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Registered number: 06960657


TRAPEZE ITS U.K. LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
TRAPEZE ITS U.K. LTD
 

COMPANY INFORMATION


Directors
S Westermann (resigned 1 January 2023)
C Marks (appointed 1 January 2023)
R Clay 
L Eskenazi 




Company secretary
C Sidhu



Registered number
06960657



Registered office
Brook Suite, Ground Floor
Bewley House

Marshfield Road

Chippenham

SN15 1JW




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB





 
TRAPEZE ITS U.K. LTD
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 6
Independent auditors' report
7 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 30


 
TRAPEZE ITS U.K. LTD
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal activity
 
The principal activity of the Company during the year was that of software development, deployment and support.

Business review
 
As one of the UK’s leading Intelligent Transport System companies, we provide Automatic Vehicle Location (AVL) and Real Time Passenger Information (RTPI) software and services to public and private sector clients in the United Kingdom and the Republic of Ireland. The Company has approximately 50 experts based in the United Kingdom, who sell, develop, implement, and support a range of software applications that are used by local government and commercial organisations to promote sustainable forms of mobility. We do this by ensuing passengers can access efficient and reliable transport services by being fully informed via accurate real-time information relating to departure times, transfer and schedule deviations.
 
The Company supports a range of software applications that overcome complexity and deliver quality and innovation through our own products and services with a best-in-class supply chain.
 
In 2023, the business continued to focus on growing its revenues with existing clients, whilst securing new name contracts across its sectors of operation, including a nationwide deployment with the NTA in Ireland. As a result of this activity, the directors are satisfied with the performance of the business in 2023.
 
For 2024, we forecast continued growth as we help our clients develop green transport solutions that will sustainably drive economic growth across the UK and the Republic of Ireland. Specifically, we’ll focus on providing innovative passenger information using the latest machine-learning technologies, enabling people to make better, informed travel decisions.
 
As referenced below, the directors use certain financial KPI to measure the business. During the period the Company exceeded its target against each KPI.

Principal risks and uncertainties
 
The material business risk faced by the Company that are likely to have an effect on the financial prospects of he Company are outlined below:
Business risk management
The directors view the business risks for the Company as low and manageable. The Company has a wide and balanced portfolio of clients. As significant proportion of the Company’s revenues are derived from long term, recurring business held with loyal, long-term clients. The Company has strong personnel in the management team, and at every tier of operation. 
Financial risk management
The Company is profitable and cash generative and makes little use of financial instruments, other than an operational bank account, trader debtors, and trade creditors. The Company benefits from strong recurring revenues, typically paid annually in advance. Consequently, its exposure to risks associated with credit, liquidity, and cash flow is not material for the assessment of the assets, liabilities, financial position, and profit or loss of the Company. The Company also benefits from long-term Support and Maintenance contracts, which significantly reduces price risk. The competitive nature of the industry does still pose a risk, although the Company’s focus on quality and complexity provides some mitigation.  

Page 1

 
TRAPEZE ITS U.K. LTD
 

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

Financial key performance indicators
 
The directors used the Key Performance Indicators defined by its parent company. The Key Performance Indicators are Sales, Net Revenue Growth, Gross Margin, and EBITA. 
 
The performance against these metrics in 2023 is considered acceptable by the directors, albeit further improvements will be pursued in 2024. 


2023
2022
2021
Sales
£7,107,984
£5,264,202
£4,294,332
Net sales growth
35%
22.6%
(12.1)%
Gross margin
£1,282,488
£1,069,505
£1,250,852
EBITA
£173,629
£911,570
£56,118

In addition to the above KPIs, the Company also pays close attention to its Net Tangible Asset (NTA) position. The group requires that the Company is party to a central corporate treasury function which allows the group to centrally manage its liquidity and financial risk whilst ensuring capital is deployed globally in the most effective manner. However, this can mean that locally the financial strength of the Company is not necessarily conveyed by the corporate NTA when reading these financial statements in isolation. To fully understand the size and strength of the corporate group of which the Company is part, these financial statements should be read in conjunction with those of Constellation Software Inc., which are available from the Company's website.


This report was approved by the board on 1 August 2024 and signed on its behalf.




C Marks
Director

Page 2

 
TRAPEZE ITS U.K. LTD
 
 
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

The directors who served during the year were:

S Westermann (resigned 1 January 2023)
C Marks (appointed 1 January 2023)
R Clay 
L Eskenazi 

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 101 ‘Reduced Disclosure Framework’. 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 and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Results and dividends

The profit for the year, after taxation, amounted to £4,543,274 (2022 - £37,744,592). This includes dividends received in the year of £4,192,291 (2022- £37,033,489).

A dividend of £3,361,456 was paid in the year (2022 - £28,861,959).

Future developments

The Company will continue to grow by winning new customers as well as working closely with our current customers to deliver valuable solutions. As well we will continue to drive efficiencies by investing in our resources and people to service future growth.

Page 3

 
TRAPEZE ITS U.K. LTD
 

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

Section 172 statement

Introduction
The company’s business model is to provide software and hardware products which enable transport operators to provide sustainable, efficient and environmentally friendly methods of public transportation. As part of the Modaxo Group, the Company has access to a deep and diverse knowledge pool which the Company uses to continue development of next generation systems.
Employees
The company’s group of talented & dedicated employees are its most important resource, the Company is proud to provide regular internal and external training & development sessions which are open to all employees. The company also provides centralised resources to support employee physical and mental wellbeing.
Environment
The company is committed to operating in an environmentally sustainable way. The company is part of a Group-wide asset retention and disposal policy in relation to computer hardware, which includes specialist WEEE recycling via a 3rd party. Where the company provides employees with a vehicle, the company is committed to providing the most CO2 efficient vehicle that meets all relevant criteria.
Business operations
The company maintains a high standard of professionalism and integrity in all of its business dealings, treating all internal and external stakeholders with respect and equality.

Page 4

 
TRAPEZE ITS U.K. LTD
 

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

Greenhouse gas emissions, energy consumption and energy efficiency action

At Trapeze ITS UK Ltd, we recognize the importance of environmental stewardship and are committed to reducing our carbon footprint as part of our broader sustainability strategy. The Annual Energy and Carbon Report is a key component of our transparency and accountability initiatives, providing stakeholders with detailed insights into our energy consumption, greenhouse gas emissions, and the actions we are taking to enhance energy efficiency. By sharing this information, we aim to demonstrate our commitment to responsible energy management and our progress toward achieving our sustainability goals.
 
In this report, we present a comprehensive overview of our energy consumption across various sources, including electricity and natural gas. We also provide a detailed account of our greenhouse gas emissions, categorized by scope, and highlight the energy efficiency measures we have implemented over the reporting period. 
 
We are proud of the progress we have made so far, but we acknowledge that there is still much work to be done. As we move forward, we will continue to set ambitious targets, monitor our performance, and adapt our strategies to ensure that we remain at the forefront of sustainable business practices.
 
The Company's greenhouse gas emissions and energy consumption are as follows: 


2023
2022

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
11.5
9.3

Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
3.7
4.4

Energy consumed from activities for which the Company is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Company for its own use, including for the purposes of transport, in kWh
75,499
68,742

Energy Efficiency Actions
During the reporting period, we have implemented several key measures aimed at optimizing our energy use and minimizing our carbon footprint. Below are the principal energy efficiency actions undertaken:

1.Promoting Behavioural Change
We launched an employee engagement program aimed at promoting energy-saving behaviours within the workplace. This included awareness campaigns and incentives for energy-efficient practices.
 
2.Fleet Management Improvements
We optimized our vehicle fleet by introducing fuel-efficient hybrid vehicles and implementing better route     planning to reduce fuel consumption and emissions.
 
Methodologies
In this section, we detail the methodologies and standards used to calculate our energy consumption and greenhouse gas (GHG) emissions. Transparency and consistency in our reporting are essential, and we aim to provide clear, replicable, and verifiable data. Below, we outline the key methodologies applied in preparing this report.
 
Data Collection: We collected data on energy consumption from utility bills. We collected data on fuel by using the total mileage for the fleet and converting that into kWh by assuming 1 litre of fuel gives 12.5 Km and 8.9 kWh. The data covers all relevant energy sources, including electricity, natural gas, and other fuels.
 
Conversion Factors: We used the latest conversion factors provided by the UK Department for Business, Energy & Industrial Strategy (BEIS) to convert energy consumption from kWh to CO2e. 
Page 5

 
TRAPEZE ITS U.K. LTD
 

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


Intensity Metrics
In this section, we present the intensity metrics used to evaluate the efficiency and sustainability of our energy use and greenhouse gas (GHG) emissions. These metrics are crucial for assessing our performance relative to our operational scale and for benchmarking against industry standards. 
The Directors monitor energy consumption against revenue, and during 2023 2 CO2e of energy was consumed per £1 thousand of revenue generated (2022: 3 CO2e).

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.

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.
 





C Marks
Director
Date: 1 August 2024

Page 6

 
TRAPEZE ITS U.K. LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRAPEZE ITS U.K. LTD
 

Opinion


We have audited the financial statements of Trapeze ITS U.K. Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, 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 101 ‘Reduced Disclosure Framework’ (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 profit 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 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.


Page 7

 
TRAPEZE ITS U.K. LTD
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRAPEZE ITS U.K. LTD (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 3, 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 8

 
TRAPEZE ITS U.K. LTD
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRAPEZE ITS U.K. LTD (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
2 Communications Road
Greenham Business Park
Greenham
Newbury
Berkshire
RG19 6AB

2 August 2024
Page 9

 
TRAPEZE ITS U.K. LTD
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
7,107,984
5,264,202

Cost of sales
  
(5,825,496)
(4,194,697)

Gross profit
  
1,282,488
1,069,505

Administrative expenses
  
(1,108,859)
(157,935)

Operating profit
 5 
173,629
911,570

Income from shares in group undertakings
  
4,192,291
37,033,489

Interest receivable and similar income
 9 
301,046
28,299

Interest payable and similar expenses
 10 
(11,577)
(6,154)

Profit before tax
  
4,655,389
37,967,204

Tax on profit
 11 
(112,115)
(222,612)

Profit for the financial year
  
4,543,274
37,744,592

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

The notes on pages 13 to 30 form part of these financial statements.

Page 10

 
TRAPEZE ITS U.K. LTD
REGISTERED NUMBER:06960657

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Tangible assets
 13 
585,919
643,111

Investments
 14 
96,353,310
96,353,310

  
96,939,229
96,996,421

Current assets
  

Stocks
 15 
228,070
148,573

Debtors
 16 
10,689,598
13,828,709

Cash at bank and in hand
 17 
80,248
74,017

  
10,997,916
14,051,299

Creditors: amounts falling due within one year
 18 
(1,402,428)
(5,712,078)

Net current assets
  
 
 
9,595,488
 
 
8,339,221

Total assets less current liabilities
  
106,534,717
105,335,642

  

Creditors: amounts falling due after more than one year
 19 
(390,921)
(373,664)

  
106,143,796
104,961,978

  

  

Net assets
  
106,143,796
104,961,978


Capital and reserves
  

Called up share capital 
 22 
1,003
1,003

Share premium account
 23 
94,027,956
94,027,956

Profit and loss account
 23 
12,114,837
10,933,019

  
106,143,796
104,961,978


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 August 2024.

C Marks
Director

The notes on pages 13 to 30 form part of these financial statements.

Page 11

 
TRAPEZE ITS U.K. LTD
 

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 2023
1,003
94,027,956
10,933,019
104,961,978



Profit for the year
-
-
4,543,274
4,543,274

Dividends: Equity capital
-
-
(3,361,456)
(3,361,456)


At 31 December 2023
1,003
94,027,956
12,114,837
106,143,796


The notes on pages 13 to 30 form part of these financial statements.


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


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

£
£
£
£

At 1 January 2022
1,003
94,027,956
2,050,386
96,079,345



Profit for the year
-
-
37,744,592
37,744,592

Dividends: Equity capital
-
-
(28,861,959)
(28,861,959)


At 31 December 2022
1,003
94,027,956
10,933,019
104,961,978


The notes on pages 13 to 30 form part of these financial statements.

Page 12

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Trapeze ITS U.K. Ltd is a private company limited by shares and incorporated in England and Wales. Its registered head office is located at Brook Suite, Ground Floor, Bewley House, Marshfield Road, Chippenham, England, SN15 1JW.

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 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

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 74A(b) of IAS 16
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Constellation Software Inc. as at 31 December 2023 and these financial statements may be obtained from https://www.csisoftware .com/.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 13

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future. The Directors have reviewed the working capital requirements of the Company for a period of at least 12 months from the anticipated date of signing the financial statements and are satisfied that the Company will be able to meet its liabilities as they fall due. 

 
2.5

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'.

Page 14

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)

 
2.6

Revenue

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company's activities. Revenue is shown net of value added tax, returns, rebates and discounts after eliminating sales within the company. 
To determine whether to recognise revenue, the Company follows a 5 step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5 Recognising revenue when/as performance obligation(s) are satisfied
Software licenses and hardware sales are recognised when the customer obtains control of the asset, which is on delivery of the asset. When delivery of goods is delayed at the buyers request, the customer specifically acknowledges the deferred delivery instructions and the usual payment terms apply; revenue is recognised when the customer takes title of the goods.
Consultancy and service revenues provided on a time and materials basis are recognised when the services has been performed. For services provided on a fixed price basis, revenue is recognised when the Company has a present right to receive payment for the services performed. Maintenance and warranty renewals are recognised rateably over the period of the contract.
When a contract consists of various components that operate independently of each other, the Company recognises revenue for each component as if it were an individual contract. 

 
2.7

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;


The lease liability is included in 'Creditors' on the Statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are
Page 15

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)


2.7
Leases (continued)

subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Intangible Assets', 'Tangible Fixed Assets' and 'Investment Property' lines, as applicable, in the Statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.12.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

 
2.8

Interest income

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

 
2.9

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.

 
2.10

Pensions

Defined contribution pension plan

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

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

Page 16

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

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

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

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

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

 
2.12

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.

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

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
-
Straight line over lease term
Fixtures and fittings
-
5-10 years
Computer equipment
-
3-5 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.

Page 17

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)

 
2.14

Stocks

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

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

 
2.15

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.

 
2.16

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.

 
2.17

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.18

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.

Page 18

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)

 
2.19

Financial instruments


The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 19

 
TRAPEZE ITS U.K. LTD
 

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

2.Accounting policies (continued)

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained. 
Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustment within the next financial year are included below.
Critical judgments that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following:
Revenue recognition
Management applies judgment when a contract involves delivery of multiple components. Judgment will be required here to determine whether these should be bundled together or treated as distinct and accounted for as separate performance obligations. It is not expected that this aggregation will change either the period over which revenue is recognised or how the Company's significant revenue streams are classified and reported. 
Impairment of investment in subsidiaries
The Company tests annually whether the carrying value of investment in subsidiaries has suffered any impairment. The recoverable amount has been determined based on value in use calculations. These calculations require the use of estimates.
Provisions
In recognising provisions, the Company evaluates the extent to which it is probable that it has incurred a legal of constructive obligations in respect of past events and the probability that there will be an outflow of benefits as a result. The judgments 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. 

Page 20

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The whole of the turnover is attributable to software consultancy and supply. 

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
1,123,554
923,217

Rest of Europe
5,044,172
3,938,569

Rest of the world
940,258
402,416

7,107,984
5,264,202



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
190,272
184,429

Exchange differences
229,092
(762,769)

Defined contribution pension cost
105,914
69,444


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
19,600
18,700


Fees payable to the Company's auditor and its associates in respect of tax compliance services is £3,200 (2022: £3,025) and all other services is £2,900 (2022: £2,750).




Page 21

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

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


2023
2022
£
£

Wages and salaries
4,100,284
2,405,198

Social security costs
378,006
257,138

Cost of defined contribution scheme
105,914
69,444

4,584,204
2,731,780


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


        2023
        2022
            No.
            No.







Maintenance
45
43



Professional services
8
5

53
48


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
184,720

Company contributions to defined contribution pension schemes
-
8,968

-
193,688


During the year retirement benefits were accruing to no directors (2022 - NIL) in respect of defined contribution pension schemes.


9.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
301,046
-

Other interest receivable
-
28,299

301,046
28,299

Page 22

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Interest on lease liabilities
11,577
5,954

Other interest payable
-
200

11,577
6,154


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
99,174
193,690

Adjustments in respect of previous periods
-
50,304


99,174
243,994


Double taxation relief
-
(8,227)


99,174
235,767

Foreign tax


Foreign tax on income for the year
-
8,649

-
8,649

Total current tax
99,174
244,416

Deferred tax


Origination and reversal of timing differences
12,941
(21,804)

Total deferred tax
12,941
(21,804)


Taxation on profit on ordinary activities
112,115
222,612
Page 23

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
4,655,389
37,967,204


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
1,094,016
7,213,769

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
706
285

Capital allowances for year in excess of depreciation
1,517
(573)

Foreign tax credits
-
422

Adjustments to tax charge in respect of prior periods
48
50,304

Dividends from UK companies
(986,050)
(7,036,363)

Remeasurement of deferred tax for changes in tax rates
1,878
(5,232)

Total tax charge for the year
112,115
222,612


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2023
2022
£
£


Dividends paid to group company
3,361,456
28,861,959

3,361,456
28,861,959

Page 24

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Long-term leasehold property
Fixtures and fittings
Computer equipment
ROU assets
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
131,466
140,893
117,117
1,053,624
1,443,100


Additions
4,768
1,525
16,887
109,900
133,080


Disposals
-
-
-
(290,627)
(290,627)



At 31 December 2023

136,234
142,418
134,004
872,897
1,285,553



Depreciation


At 1 January 2023
14,242
136,048
76,945
572,754
799,989


Charge for the year on owned assets
13,306
1,469
20,370
-
35,145


Charge for the year on right-of-use assets
-
-
-
155,127
155,127


Disposals
-
-
-
(290,627)
(290,627)



At 31 December 2023

27,548
137,517
97,315
437,254
699,634



Net book value



At 31 December 2023
108,686
4,901
36,689
435,643
585,919



At 31 December 2022
117,224
4,845
40,172
480,870
643,111


The net book value of owned and leased assets included as "Tangible fixed assets" in the Statement of financial position is as follows:

2023
2022
£
£


Tangible fixed assets owned
150,276
272,227

Right-of-use tangible fixed assets
435,643
370,884

585,919
643,111

Page 25

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           13.Tangible fixed assets (continued)

Information about right-of-use assets is summarised below:

Net book value

2023
2022
£
£

Property
352,157
434,899

Motor vehicles
83,486
45,971

435,643
370,884

Depreciation charge for the year ended

2023
2022
£
£

Property
82,742
79,759

Motor vehicles
72,385
44,620

Other tangible fixed assets
-
-

155,127
120,370


14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
96,353,310



At 31 December 2023
96,353,310





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

BBT Software AG
Ptatz 4, CH-6039 Root D4
Ordinary
100%
Trapeze Switzerland GmbH
Industrieplatz 3, 8212 Neuhausen am Reheinfall
Ordinary
100%
Trapeze Poland sp. z.o.o
Strzgomska 140A, 54-429 Wroclaw, Poland
Ordinary
100%

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TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Stocks

2023
2022
£
£

Raw materials and consumables
186,995
95,494

Finished goods and goods for resale
41,075
53,079

228,070
148,573




16.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
27,765
27,765

27,765
27,765

Due within one year

Trade debtors
466,253
100,292

Amounts owed by group undertakings
9,921,030
13,472,376

Other debtors
17,889
67,716

Prepayments and accrued income
251,608
142,566

Deferred taxation
5,053
17,994

10,689,598
13,828,709



17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
80,248
74,017

80,248
74,017


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TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
24,122
38,394

Amounts owed to group undertakings
174,681
5,056,080

Corporation tax
225,947
37,125

Other taxation and social security
67,285
136,110

Lease liabilities
120,949
111,271

Accruals and deferred income
789,444
333,098

1,402,428
5,712,078



19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Lease liabilities
312,367
369,176

Accruals and deferred income
78,554
4,488

390,921
373,664



20.

Leases

Company as a lessee

The Company utilises a number of leases for property and motor vehicles which are capitalised under IFRS16.

Lease liabilities are due as follows:

2023
2022
£
£

Not later than one year
120,949
111,271

Between one year and five years
312,367
369,176

433,316
480,447

Page 28

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Deferred taxation




2023


£






At beginning of year
17,994


Charged to profit or loss
(12,941)



At end of year
5,053

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(16,647)
(16,171)

Short term timing differences
21,700
34,165

5,053
17,994


22.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



1,003 (2022 - 1,003) Ordinary shares of £1.00 each
1,003
1,003



23.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium. 

Profit and loss account

Includes all current and prior period retained profits and losses. 


24.


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 £105,914 (2022: £69,444).
Contributions totaling £19,524 (2022: £37,926) were payable to the fund at the reporting date and are included in creditors.

Page 29

 
TRAPEZE ITS U.K. LTD
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Related party transactions

As permitted by FRS 101, related party transactions with wholly owned members of Constellation Software Inc. have not been disclosed.


26.


Controlling party

The immediate parent company was Trapeze Software ULC, a company incorporated in Canada, until 31 March 2023. After this date, there was a group reorganisation. The Company's immediate parent is now Modaxo Group Inc.
The largest and smallest group in which the results are consolidated is that headed by Constellation Software Inc. No other group company consolidates the results of the Company. 
Constellation Software Inc. is also the ultimate controlling party of the Company. The consolidated accounts of Constellation Software Inc. are available to the public and may be obtained from www.csisoftware.com/category/stat-filings.

Page 30