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Company Information
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Contents
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Strategic report
For the year ended 31 December 2023
The directors present their strategic report for Jaama Limited (“the company”) for the year ended 31 December 2023.
The principal activity of the company is the development, sales and support of fleet management software packages.
During the period the company was acquired by Lexana Finance a subsidiary of Lexana Holdings.
The company’s turnover increased by 17% following an increase in sales to new customers along with new modules. Pre tax profit increased to £5,170,181 (2022: £3,392,565) with a dividend of £1.5m paid prior to the acquisition.
Credit risk
The company offers standard market terms to customers, typically 30 days and regularly reviews credit risk of both new and existing customers. Payment from customers is in advance and is a key requirement of them being licenced to use our key business critical software, thus credit risk is viewed as being very low. Liquidity Risk The company seeks to manage liquidity risk by regularly forecasting cashflows and monitoring banking facilities to ensure sufficient funds are available to meet the company's financial obligations for the foreseeable future. IT Systems & Infrastructure Risk The company is dependent on internal and third parties' IT systems to ensure its merchant site can trade. Disaster recovery and contingency plans are in plan to mitigate any risk and are reviewed periodically.
The gross profit for the year increased from £11,159,138 to £13,028,644. The rise is gross profit is due to the increase in sales revenue, whilst maintaining costs at a similar level to the prior year.
The operating profit margin for the year was was 34.7% (2022: 23.2%) following the increase in revenue and holding costs. On a monthly basis, a financial reporting pack is produced for review and discussion with the directors along with quarterly reviews with the parent board. This includes a statement of comprehensive income, a statement of financial position and budget comparison. Following the acquisition, a number of key financial and non-financial performance indicators are analysed monthly with the management team including (but not limited to) gross margin, churn, new business sales, platform performance and speed, bugs, customer health.
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Strategic report (continued)
For the year ended 31 December 2023
The new ownership will re-invest profits into the business through significant increases in software development in modernisation and expansion of the product range, along with upgrading its customer support and account management activities.
This report was approved by the board and signed on its behalf by:
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Directors' report
For the year ended 31 December 2023
The directors present their annual report and the financial statements of Jaama Ltd ('the company') for the year ended 31 December 2023.
The directors who served during the year were:
The directors are responsible for preparing the annual report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
The profit for the year, after taxation, amounted to £4,505,982 (2022 - £2,616,992). During the year the directors proposed a total distribution of dividends amounted to £1,500,000 (2022 - £424,055).
The company has chosen, in accordance with s.414C(11) Companies Act 2006, to set out in the Strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' report. It has been done so in respect of future developments.
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Directors' report (continued)
For the year ended 31 December 2023
This report was approved by the board and signed on its behalf by:
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Independent auditors' report to the members of Jaama Ltd
For the year ended 31 December 2023
We have audited the financial statements of Jaama 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 policies. The 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).
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.
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Independent auditors' report to the members of Jaama Ltd (continued)
For the year ended 31 December 2023
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.
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.
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Independent auditors' report to the members of Jaama Ltd (continued)
For the year ended 31 December 2023
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.
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:
How the audit was considered capable of detecting irregularities due to fraud Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing firms providing software as a service;
∙we made enquiries of management as to where they considered there was susceptibility to fraud, and their
knowledge of actual, suspected and alleged fraud;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial
statements of the company through discussions with directors and other management at the planning stage, and from our knowledge and experience of auditing firms providing software as a service;
∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non compliance with laws and regulations; and
∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material
effect on the financial statements or the operations of the company including the Companies Act 2006, employment legislation, and taxation legislation. We assessed the extent of compliance with the laws and regulations identified above through:
∙making enquiries of management;
∙reviewing legal expenditure and correspondence throughout the period for any potential litigation or claims; and
∙considering the internal controls in place that are designed to mitigate risks of fraud and non compliance with laws
and regulations. To address the risk of fraud through management bias and override of controls, we:
∙determined the susceptibility of the company to management override of controls by checking the implementation
of controls and enquiring of individuals involved in the financial reporting process;
∙reviewed journal entries throughout the period to identify unusual transactions;
∙performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large
variances from the prior year;
∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the company’s management;
∙tested the occurrence and cut-off of revenue by reviewing revenue recognised and agreeing to terms of service
contracts and customer orders and investigated any material variances to expectations; and
∙carried out substantive testing to check the occurrence and cut-off of expenditure.
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Independent auditors' report to the members of Jaama Ltd (continued)
For the year ended 31 December 2023
Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:
∙agreeing financial statement disclosures to underlying supporting documentation; and
∙enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as they may involve deliberate concealment or collusion. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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.
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 2006. Our 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.
for and on behalf of
130 Wood Street
EC2V 6DL
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Statement of comprehensive income
For the year ended 31 December 2023
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Statement of financial position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 26 form part of these financial statements.
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Statement of changes in equity
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
Jaama Ltd is a private company limited by shares and it was incorporated in England and Wales. Its registered office and principal place of business is 15 Amber Business Village, Amber Close, Tamworth, B77 4RP and its registered number is 05186026.
2.Accounting policies
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 Republic of Ireland' ('FRS 102') and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic
of Ireland":
∙ the requirements of Section 7 Statement of Cash Flows;
∙ the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙ the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),
12.29(b) and 12.29A.
This information is included in the consolidated financial statements of Lexana Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.
The company has received assurance from its immediate parent company, that it will continue to give financial support to the company for a period of at least twelve months from the date of signing these financial statements.
However, should the financial support mentioned above not be forthcoming, the going concern basis used in preparing the company's financial statements may be invalid and adjustments would have to be made to reduce the value of assets to their realisable amount and to provide for any liabilities which might arise. The financial statements do not include any adjustments to the company's assets or liabilities which might be necessary should this basis not continue to be appropriate.
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (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, unless stated.
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.
The company only enters into basic financial instrument transactions that result in the recognition of
financial assets and liabilities like trade and other debtors and creditors and loans to related parties.
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Notes to the financial statements
For the year ended 31 December 2023
to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Revenue recognition The company considers the provision of software subscriptions to involve an indeterminate number of acts over the length of the service period. Therefore, in accordance with FRS 102 paragraph 23.15, the company recognises this revenue on a straight-line basis over the specified service periods in each contract. The provision of other services, such as tailored work to meet customers’ needs, requires the company to estimate the percentage of completion of each service at the reporting date to determine appropriate levels of revenue to recognise and defer. Section 455 tax liability Included within the corporation tax liability at 31 December 2023 is £342,141 recognised under Section 455 of the Corporation Tax Act 2010 in respect of loans made to associated undertakings that have subsequently made payments to a participator. In recognising this liability, the company has estimated the total amount it expects to have recovered within nine months of its reporting date. If the actual amount recovered differs from this estimate, the resulting Section 455 tax liability will vary accordingly.
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Notes to the financial statements
For the year ended 31 December 2023
An analysis of turnover by geographical market is as follows:
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
12.Taxation (continued)
The deferred taxes at the reporting date reflected in these financial statements have been measured at the UK rates likely to be applied when the deferred taxes crystallise.
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
Capital redemption reserve
Profit and loss account
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Notes to the financial statements
For the year ended 31 December 2023
The company operates a defined contributions pension scheme. The pension cost charge represents contributions payable by the company to the fund and amounted to £343,867 (2022(unaudited) - £451,954). Contributions totaling £32,179 (2022(unaudited) - £22,226) were payable to the fund at the reporting date and are included in creditors.
During the year ended 31 December 2023, directors purchased motor vehicles from the company for a total of £291,275 (2022 (unaudited): £nil). The directors also incurred expenditure on behalf of the company during the year totalling £7,794 (2022 (unaudited): £nil). The company paid £nil (2022 (unaudited): £607,262) in expenses on behalf of the directors. At 31 December 2023, the company owed the directors £992 (2022 (unaudited): £6,643).
In the year ended 31 December 2022, the company recognised revenue of £222,395 in the statement of comprehensive income in error. This has been correctly restated as deferred income in the prior year comparatives of these financial statements. Furthermore, the company omitted, in error, accrued expenditure of £359,000 at 31 December 2022. The prior year comparatives in these financial statements have been restated to recognise this accrued expense.
These restatements have resulted in a decrease in revenue and increase in deferred income of £222,395 and an increase in administrative expenses and accruals of £359,000. The net reduction in profit before tax is from these restatements £581,395. The impact of this adjustment to revenue and deferred income is that the company was in a position of having negative distributable reserves following the payment of dividends of £424,055 and the repurchase of own shares of £3,819,000 in the year ended 31 December 2022. The directors are confident that this does not constitute a departure from the Companies Act that would require either transaction to be reversed.
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Notes to the financial statements
For the year ended 31 December 2023
The immediate parent undertaking of the company is Lexana Finance Limited, a company incorporated in England and Wales.
The ultimate parent undertaking of the company is Lexana Holdings Ltd. The smallest and largest group of undertakings for which group accounts have been drawn up which include the company is headed by Lexana Holdings Limited. The registered office of Lexana Holdings Limited is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. The principal place of business of Lexana Holdings Limited is 15 Amber Business Village, Amber Close, Tamworth, B77 4RP.
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