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Registered number: 05667880









ARTESIAN SOLUTIONS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ARTESIAN SOLUTIONS LIMITED
 
 
COMPANY INFORMATION


Directors
A Yates 
S Borthwick 
M Blackadder 
J Fitzpatrick (resigned 31 December 2023)
I Milbourn 




Company secretary
A Yates



Registered number
05667880



Registered office
2 Winnersh Fields
Gazelle Close Winnersh

Wokingham

Berkshire

RG41 5QS




Independent auditors
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

2nd Floor

Now Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
ARTESIAN SOLUTIONS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Profit and Loss Account
11
Consolidated Balance Sheet
12 - 13
Company Balance Sheet
14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Notes to the Financial Statements
19 - 37


 
ARTESIAN SOLUTIONS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Directors present their Strategic and Directors report for the year ended 31 December 2023.

Business review
 
The team and Board of Directors at Artesian are pleased to report another year of solid progress following a second successful acquisition, W2 Global Data Solutions, in August 2023 and subsequent restructure of the combined business to deliver profitable growth. 2023 was the first full year of trading for the newly created Artesian Solutions Group (the ‘Group’). This second acquisition underpins our strategy to accelerate our product roadmap and supplement our growth inorganically. New business sales (i.e. excluding renewal sales to existing customers and excluding W2) increased compared to the prior year, adding 40 new customers in the process. Recognised revenue was at £10.2m (£12.1m ARR) for the year – a growth of 25%, delivering a strong consolidated performance. The Group invested in additional sales and marketing resources during the year including new revenue sharing partnerships, which are expected to become fully productive in 2024. The business exited 2023 on a monthly EBITDA positive run rate.
Our combined focus is to help our Customers in the regulated industry sector remove the regulatory roadblocks on the pathway to fast revenue growth with a unique combination of Regtech (tech which helps deal with compliance including KYC and AML) and Revtech (tech which helps drive customer acquisition and retention). We predominantly serve financial services sector including Insurance and Banks but with the addition of W2 – this has extended our footprint internationally and into new sectors such as online player safety and personal finance. 
In combination, the Group now serves over 500 customers including most of the Tier 1 Banks, Challenger, Neobanks, Fintech’s, Telco’s and Insurance Brokers in the UK and Ireland as well as online gaming and personal finance providers.
In March 2022 - the newly formed Group undertook a re-branding exercise creating a new trading name “FullCircl” which signifies the focus the company brings to the customer lifecycle. The re-brand has been favourably received by the market during 2023.
In addition to the Group consolidation activity, we are also pleased to report a number of other key milestones, namely:
• Average customer contract length as at 31st December 2023 reached a milestone of 29 months and greater than 30 months for contracts greater than £100k in annual recurring revenue, providing strong visibility of future revenue recognition. These contracts are non-cancellable so constitute guaranteed future revenue performance obligations greater than 2x our annually recurring revenue.
• The business continues to deliver strong unit economics underpinned by the low cost of acquiring customers and best in class gross retention rates. Both gross and net retention rates increased in 2023 compared with 2022.
• Through cost-synergies and consolidation of systems we were able to increase our gross margin year-on-year once adjusted to compare for a like-for-like trading period. Pro-forma year-on-year operating expenses were reduced by £760K (10%), driven by the completion of integration tasks, including building consolidation, vendor synergies and rationalisation of duplicate headcount roles.
• We continue to invest heavily in R&D and we delivered four major releases in a Product Roadmap which successfully underpinned our vision for a consolidated platform including a new suite of Smart web-applications purpose designed for different Industry sector use cases.

 
Page 1

 
ARTESIAN SOLUTIONS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

• We concluded a number of distribution and revenue sharing Partner deals in 2022 where the Partner bundles FullCircl inside their own software which generated revenues in the second half of 2023. Partner deals contributed to circa 25% of net new ARR in the second half of 2023. 
• We continue to operate the Entrepreneurs Operating System (EOS) – a framework which helps teams to manage effectively across the business.

Principal risks and uncertainties
 
The principal risks and uncertainties of the Group relate to:
Performance risk
This is the risk identified that the Group may fail to meet its contractual obligations in connection with availability of the Group’s API and web applications in accordance with agreed service level agreements (SLAs), which are critical for many our clients. The Group sets internal targets which are more stringent than our client SLAs, and these are continually monitored in ‘real-time’. In order to further mitigate this risk, the Group undertook major projects in 2018 and 2019 to increase the reliability and resilience of all platforms and products by switching its hosting providers to Google’s Cloud Platform and Rackspace, both of which are ISO27001 certified environments that are fully managed and monitored, and have resilience and failover built into their respective infrastructures.
Liquidity risk
The Group’s current assets are cash or assets which are converted into cash within a short period of time and the directors ensure that the Group maintains a sufficient cash balance to minimise liquidity risk. The Group’s income stream is based on pre-agreed contractual arrangements with clients thereby reducing price and credit risk. Conversion of trade debtors into cash in accordance with contractual terms is closely monitored. The Group continually monitors its current and future funding requirements through its risk management and regularly updated financial projections.
Foreign currency risk
The majority of the Group’s clients are invoiced in £STG thereby minimising the Group’s exposure to currency rate risk.
Market competition and technological change
The Group continues to invest in new products and solutions designed to address more of our existing and future clients’ needs and to address competition in the Group’s markets. During each quarter the Group rigorously reviews its Product Roadmap for the subsequent quarter to ensure the correct projects are being undertaken and that resources are allocated in the most efficient manner. As noted above, the Group undertook major projects in 2018 and 2019 to increase the reliability and resilience of both platforms by switching its hosting providers to Google’s Cloud Platform and Rackspace, as examples of the Group’s ongoing assessment and implementation of the appropriate technologies to best meet our clients’ needs. The Group employs a highly qualified and experienced Technical team, managed by a vastly experienced Technical management team.
Recruiting and retaining employees at the appropriate level
Recruitment and retention are at the forefront of the Group’s operations. During 2023 a number of initiatives were implemented in order to improve recruitment and retention, namely: improvements to the recruitment process; employee onboarding and engagement; and training and development. The Group has a dedicated team responsible for managing and reviewing its Employee Value Proposition (EVP) to ensure it remains best-in-class, and runs several initiatives to support the EVP proposition during the year. As a result of these initiatives we have been able to recruit and retain employees at the appropriate level and will continue to develop these initiatives during the forthcoming year.

Page 2

 
ARTESIAN SOLUTIONS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
The Group’s key financial and other performance indicators for the year were as follows: 


2023
Turnover (£k)
10,201
Operating Loss (£k)  [1]
(123)
Operating Loss (£k)  [2]
(3,319)
Loss after tax (£k)  [2]
(3,633)
Average number of employees
91

[1] Before amortisation of goodwill and depreciation
[2] Includes amortisation of goodwill of £3,363k and depreciation of £47k.

In addition to a broad range of financial KPIs the Group also monitors a number of operational KPIs, both of which are used on a regular basis to inform management decisions and actions. 


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



................................................
A Yates
Director

Date: 7 August 2024

Page 3

 
ARTESIAN SOLUTIONS 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.

Directors' responsibilities statement

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 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 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 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 Group 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.

Results and dividends

The loss for the Year, after taxation, amounted to £3,693,050 (2022 - loss £3,804,861).

The results for the year were in line with the Group’s Operating Plan. The Board do not recommend a payment of a dividend for the year.

Directors

The directors who served during the Year were:

A Yates 
S Borthwick 
M Blackadder 
J Fitzpatrick (resigned 31 December 2023)
I Milbourn 

Page 4

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

Future developments

Looking ahead to 2024, the Group’s intends to build on the solid trading performance achieved in 2023, with increased turnover driven by improvements in new business sales, sales generated from Partner channels, and improved gross and net retention from existing customers. 
The Group also intends to continue investment in its product offerings and improvements in its technical infrastructure, to ensure it remains best-in-class. 
Finally, the Group intends to generate an operating profit in 2024, improving on the small operating loss realised in 2023, through increased turnover and a modest increase in operating expenses.  

Qualifying third party indemnity provisions

Directors’ and officers’ insurance cover has been established for all Directors to provide appropriate cover for their reasonable actions on behalf of the Company. The indemnities, which constitute a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006, were in force during the 2021 financial year and remain in force for all current and past Directors of the Company.

Going Concern

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, based on forecasts. They continue to adopt the going concern basis in preparing the annual financial statements.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

There are no other significant events after the balance sheet date and signing of these accounts.

Auditors

The auditorsNortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

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

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





................................................
A Yates
Director

Date: 7 August 2024

Page 6

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARTESIAN SOLUTIONS LIMITED
 

Opinion


We have audited the financial statements of Artesian Solutions Limited (the 'parent Company') and its subsidiaries (the 'Group') for the Year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2023 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

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARTESIAN SOLUTIONS LIMITED (CONTINUED)


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 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.


Page 8

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARTESIAN SOLUTIONS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


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 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 objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows: 
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
- We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
- We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 

 
Page 9

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ARTESIAN SOLUTIONS LIMITED (CONTINUED)


- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.


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.





Anthony Campbell (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Chartered Accountants and Statutory Auditor
  
2nd Floor
Now Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

7 August 2024
Page 10

 
ARTESIAN SOLUTIONS LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
10,200,841
9,387,719

Cost of sales
  
(891,156)
(1,206,062)

Gross profit
  
9,309,685
8,181,657

Administrative expenses
  
(12,629,511)
(11,638,574)

Operating loss
 5 
(3,319,826)
(3,456,917)

Interest payable and similar expenses
 9 
(750,700)
(576,475)

Loss before tax
  
(4,070,526)
(4,033,392)

Tax on loss
 10 
377,476
228,531

Loss for the financial Year
  
(3,693,050)
(3,804,861)

Loss for the Year attributable to:
  

Owners of the parent
  
(3,693,050)
(3,804,861)

  
(3,693,050)
(3,804,861)

The notes on pages 19 to 37 form part of these financial statements.

Page 11

 
ARTESIAN SOLUTIONS LIMITED
REGISTERED NUMBER: 05667880

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
10,215,118
11,573,522

Tangible assets
 12 
57,330
70,124

  
10,272,448
11,643,646

Current assets
  

Debtors: amounts falling due within one year
 14 
3,130,453
2,589,508

Cash at bank and in hand
 15 
758,641
1,414,091

  
3,889,094
4,003,599

Creditors: amounts falling due within one year
 16 
(9,315,775)
(7,868,295)

Net current liabilities
  
 
 
(5,426,681)
 
 
(3,864,696)

Total assets less current liabilities
  
4,845,767
7,778,950

Creditors: amounts falling due after more than one year
 17 
(3,651,363)
(4,417,769)

Net assets
  
1,194,404
3,361,181


Capital and reserves
  

Called up share capital 
 20 
26,352
25,719

Share premium account
 21 
20,843,733
19,318,901

Foreign exchange reserve
 21 
(677)
(1,485)

Profit and loss account
 21 
(19,675,004)
(15,981,954)

Equity attributable to owners of the parent Company
  
1,194,404
3,361,181

  
1,194,404
3,361,181


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




................................................
A Yates
Director

Date: 7 August 2024

The notes on pages 19 to 37 form part of these financial statements.
Page 12

 
ARTESIAN SOLUTIONS LIMITED
REGISTERED NUMBER: 05667880
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023


Page 13

 
ARTESIAN SOLUTIONS LIMITED
REGISTERED NUMBER: 05667880

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

Note
£
£

Fixed assets
  

Tangible assets
 12 
51,200
63,799

Investments
 13 
11,704,431
10,205,855

  
11,755,631
10,269,654

Current assets
  

Debtors: amounts falling due within one year
 14 
7,844,428
7,282,767

Cash at bank and in hand
 15 
362,677
622,502

  
8,207,105
7,905,269

Creditors: amounts falling due within one year
 16 
(6,278,972)
(5,422,888)

Net current assets
  
 
 
1,928,133
 
 
2,482,381

Total assets less current liabilities
  
13,683,764
12,752,035

  

Creditors: amounts falling due after more than one year
 17 
(3,635,529)
(4,417,769)

  

Net assets
  
10,048,235
8,334,266


Capital and reserves
  

Called up share capital 
 20 
26,352
25,719

Share premium account
 21 
20,843,733
19,318,901

Profit and loss account brought forward
  
(11,010,354)
(11,047,973)

Profit for the Year
  
188,504
37,619

Profit and loss account carried forward
  
(10,821,850)
(11,010,354)

  
10,048,235
8,334,266


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


................................................
A Yates
Director

Date: 7 August 2024

The notes on pages 19 to 37 form part of these financial statements.

Page 14

 
ARTESIAN SOLUTIONS LIMITED
 

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


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
25,682
19,318,938
(120)
(12,177,093)
7,167,407


Comprehensive income for the year

Loss for the year
-
-
-
(3,804,861)
(3,804,861)

FX Movement
-
-
(1,365)
-
(1,365)
Total comprehensive income for the year
-
-
(1,365)
(3,804,861)
(3,806,226)


Contributions by and distributions to owners

Shares issued during the year
37
-
-
-
37

Shares redeemed during the year
-
(37)
-
-
(37)


Total transactions with owners
37
(37)
-
-
-



At 1 January 2023
25,719
19,318,901
(1,485)
(15,981,954)
3,361,181


Comprehensive income for the Year

Loss for the Year
-
-
-
(3,693,050)
(3,693,050)

FX Movement
-
-
808
-
808
Total comprehensive income for the Year
-
-
808
(3,693,050)
(3,692,242)


Contributions by and distributions to owners

Shares issued during the year
633
1,524,832
-
-
1,525,465


Total transactions with owners
633
1,524,832
-
-
1,525,465


At 31 December 2023
26,352
20,843,733
(677)
(19,675,004)
1,194,404


The notes on pages 19 to 37 form part of these financial statements.

Page 15

 
ARTESIAN SOLUTIONS LIMITED
 

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


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

£
£
£
£


At 1 January 2022
25,682
19,318,938
(11,047,973)
8,296,647


Comprehensive income for the year

Profit for the year
-
-
37,619
37,619
Total comprehensive income for the year
-
-
37,619
37,619


Contributions by and distributions to owners

Shares issued during the year
37
-
-
37

Shares redeemed during the year
-
(37)
-
(37)


Total transactions with owners
37
(37)
-
-



At 1 January 2023
25,719
19,318,901
(11,010,354)
8,334,266


Comprehensive income for the year

Profit for the Year
-
-
188,504
188,504
Total comprehensive income for the Year
-
-
188,504
188,504


Contributions by and distributions to owners

Shares isseued during the year
633
1,524,832
-
1,525,465


Total transactions with owners
633
1,524,832
-
1,525,465


At 31 December 2023
26,352
20,843,733
(10,821,850)
10,048,235


The notes on pages 19 to 37 form part of these financial statements.

Page 16

 
ARTESIAN SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial Year
(3,693,050)
(3,804,861)

Adjustments for:

Provision for bad debts
11,857
-

Amortisation of intangible assets
3,363,493
3,229,820

Depreciation of tangible assets
47,712
72,266

Loss on disposal of tangible assets
23,519
-

Interest expense
723,517
576,475

Taxation charge
(377,476)
228,531

(Increase)/decrease in debtors
(145,824)
101,578

Increase/(decrease) in creditors
119,794
(512,533)

Corporation tax received
-
507,327

Foreign exchange
-
(1,365)

Net cash generated from operating activities

73,542
397,238


Cash flows from investing activities

Purchase of tangible fixed assets
(25,296)
(38,285)

Purchase of unlisted and other investments
(323,998)
-

Net cash proceeds from acquisition of investee
181,691
-

Net cash from investing activities

(167,603)
(38,285)
Page 17

 
ARTESIAN SOLUTIONS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Issue of share premium
355,000
-

Purchase of share premium
(3,933)
-

New secured loans
600,000
-

Repayment of loans
(991,367)
-

Interest paid
(521,897)
(576,475)

Net cash used in financing activities
(562,197)
(576,475)

Net (decrease) in cash and cash equivalents
(656,258)
(217,522)

Cash and cash equivalents at beginning of Year
1,414,091
1,631,613

Foreign exchange gains and losses
808
-

Cash and cash equivalents at the end of Year
758,641
1,414,091


Cash and cash equivalents at the end of Year comprise:

Cash at bank and in hand
758,641
1,414,091

758,641
1,414,091


The notes on pages 19 to 37 form part of these financial statements.

Page 18

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Artesian Solutions Limited is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The registered office is disclosed on the Company Information page.
The principal activity of the company in the year under review was that of the development and supply of Cloud (web) based software which automates the process of search and surveillance of internet based information sources to deliver commercial intelligence to drive sales productivity.

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 judgment 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. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their cost at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account for the entire period.

 
2.3

Going concern

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, based on forecasts. They continue to adopt the going concern basis in preparing the annual financial statements.

Page 19

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

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 Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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.

 
2.5

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:

 - Subscription and maintenance revenue - recognises revenue from its software as a service business in equal monthly instalments over the period of the contract.

 
2.6

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.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 20

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the Year in which they are incurred.

 
2.9

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.

 
2.10

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 and the Group operate and generate income.

 
2.11

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.

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.

 
2.12

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 21

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
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.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the leasehold term
Short-term leasehold property
-
Fixtures and fittings
-
4 years
Office equipment
-
3 years
Computer equipment
-
3 years

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Debtors

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

 
2.15

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 Consolidated 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 Group's cash management.

Page 22

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Creditors

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

 
2.17

Financial instruments

The Group 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 Group's Balance Sheet when the Group 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 Group'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

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the
Page 23

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are listed below:
(A) Estimating the recoverability of loans held
(B) Estimating the impairment of the investments held 


4.


Turnover

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


2023
2022
£
£

Subscription services
10,200,841
9,387,719


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Research & development charged as an expense
1,900,116
1,553,262

Exchange differences
4,690
16,506

Other operating lease rentals
155,172
143,492

Page 24

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the Year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
27,500
25,000


7.


Employees

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


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
5,779,333
5,502,952
4,454,347
3,800,192

Social security costs
626,912
582,939
501,054
370,219

Cost of defined contribution scheme
125,627
91,709
108,034
66,238

6,531,872
6,177,600
5,063,435
4,236,649


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
86
70
62
48



Directors
5
5
5
5

91
75
67
53

Page 25

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
662,341
705,391

Group contributions to defined contribution pension schemes
12,871
12,766

675,212
718,157


The highest paid director received remuneration of £219,300 (2022 - £198,882).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,250 (2022 - £3,938).


9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
749,959
576,475

Other loan interest payable
741
-


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(377,476)
(228,531)

Taxation on loss on ordinary activities
 
(377,476)
 
(228,531)
Page 26

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year/year

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

2023
2022
£
£


Loss on ordinary activities before tax
(4,070,526)
(4,033,392)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(773,400)
(766,344)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
639,064
613,666

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(1,374)
585

Permanent timing differences
(346,458)
(383,933)

Deferred tax asset not recognised
(147,210)
49,292

Coporation tax rate changes
260,503
115,279

Adjustments to tax charge in respect of prior periods
(8,601)
142,924

Total tax charge for the Year/year
(377,476)
(228,531)

The profits for the year ended 31 December 2023 and 31 December 2022 are taxed at 19% and 19% respectively. 
Following the 2021 Budget announcement, the rate of corporation tax has increased from 19% to 25% from 1 April 2023. Accordingly, profits earned in future period were taxed at 25% rather than 19%.

Page 27

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
16,149,100


Additions
2,005,089



At 31 December 2023

18,154,189



Amortisation


At 1 January 2023
4,575,578


Charge for the Year on owned assets
3,363,493



At 31 December 2023

7,939,071



Net book value



At 31 December 2023
10,215,118



At 31 December 2022
11,573,522



Page 28

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets

Group






Short-term leasehold property
Fixtures and fittings
Computer equipment
Other fixed assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
-
-
745,651
-
745,651


Additions
8,000
-
17,296
-
25,296


Acquisition of subsidiary
-
23,929
1,654
7,557
33,140


Disposals
-
(23,929)
(1,654)
-
(25,583)



At 31 December 2023

8,000
-
762,947
7,557
778,504



Depreciation


At 1 January 2023
-
-
675,527
-
675,527


Charge for the Year on owned assets
222
1,177
44,886
1,427
47,712


Disposals
-
(1,177)
(888)
-
(2,065)



At 31 December 2023

222
-
719,525
1,427
721,174



Net book value



At 31 December 2023
7,778
-
43,422
6,130
57,330



At 31 December 2022
-
-
70,124
-
70,124




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short leasehold
7,778
-

7,778
-


Page 29

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           12.Tangible fixed assets (continued)


Company






Short-term leasehold property
Computer equipment
Total

£
£
£

Cost or valuation


At 1 January 2023
-
411,271
411,271


Additions
8,000
17,296
25,296



At 31 December 2023

8,000
428,567
436,567



Depreciation


At 1 January 2023
-
347,472
347,472


Charge for the Year on owned assets
222
37,673
37,895



At 31 December 2023

222
385,145
385,367



Net book value



At 31 December 2023
7,778
43,422
51,200



At 31 December 2022
-
63,799
63,799






Page 30

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
10,205,855


Additions
1,498,576



At 31 December 2023
11,704,431





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

DueDil Limited
2 Winnersh Field Gazelle Close, Winnersh, Wokingham, RG41 5QS
Ordinary
100%
Artesian Solutions Inc
101 Arch Street, 8th Floor, Boston, MA 02110
Ordinary
100%
W2 Global Data Solutions Limited
2 Winnersh Field Gazelle Close, Winnersh, Wokingham, RG41 5QS
Ordinary
100%


14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
2,312,758
1,865,110
1,416,334
1,267,426

Amounts owed by group undertakings
-
-
5,957,562
5,641,387

Other debtors
554,997
441,506
372,636
254,167

Prepayments and accrued income
262,698
282,892
97,896
119,787

3,130,453
2,589,508
7,844,428
7,282,767


Page 31

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Cash and cash equivalents

Group
Group
Company
Company
£
£
£
£

Cash at bank and in hand
758,641
1,414,091
362,677
622,502

758,641
1,414,091
362,677
622,502



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
2,209,999
1,600,000
2,200,000
1,600,000

Trade creditors
1,579,827
1,082,957
520,653
413,261

Other taxation and social security
974,313
814,462
756,769
622,497

Other creditors
353,154
339,225
341,652
322,662

Accruals and deferred income
4,198,482
4,031,651
2,459,898
2,464,468

9,315,775
7,868,295
6,278,972
5,422,888



17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
£
£
£
£

Bank loans
3,651,363
4,417,769
3,635,529
4,417,769

3,651,363
4,417,769
3,635,529
4,417,769




Page 32

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
2,209,999
1,600,000
2,200,000
1,600,000

Amounts falling due in 1 year

2,209,999
1,600,000
2,200,000
1,600,000

Amounts falling due 2-5 years

Bank loans
3,651,363
4,417,769
3,635,529
4,417,769


Included within bank loans, are loan arrangement fees of £54,488, amortisation of £13,622 (FY22: £13,622) is included within admin expenditure.


19.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
758,641
1,414,091
362,677
622,502

Financial assets that are debt instruments measured at amortised cost
2,387,484
1,937,963
7,442,255
6,972,391

3,146,125
3,352,054
7,804,932
7,594,893


Financial liabilities

Financial liabilities measured at amortised cost
10,232,022
(11,998,545)
(7,247,213)
(9,629,052)


Financial assets measured at fair value through profit or loss comprise of cash at bank and in hand.
Financial assets are debt instruments measured at amortised cost comprise of trade debtors, other debtors and amounts owed by group undertakings.
Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals and amounts owed to group undertakings.

Page 33

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2,198,649 (2021 - 2,135,354) Ordinary shares of £0.0100 each
21,986
21,353
429,686 (2021 - 429,686) A Ordinary shares of £0.0100 each
4,297
4,297
690,530 (2021 - 310,000) A1 Ordinary shares of £0.0001- each
69
69

26,352

25,719


On 16 August 2023 the company issued 63,300 Ordinary shares of £0.01 each as part of the acquisition of W2.


21.


Reserves

Share premium account

The share premium account amount of £20,843,733 (2022 - £19,318,938) includes all amounts over and above the nominal value of its shares.

Foreign exchange reserve

The foreign exchange reserve amount of £677 (2022 - £1,485) relates to Artesian Inc. on conversion to GBP.

Profit and loss account

The profit and loss account total of £20,044,309 (2022 - £15,981,954) includes all current and prior period retained profits and losses.

Page 34

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.
 

Business combinations

On 16 August 2023, Artesian Solutions Limited acquired W2 Global Data Solutions Limited.

Acquisition of W2 Global Data Solutions Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
33,141
33,141

33,141
33,141

Current Assets

Debtors
549,597
549,597

Cash at bank and in hand
181,691
181,691

Total Assets
764,429
764,429

Creditors

Due within one year
(1,271,122)
(1,271,122)

Total Identifiable net liabilities
(506,693)
(506,693)


Goodwill
2,005,089

Total purchase consideration
1,498,396

Consideration

£


Cash
282,150

Equity instruments
1,174,398

Directly attributable costs
41,848

Total purchase consideration
1,498,396

Page 35

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
282,150

Directly attributable costs
41,848

323,998

Less: Cash and cash equivalents acquired
(181,691)

Net cash outflow on acquisition
142,307

The goodwill arising on acquisition is attributable to the acquisition of W2 Data Solutions Limited

The results of W2 Global Data Solutions Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
882,355

Profit for the period since acquisition
33,017


23.


Pension commitments

The Group operates a defined contribution pension scheme, the assets of which are held separately from those of the Company in an independently administered fund. 
A charge of £125,627 (2022: £91,709) was recognised in the period. Contributions totalling £45.044 (2022: £37,335) were payable to the fund at the balance sheet date and are included within creditors.


24.


Commitments under operating leases

At 31 December 2023 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
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
74,130
67,000
74,130
67,000

Later than 1 year and not later than 5 years
1,180,800
95,250
1,180,800
95,250

1,254,930
162,250
1,254,930
162,250

Page 36

 
ARTESIAN SOLUTIONS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Related party transactions

MJF Pension Trustees Limited (a company controlled by; A Yates, S Borthwick and M Blackadder)
During the year, the Company paid MJF Pension Trustees Limited £69,446 (2022: £73,700) for office rent. The balance outstanding as at the balance sheet date was £16,110 (2022: £6,700) and is included within trade creditors.


26.


Controlling party

The directors do not consider any one individual to have ultimate control.


27.


Non-cash transactions

The following transactions have not affected the Cash Flow Statement

2023
2022
£
£
Tax credit over R&D

520,944

-
 
Tax payable

(520,944)

-
 
Issue of ordinary share in acquisition of investee

633

-
 
Issue of share premium on acquisition of investee

1,173,765

-
 
Goodwill

(1,174,398)

-
 


 
Page 37