leases: the Company 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.

Page 15

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.12

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.13

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.

 
2.14

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.16

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, which range from 3 to 6 years.
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 16

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimats. The following judgements (apart from those involving estimates) have had the most significant effects on amounts recognised in the financial statements.
Agent vs. principal
Management has considered each brokerage agreement the Company enters into and whether it is exposed to the associated risks and rewards. It is determined that in terms of the revenues and expenses, the Company is acting as agent, as amounts are pre-determined and the Company has the right to set-off. Revenues and expenses and assets and liabilities have therefore been recognised net.
Provisions
In recognising provisions, the Company evaluates the extent to which it is possible that it has incurred a legal or constructive obligation in respect of past events and the probability that there will be an outflow of benefits as a result. The judgements used to recognise provisions are based on currently known factors which may vary over time, resulting in changes in the measurement of recorded amounts as compared to initial estimates.


4.


Turnover

The whole of the turnover is attributable to the principal activity of the Company.

All turnover arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Commissions receivable
255,957
277,963



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
10,615
47,681

Depreciation of tangible fixed assets
70,920
48,709

Amortisation of intangible fixed assets
238,066
861,138

Page 17

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
29,500
28,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
3,441,528
3,537,082

Social security costs
443,980
431,609

Cost of defined contribution scheme
164,259
156,705

4,049,767
4,125,396


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


        2023
        2022
            No.
            No.







Sales
28
34



Admin
10
11



Engineering and development
17
22

55
67


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
384,948
362,543

Company contributions to defined contribution pension schemes
18,756
22,931

403,704
385,474


During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £226,648 (2022 - £156,603).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,672 (2022 - £9,485).

Page 18

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Adjustments in respect of previous periods
-
80,369


Total current tax
-
80,369

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(298,846)
(2,525,820)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(70,289)
(479,906)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(6,533)
30,488

Capital allowances for year in excess of depreciation
-
(1,098)

Adjustments to tax charge in respect of prior periods
-
80,369

Adjustments to tax charge in respect of prior periods - deferred tax
-
(11,250)

Movement in deferred tax not provided
81,654
459,066

Remeasurement of deferred tax for changes in tax rates
(4,832)
2,700

Total tax charge for the year
-
80,369


Factors that may affect future tax charges

The main rate of corporation tax rose from 19% to 25% from 1 April 2023. A deferred tax asset has not been recognised as there is currently not sufficient visibility of future trading profits.


11.


Exceptional items

2023
2022
£
£


Rework of commission accounting
-
222,337

During the prior year management reviewed the accounting for commission income in transactions where it acts as agent. As a result, a significant write off amounting to £222,337 was made of commission payments in the prior year.

Page 19

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets




Development Expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2023
4,196,395
300,000
4,496,395



At 31 December 2023

4,196,395
300,000
4,496,395



Amortisation


At 1 January 2023
3,958,330
300,000
4,258,330


Charge for the year on owned assets
238,065
-
238,065



At 31 December 2023

4,196,395
300,000
4,496,395



Net book value



At 31 December 2023
-
-
-



At 31 December 2022
238,065
-
238,065



Page 20

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Other fixed assets
Total

£
£
£
£



Cost or valuation


At 1 January 2023
94,279
243,683
55,569
393,531


Additions
-
27,087
-
27,087


Disposals
(94,279)
(192,206)
(22,985)
(309,470)



At 31 December 2023

-
78,564
32,584
111,148



Depreciation


At 1 January 2023
77,718
186,615
38,996
303,329


Charge for the year on owned assets
-
46,097
12,953
59,050


Disposals
(77,718)
(192,206)
(22,985)
(292,909)



At 31 December 2023

-
40,506
28,964
69,470



Net book value



At 31 December 2023
-
38,058
3,620
41,678



At 31 December 2022
16,561
57,068
16,573
90,202

Page 21

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments





Investments in subsidiary companies

£





At 1 January 2023
300,083


Disposals
(300,083)



At 31 December 2023

-





At 1 January 2023
300,000


Impairment on disposals
(300,000)



At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
83


15.


Debtors

2023
2022
£
£


Trade debtors
806,416
1,035,119

Other debtors
349,010
187,361

Prepayments and accrued income
460,817
417,214

1,616,243
1,639,694



16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
4,479,218
3,390,945


Page 22

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
575,496
840,388

Amounts owed to group undertakings
3,140,133
3,253,703

Other taxation and social security
479,039
403,617

Other creditors
5,187,602
3,799,383

Accruals and deferred income
736,427
503,726

10,118,697
8,800,817



18.


Provisions





Clawback provision

£





At 1 January 2023
240,884


Other movements
(240,884)



At 31 December 2023
-


19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



20,754 (2022 - 20,754) Ordinary shares of £0.010 each
208
208
316 (2022 - 316) B Ordinary shares of £0.050 each
16
16
1,108 (2022 - 1,108) C Ordinary shares of £0.011 each
12
12
1,030 (2022 - 1,030) D Ordinary shares of £0.010 each
10
10

246

246


Page 23

 
UD SOFTWARE SOLUTIONS GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Reserves

Share premium account

Includes share proceeds in excess of nominal share capital.

Other reserves

Represents a capital contribution from the ultimate controlling party.

Profit and loss account

Includes all current and prior period accumulated losses.


21.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £137,420 (2022: £114,918). Contributions totalling £nil (2022: £nil) were payable to the fund at the balance sheet date.


22.


Commitments under operating leases

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

2023
2022
£
£


Not later than 1 year
28,258
52,849

Later than 1 year and not later than 5 years
62,226
29,034

90,484
81,883


23.


Related party transactions

The Company has taken advantage of the exemption under paragraph 33.1A of FRS 102 and has not disclosed transactions with other wholly owned group companies.

2023
2022
£
£



Consultancy fees payable to a director of the Company
59,787
60,005


24.


Controlling party

The ultimate controlling party at the balance sheet date was Cognitive Energy Topco LLC, a company registered in the United States of America.
The parent of the smallest and largest group for which group accounts including UD Software Solutions Group Limited are drawn up is Cognitive Energy Topco LLC. Copies of these accounts may be obtained from their registered office.

Page 24