Registered number: 12516929
INTELLICENE SOFTWARE UK LTD
(FORMALLY KNOWN AS COGNYTE SOFTWARE UK LIMITED)
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 DECEMBER 2022
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INTELLICENE SOFTWARE UK LTD
REGISTERED NUMBER: 12516929
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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INTELLICENE SOFTWARE UK LTD
REGISTERED NUMBER: 12516929
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2022
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 13 August 2024.
The notes on pages 5 to 20 form part of these financial statements.
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INTELLICENE SOFTWARE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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Comprehensive income for the period
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Foreign currency differences
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Other comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Share based payment expense
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Total transactions with owners
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The notes on pages 5 to 20 form part of these financial statements.
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INTELLICENE SOFTWARE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2022
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Comprehensive income for the year
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Foreign currency differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Share based payment expense
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Total transactions with owners
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The notes on pages 5 to 20 form part of these financial statements.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Intellicene Software UK Limited is a private company limited by shares. The company was incorporated in the United Kingdom and is registered in England and Wales. Its registered office address is Salisbury House, Station Road, Cambridge, CB1 2LA. The principal activity of the Company during the year was the distribution of Situational Intelligence Solutions in the UK and broader European market.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared to cover the eleven month period ended 31 December 2022. The accounting reference date was previously 31 January and the prior period financial statements were prepared for the year ended 31 January 2022, therefore the comparatives are not directly comparable. The accounting reference date was changed in order to bring it into line with the accounting reference date of the new parent and ultimate parent companies.
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.
The following principal accounting policies have been applied:
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙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 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;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙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 2022 and these financial statements may be obtained from 20 Adelaide Street East, Toronto, Ontario, Canada, M5C 2T6.
The directors have reviewed the cash flow forecast and business plan as provided by management which includes the rate of revenue growth, margins and cost control and considered the Company’s financial resources. Based on their review, the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they adopt the going concern basis in preparing these financial statements.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP. In the prior period the presentational currency used was US$, however the directors have chosen to change the currency as it better represents the functional currency of the entity and its operations.
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'.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
To determine whether to recognise revenue, the Company follows a five-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 obligation; and
5. recognising revenue when/as performance obligation(s) are satisfied.
Revenue comprises:
a) the provision of hardware products (which include software that works together with the hardware to deliver the product's essential functionality) and licensing of software products; and
b) service and support revenue, including revenue from installation services, post-contract customer support ("PCS"), software as a service ("SaaS"), consulting and training.
Revenue is recognised either at a point in time or over time when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers.
The Company recognises contract liabilities for consideration received in respect of unsatisfied performance obligations based on underlying contracts and reports these amounts within accruals and deferred income. If the Company satisfies a performance obligation before it received the consideration, the Company recognises a receivable on its Statement of Financial Position.
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.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the period 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.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued.
When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination. Changes in the estimated value of contingent consideration arising on business combinations completed as a consequence result in a change in the carrying value of the related goodwill.
Goodwill is capitalised as an intangible asset and is not amortised. Instead it is reviewed annually for impairment with any impairment in carrying value being charged to profit or loss. The Companies Act 2006 requires acquired goodwill to be reduced by provisions for depreciation calculated to write off the amount systematically over a period chosen by the directors, not exceeding its useful economic life. It has been deemed, however, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view. The effect of this departure has not been quantified because it is impracticable and, in the opinion of the directors, would be misleading.
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.
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:
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.
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.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Cash and cash equivalents
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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.
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.
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Provisions for liabilities
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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.
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.
Fair value through profit or loss
All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Impairment of financial assets
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
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial instruments (continued)
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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
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
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.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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Eleven months ended
31 December
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The average monthly number of employees, including the directors, during the period was as follows:
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Eleven months ended
31 December
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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Charge for the period on owned assets
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
6.Tangible fixed assets (continued)
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As at 31 December 2022, there were no contractual commitments for the acquisition of tangible fixed assets (31 January 2022: £nil).
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Amounts owed by group undertakings
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Prepayments and accrued income
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The net carrying value of debtors is considered to be a reasonable approximation of their fair value. As at 31 December 2022, the Company recognised an allowance in respect of expected credit losses on trade receivables totalling £nil (31 January 2022 £5,202), which has been recognised in administrative expenses.
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Cash and cash equivalents
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The net carrying value of creditors is considered to be a reasonable approximation of their fair values and comprise amounts outstanding for trade purchases and ongoing costs. Normal credit terms for most suppliers are 30 days and the Company tries to adhere to these terms where possible. No interest is charged on trade creditors. The Company has financial risk management policies in place to ensure that all payables are paid within the credit time frames.
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Creditors: Amounts falling due after more than one year
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Accruals and deferred income
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Charged to profit or loss
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
11.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Tax losses carried forward
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A deferred tax asset has been recognised in respect of tax losses carried forward for which there is evidence of recoverability within the five years following the balance sheet date. The directors consider it prudent not to recognise the remainder of the deferred tax asset given that it is expected to take a longer period of time until taxable profits will be made against which they can be utilised.
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Allotted, called up and fully paid
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200 (2022 - 200) Ordinary shares of £0.745000 each
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Share premium account
The share premium account represents the consideration paid for shares over the nominal value, net of issue costs.
Foreign exchange reserve
The foreign exchange reserve contains differences arising on foreign currency translation into the new presentational currency of the financial statements.
Profit and loss account
The profit and loss account includes the cumulative retained profits and losses.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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At the current period end the company has no outstanding share options granted to employees. In prior periods share options had been held by employees, as detailed below, however these share options ceased to exist following the sale of the company on 1 December 2022.
Certain employees of the Company had been granted Restricted Stock Units ("RSUs") in Verint Systems Inc. common stock. The RSUs were an obligation to deliver a set number of shares of Verint Systems Inc. common stock on specified dates. The RSUs vested over three or four years, depending on the date of award, at 33% or 25% per year respectively. The Group made annual grants each year with the fair value of the RSUs equivalent to the market value of Verint Systems Inc. common stock on the grant date.
As part of the Verint Group business division separation plan under which the Company acquired the assets and liabilities of Verint Systems UK Limited relating to the Cyber Intelligence Solutions division, RSUs over 4,700 fully paid up shares were transferred into Intellicene Software UK Limited. These shares vested at a rate of 25% per year and had a fair value of $16,686 in the prior financial period.
During the prior financial period a further 1,500 RSUs over fully paid up shares in the what was the ultimate parent company were granted to employees under the share incentive scheme. These shares vested at a rate of 33% per year and had a fair value of $20,027 in the prior financial period.
The Company recognised total expenses of £42,187 (31 January 2022: £27,326) in respect of cash-settled share based payment transactions in the financial period.
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Pension contributions during the period amounted to £18,732 (31 January 2022: £20,417) and as at the statement of financial position date no balance (31 January 2022: £nil) was unpaid and included within accruals.
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Related party transactions
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During the period the Company entered into transactions with other group companies. The Company has taken advantage of the exemption provided in FRS 101 not to disclose transactions occurring with wholly owned members of a group.
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The Company's immediate controlling party is Assetworks Canada Inc, a company incorporated in Canada.
Constellation Software Inc is the ultimate parent company and controlling party. Constellation Software Inc is incorporated in Canada and its registered office is currently located at 20 Adelaide Street East, Toronto, Ontario, Canada, M5C 2T6.
Constellation Software Inc is the parent undertaking of the largest group which prepares publicly available consolidated financial statements for the period ended 31 December 2022. Copies of the consolidated financial statements may be obtained from its registered office.
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INTELLICENE SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The auditors' report on the financial statements for the period ended 31 December 2022 was unqualified.
The audit report was signed on 13 August 2024 by Jacqui Williams FCA (Senior statutory auditor) on behalf of Donald Reid Limited.
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