REGISTERED NUMBER: 06548121 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
ACL EUROPE LTD. |
REGISTERED NUMBER: 06548121 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
ACL EUROPE LTD. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Profit or Loss | 10 |
Consolidated Statement of Profit or Loss and Other Comprehensive Income |
11 |
Consolidated Statement of Financial Position | 12 |
Company Statement of Financial Position | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Statement of Cash Flows | 16 |
Company Statement of Cash Flows | 17 |
Notes to the Statements of Cash Flows | 18 |
Notes to the Consolidated Financial Statements | 20 |
ACL EUROPE LTD. |
COMPANY INFORMATION |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
GROUP STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
The directors present their strategic report of the company and the group for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
For the year ending 31 December 2023, the turnover was $13,320K (FY22: $20,021K), gross profit was $2,278K (FY22:$4,225K) and net profit/(loss) for the year was $495K (FY22: ($(207K)). |
Revenue and operating profit have decreased in 2023 due to the reassignment of customer contracts for the UK business to another group entity. Revenue and operating profit growth is expected for the French business in 2024 due to various initiatives including expansion of strategic partnership program, ramping of operations in EMEA and continued enhancements to the Company's flagship cloud-based Diligent One platform. |
The directors believes that the group remains in a strong position in its sectors of the market. Both income and profit before tax are measured as part of the group's key performance indicators. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties that could impact the company's performance include market & economic conditions, compliance with GDPR and other data protection regulations which are critical to a SaaS company. These are not considered a significant risk to the company as these risks are managed at the Diligent group level rather than on an individual company basis. As a result, the company has reduced its exposure to business and financial risks as it is able to call on group financial resources and experience. |
The company is also exposed to risks of compliance with government regulations, legal and ethical standards. The company minimizes this risk through a framework of policies and procedures and by hiring external experts where appropriate. Employees are required to complete annual trainings in relation to policies on regulations, legal and ethical. The Legal department in the Diligent group is consulted regularly on any clarification regarding this area. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
GROUP STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
KEY PERFORMANCE INDICATORS |
The directors evaluate performance based on several key performance indicators including turnover, gross profit and net income. The directors are focused on actions which support the company's profitability by monitoring and controlling its operating costs and improving its margin. The directors are satisfied with the group's performance. The directors will continue to monitor how these KPIs perform and are reviewing the monthly financial package to measure performance versus the plan. In addition to the financial key performance indicators, the directors also monitor certain non-financial key performance indicators at the group level as outlined below: |
Employees |
As a service organisation, our employees are key to our business. The senior leadership team of the Diligent group has engaged directly with employees through frequent site visits and 'town hall' meetings. All employees are subject to the group remuneration policy and a discretionary bonus may be offered to employees based on achieving individual goals and the financial performance of the company. |
Stakeholder Engagement |
The company has built and maintained relationships with key investors, advisors and suppliers. The directors recognise the importance of these relationships and take active steps to develop and strengthen them through dialogue and engagement. These relationships are regularly monitored at the group level. The group monitors compliance with its corporate governance codes and reinforces the group's requirement that its business be conducted with ethical standards and integrity. |
ON BEHALF OF THE BOARD: |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of global provider of governance, risk and compliance, audit analytics and continuous monitoring software to financial executives, compliance professionals and auditors. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTORS |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ACL EUROPE LTD. |
Opinion |
We have audited the financial statements of ACL Europe Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Company Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK. |
In our opinion: |
- | the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2023 and of the group's profit for the year then ended; |
- | the group financial statements have been properly prepared in accordance with IFRSs as adopted by the UK; |
- | the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of the Companies Act 2006; and |
- | the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 and one day 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ACL EUROPE LTD. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified any matters in the Group Strategic Report or the Report of the Directors that are inconsistent with our overall view of the financial statements. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ACL EUROPE LTD. |
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 a Report of the Auditors 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: |
Identifying and assessing potential irregularities, including fraud |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
- Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration. |
- Enquiring of management concerning policies and procedures relating to: |
1. Complying with laws and regulations and whether there were any instances of non-compliance; |
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
- Evaluating revenue recognition systems and the controls in place over revenue recognition with the assistance of management. |
- Discussing within the engagement team, with component auditor and internal specialists where necessary, regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud: |
1. Revenue recognition; |
2. Management override |
- Discussing within the engagement team, with component auditor and internal specialists where necessary, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006, UK tax legislation and UK employment law, together with their equivalents within the operating territory of the subsidiary entity. |
Audit response to the risks identified |
As noted above, we identified revenue recognition and management override as matters that would most likely be susceptible to fraud. Our procedures to respond to these risks included the following: |
- Viewing sales invoices and ensuring revenue is allocated to each performance obligation correctly. Invoices were also viewed to ensure turnover was recognised in the correct period; |
- Review of the general ledger, including journals, for the year to ensure there was no evidence of management override. |
Further, we also identified compliance with the Companies Act 2006, UK tax legislation and employment law as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
- Review the financial statement disclosures and testing to supporting documentation to assess compliance with the Companies Act 2006 |
- Safeguard review of financial statements by a chartered accountant independent of the audit team; |
- Safeguard review of the corporation tax computation by someone independent of the audit team and CTA qualified; |
- Checked a sample of compliance with right to work checks and reviewed legal fees for indications of material issues arising out of non-compliance with employment law. |
The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members, component auditor and internal specialists where necessary, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
ACL EUROPE LTD. |
There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
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 Report of the Auditors. |
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 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 a Report of the Auditors 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 |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
CONSOLIDATED STATEMENT OF PROFIT OR LOSS |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | $Â Â Â | $Â Â Â |
CONTINUING OPERATIONS |
Revenue | 3 | 13,319,694 | 20,020,648 |
Cost of sales | (11,041,380 | ) | (15,795,690 | ) |
GROSS PROFIT | 2,278,314 | 4,224,958 |
Administrative expenses | (1,676,483 | ) | (3,983,655 | ) |
OPERATING PROFIT | 601,831 | 241,303 |
Finance costs | 5 | (15,317 | ) | - |
Finance income | 5 | 50,479 | 5,951 |
PROFIT BEFORE INCOME TAX | 6 | 636,993 | 247,254 |
Income tax | 7 | (141,923 | ) | (454,494 | ) |
PROFIT/(LOSS) FOR THE YEAR | 495,070 | (207,240 | ) |
Profit/(loss) attributable to: |
Owners of the parent | 495,070 | (207,240 | ) |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
PROFIT/(LOSS) FOR THE YEAR | 495,070 | (207,240 | ) |
OTHER COMPREHENSIVE INCOME |
Item that will not be reclassified to profit or loss: |
Capital contribution reserve movement | 8,592 | 15,477 |
Income tax relating to item that will not be reclassified to profit or loss |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
8,592 |
15,477 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
503,662 |
(191,763 |
) |
Total comprehensive income attributable to: |
Owners of the parent | 503,662 | (191,763 | ) |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | $Â Â Â | $Â Â Â |
ASSETS |
NON-CURRENT ASSETS |
Property, plant and equipment | 10 | - | - |
Investments | 11 | - | - |
Trade and other receivables | 12 | 708,790 | 976,864 |
708,790 | 976,864 |
CURRENT ASSETS |
Trade and other receivables | 12 | 3,050,290 | 8,562,369 |
Cash and cash equivalents | 13 | 3,132,216 | 4,102,071 |
6,182,506 | 12,664,440 |
TOTAL ASSETS | 6,891,296 | 13,641,304 |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 14 | 2 | 2 |
Other reserves | 15 | 14,722 | 6,130 |
Retained earnings | 15 | 2,278,539 | 1,783,469 |
TOTAL EQUITY | 2,293,263 | 1,789,601 |
LIABILITIES |
NON-CURRENT LIABILITIES |
Contract liabilities | 3 | 32,722 | 366,505 |
CURRENT LIABILITIES |
Trade and other payables | 16 | 1,199,273 | 1,772,847 |
Contract liabilities | 3 | 3,204,747 | 9,470,452 |
Tax payable | 161,291 | 241,899 |
4,565,311 | 11,485,198 |
TOTAL LIABILITIES | 4,598,033 | 11,851,703 |
TOTAL EQUITY AND LIABILITIES | 6,891,296 | 13,641,304 |
The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2024 and were signed on its behalf by: |
A Ginsberg - Director |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
COMPANY STATEMENT OF FINANCIAL POSITION |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | $Â Â Â | $Â Â Â |
ASSETS |
NON-CURRENT ASSETS |
Property, plant and equipment | 10 |
Investments | 11 | 8,475 | 8,475 |
Trade and other receivables | 12 |
CURRENT ASSETS |
Trade and other receivables | 12 |
Cash and cash equivalents | 13 |
TOTAL ASSETS |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 14 |
Retained earnings | 15 |
TOTAL EQUITY |
LIABILITIES |
NON-CURRENT LIABILITIES |
Contract liabilities | 3 | 19,185 | 315,914 |
CURRENT LIABILITIES |
Trade and other payables | 16 |
Contract liabilities | 3 | 1,310,079 | 7,166,061 |
Tax payable |
TOTAL LIABILITIES |
TOTAL EQUITY AND LIABILITIES |
The financial statements were approved by the Board of Directors and authorised for issue on |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
$Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Balance at 1 January 2022 | 2 | 2,981,362 | - | 2,981,364 |
Changes in equity |
Dividends | - | (1,000,000 | ) | - | (1,000,000 | ) |
Total comprehensive income | - | (197,893 | ) | 6,130 | (191,763 | ) |
Balance at 31 December 2022 | 2 | 1,783,469 | 6,130 | 1,789,601 |
Changes in equity |
Total comprehensive income | - | 495,070 | 8,592 | 503,662 |
Balance at 31 December 2023 | 2 | 2,278,539 | 14,722 | 2,293,263 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
$Â Â Â | $Â Â Â | $Â Â Â |
Balance at 1 January 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2023 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
CONSOLIDATED STATEMENT OF CASH FLOWS |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Cash flows from operating activities |
Cash generated from operations | 1 | (406,339 | ) | (5,334,456 | ) |
Interest paid | (15,317 | ) | - |
Tax paid | (222,531 | ) | (6,027 | ) |
Net cash from operating activities | (644,187 | ) | (5,340,483 | ) |
Cash flows from investing activities |
Purchase of tangible fixed assets | - | (5,487 | ) |
Interest received | 50,479 | 5,951 |
Net cash from investing activities | 50,479 | 464 |
Cash flows from financing activities |
Loans (to)/from group members | (376,147 | ) | 7,524,075 |
Equity dividends paid | - | (1,000,000 | ) |
Net cash from financing activities | (376,147 | ) | 6,524,075 |
(Decrease)/increase in cash and cash equivalents | (969,855 | ) | 1,184,056 |
Cash and cash equivalents at beginning of year |
2 |
4,102,071 |
2,918,015 |
Cash and cash equivalents at end of year | 2 | 3,132,216 | 4,102,071 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
COMPANY STATEMENT OF CASH FLOWS |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Interest paid | ( |
) |
Tax paid | ( |
) | ( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) |
Interest received |
Net cash from investing activities |
Cash flows from financing activities |
Loans (to)/from group members | (74,557 | ) | 6,178,722 |
Equity dividends paid | ( |
) |
Net cash from financing activities | ( |
) |
(Decrease)/increase in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
2,414,670 |
Cash and cash equivalents at end of year | 2 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE STATEMENTS OF CASH FLOWS |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
Group |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Profit before income tax | 636,993 | 247,254 |
Depreciation charges | - | 22,840 |
Loss on disposal of fixed assets | - | 21,319 |
Share option charge | 8,592 | 6,130 |
Retained earnings transfer | - | 9,346 |
Finance costs | 15,317 | - |
Finance income | (50,479 | ) | (5,951 | ) |
610,423 | 300,938 |
Decrease/(increase) in trade and other receivables | 5,561,343 | (2,728,295 | ) |
Increase/(decrease) in trade and other payables | 21,383 | (562,529 | ) |
Decrease in contract liabilities | (6,599,488 | ) | (2,344,570 | ) |
Cash generated from operations | (406,339 | ) | (5,334,456 | ) |
Company |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Profit before income tax |
Depreciation charges |
Loss on disposal of fixed assets |
Finance costs | 15,317 | - |
Finance income | (41,486 | ) | (5,157 | ) |
475,126 | 160,815 |
Decrease/(increase) in trade and other receivables | ( |
) |
Decrease in trade and other payables | ( |
) | ( |
) |
Decrease in contract liabilities | (6,152,711 | ) | (1,508,523 | ) |
Cash generated from operations | ( |
) | ( |
) |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE STATEMENTS OF CASH FLOWS |
for the Year Ended 31 December 2023 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Group | Company |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
$Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Cash and cash equivalents | 3,132,216 | 4,102,071 | 1,676,606 | 3,245,755 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 | 31.12.22 | 1.1.22 |
$Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Cash and cash equivalents | 4,102,071 | 2,918,015 | 3,245,755 | 2,414,670 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
ACL Europe Ltd. is a |
2. | ACCOUNTING POLICIES |
Basis of preparation |
Basis of consolidation |
The financial statements relate to ACL Europe Limited and its French subsidiary, ACL France SARL. The financial statements for both of these entities are made up to 31 December 2023. |
The subsidiary company, based in an overseas jurisdiction, does not require an audit under its respective home legislation. |
The consolidated financial statements do not include any revenue or expenses derived from inter-company trading. In addition, all inter-company indebtness has been eliminated. |
The functional currencies of the group's entities are US Dollars ($). The consolidated financial statements are presented in US Dollars ($). |
Going concern |
The directors have considered company forecasts for the next two financial periods and expect the group will remain profitable. They also believe that the company has adequate resources to continue operating for a period in excess of 12 months and 1 day from the signing of the audit report, and therefore the going concern basis remains appropriate. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
The preparation of the Group's and Company's financial report requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. |
Estimates and assumptions |
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group and Company based their assumptions and estimates on parameters available when the financial report was prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group and Company. Such changes are reflected in the assumptions when they occur. |
Revenue from contracts with customers |
Revenue stems from complex contracts with customers, where the more complex contracts include revenues in relation to several different revenue streams, such as license revenue and support and maintenance revenue. In these contracts, the executive management estimates how the revenues should be allocated to each performance obligation, and different principles for the revenue recognition can be applied for different performance obligations. These principles include full revenue recognition up-front at date of delivery, over-time revenue recognition over the term of the contract. |
Capitalised contract costs |
Capitalised costs are the incremental selling costs that are associated with acquiring customer contracts and consist primarily of sales commissions paid to the Company's sales force. Commissions earned upon the execution of initial contracts are deferred and amortised over the expected customer life. Capitalised costs with a period of more than twelve months are classified as long term. |
Depreciation and amortisation |
Management uses judgement to estimate the useful lives and residual value of depreciating tangible and intangible assets. |
Deferred tax |
Management uses judgements concluding whether any possible deferred tax asset should be recognised. |
Share based payments |
Management have made judgements with regards to the fair value of the share options and in concluding that all employees with options will receive those options. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Changes in accounting policies |
The Company has consistently applied the accounting policies to all periods presented in these financial statements. |
Current versus non-current classification |
The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is: |
Expected to be realised or intended to be sold or consumed in the normal operating cycle |
Held primarily for the purpose of trading |
Expected to be realised within 12 months after the reporting period, or |
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. |
All other assets are classified as non-current. |
A liability is current when: |
It is expected to be settled in the normal operating cycle |
It is held primarily for the purpose of trading |
It is due to be settled within 12 months after the reporting date, or |
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period |
The Company classifies all other liabilities as non-current. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover comprises of revenue recognised by the Group in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts. |
The Group enters into arrangements for the sale of (i) arrangements consisting of the Group's software-as-a-service ("SaaS") offerings, (ii) licences of software products, (iii) technical support services, and (iv) professional services including training and implementation services. |
The Group recognises revenue for each of the arrangements only when persuasive evidence of an arrangement exists, ownership is transferred, revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the entity. If any of these criteria are not met, revenue is deferred until all the criteria have been met. In instances where maintenance is bundled with license of software productions, such maintenance terms are typically one year. |
SaaS subscription fees are combined as a single unit of accounting and are recognised rateably over the contractual terms of the subscription arrangements beginning on the date that the service is made available to customers. Perpetual license revenues are recognised at a point in time upon delivery of the right to use the license. |
Technical support revenue is earned from maintenance contracts, which generally have a contractual term of 12 months and include telephone and web-based support, software updates and rights to software updates on a when-and-if-available basis. Technical support revenues are recognised pro-rateably over the contractual terms of the support period. |
Professional services revenue is comprised of course fees for customer training and education, as well as implementation services billed. In all cases, the Group assesses whether the service element of the arrangement is essential to the functionality of the other elements of the agreement. Professional services revenue is recognised as the services are performed. |
If the contract contains multiple performance obligations that include software subscription of SaaS subscription and professional services, the company allocates the transaction price to the separate performance obligations on a relative standalone selling price basis. |
The standalone selling prices of the Company's service are typically estimated using a market assessment approach based on the Company's overall pricing objectives taking into consideration market conditions and other factors including the number of solutions sold, client demographics and the number and types of users within the contracts. |
Deferred revenue represents amounts received from customers under certain license, technical support services, subscription services, and professional services arrangements for which the revenue earnings process has not been completed. These amounts relate primarily to provisions of subscriptions, technical support arrangements, and software implementations with future deliverables. |
The Group recognises revenue from distributors upon receipt of an order confirmation detailing the sale and end-user information. The Group does not provide right of return to distributors. |
Cash and cash equivalents |
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value. |
In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Property, plant and equipment |
Computer equipment | - |
A formal evaluation of the useful life of assets is performed every year to determine whether the useful life estimate of a given asset class is appropriate. The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. |
Property, plant and equipment is initially measured at cost. |
Financial instruments |
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Basic financial assets |
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price, and are substantially carried at amortised cost using the effective interest method. Unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
Basic financial liabilities |
Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price. Unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
Debt instruments are subsequently carried at amortised cost, using the effective interest method. |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Employee benefit costs |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate. |
Share based payment transactions |
Employees of the Group may be entitled to receive share options in the Group's parent undertaking, Diamond Parent Holdings, Corp. There are awards of share options to staff throughout each financial year with all share options being on similar terms. Options are granted at fair value at date of award, have a ten-year expiry date, vest over four years in equal tranches and are settled by equity of the parent undertaking. |
The cost of these equity settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. No expense is recognised for awards that do not ultimately vest. |
At a balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement. The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity as a capital contribution from the parent entity. |
Recharges levied by the parent undertaking in respect of share options are charged directly to equity on the basis that this represents a return of the deemed capital contribution recorded in equity in respect of the share-based payments charge. |
Consolidated statement of cash flows |
The consolidated cash flow statement is presented using the indirect method. |
3. | REVENUE |
Revenue from contracts with customers |
Contract balances |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Contract liabilities |
Current |
Contract liabilities | 3,204,747 | 9,470,452 |
Non-current |
Contract liabilities | 32,722 | 366,505 |
3,237,469 | 9,836,957 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
3. | REVENUE - continued |
The group recognised liabilities of $3,237,469 (2022: $9,836,957) in relation to contracts with customers, with $1,329,264 (2022: $7,481,975) being recognised in ACL Europe Ltd. These represent invoices issued to/payments received from customers in advance of delivery of services. |
Revenue in the year arises from the following regions: |
- Europe $10,286,749 (2022: $18,295,140) |
- Asia $1,266,341 (2022: $807,116) |
- Africa $1,585,875 (2022: $917,680) |
- United States $180,729 (2022: $712) |
Revenue in the year is split between the following categories: |
- Subscriptions $12,556,879 (2022: $19,286,967) |
- Consulting $762,815 (2022: $733,681) |
4. | EMPLOYEES AND DIRECTORS |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Wages and salaries | 742,607 | 1,574,747 |
Social security costs | 162,179 | 187,197 |
Other pension costs | 175,107 | 77,252 |
1,079,893 | 1,839,196 |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
Administration and sales |
Only directors with service agreements with ACL Europe Ltd and its subsidiary have been included within the average number of employees. |
All employee's of ACL Europe Ltd were TUPE'd to another group entity in May 2022. |
Therefore the average number of employees for the prior year for ACL Europe Ltd have been disclosed for the period January - April 2022. |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Directors' remuneration | - | - |
Pension commitments |
The total contributions for the period ended 31 December 2023 were $175,107 (2022: $77,252) and there were outstanding pension contributions of $nil (2022: $nil) at the balance sheet date. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
5. | NET FINANCE INCOME |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Finance income: |
Interest received | 50,479 | 5,951 |
Finance costs: |
Interest payable | 15,317 | - |
Net finance income | 35,162 | 5,951 |
6. | PROFIT BEFORE INCOME TAX |
The profit before income tax is stated after charging/(crediting): |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Depreciation - owned assets | - | 22,839 |
Loss on disposal of fixed assets | - | 21,319 |
Auditors' remuneration | 129,199 | 56,725 |
Foreign exchange differences | (172,732 | ) | 215,328 |
7. | INCOME TAX |
Analysis of tax expense |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Current tax: |
Tax | 218,353 | 108,038 |
Tax (over)/under payment | - | 241,899 |
Prior year tax overprovision | (76,430 | ) | - |
Total current tax | 141,923 | 349,937 |
Deferred tax | - | 104,557 |
Total tax expense in consolidated statement of profit or loss | 141,923 | 454,494 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
7. | INCOME TAX - continued |
Factors affecting the tax expense |
The tax assessed for the year is lower (2022 - higher) than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Profit before income tax | 636,993 | 247,254 |
Profit multiplied by the standard rate of corporation tax in the UK of 23.521 % (2022 - 19 %) |
149,827 |
46,978 |
Effects of: |
Capital allowances in excess of depreciation | - | (3,923 | ) |
Loss on disposal of asset | - | 4,051 |
Disallowable expenditure | 76,219 | (26,679 | ) |
French foreign tax | 2,007 | 9,408 |
Withholding tax | 3,191 | 78,204 |
Utilisation of tax losses | (12,890 | ) | - |
Deferred tax movement | - | 104,556 |
Prior year tax (over)/underprovision | (76,431 | ) | 241,899 |
Tax expense | 141,923 | 454,494 |
8. | PROFIT OF PARENT COMPANY |
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's profit for the financial year was $408,736 (2022 - $(234,994) loss). |
9. | DIVIDENDS |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Ordinary share of $2 |
Interim | - | 1,000,000 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
10. | PROPERTY, PLANT AND EQUIPMENT |
Group |
Computer |
equipment |
$Â Â Â |
COST |
At 1 January 2023 |
and 31 December 2023 | 6,205 |
DEPRECIATION |
At 1 January 2023 |
and 31 December 2023 | 6,205 |
NET BOOK VALUE |
At 31 December 2023 | - |
At 31 December 2022 | - |
11. | INVESTMENTS |
Company |
Shares in |
group |
undertakings |
$Â Â Â |
COST |
At 1 January 2023 |
and 31 December 2023 | 8,475 |
NET BOOK VALUE |
At 31 December 2023 | 8,475 |
At 31 December 2022 | 8,475 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiary |
Registered office: 95 rue La Boétie, 75008 Paris, France |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â |
Aggregate capital and reserves |
Profit for the year |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
12. | TRADE AND OTHER RECEIVABLES |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Current: |
Trade debtors | 1,043,994 | 6,292,509 |
Amounts owed by group undertakings | 1,464,988 | 1,683,798 |
Other debtors | 430,140 | 415,531 | 343,431 | 367,627 |
VAT | - | - |
Prepayments and accrued income | 111,168 | 170,531 | 48,596 | 36,266 |
3,050,290 | 8,562,369 |
Non-current: |
Other debtors | 708,790 | 976,864 |
Aggregate amounts | 3,759,080 | 9,539,233 |
13. | CASH AND CASH EQUIVALENTS |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Bank accounts | 3,132,216 | 4,102,071 |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | $Â Â Â | $Â Â Â |
Ordinary | $2 | 2 | 2 |
Ordinary shares carry full and equal rights to participate in voting in all circumstances, in dividends and in capital distributions, whether on a winding up or otherwise. The shares are not redeemable. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
15. | RESERVES |
Group |
Retained | Other |
earnings | reserves | Totals |
$Â Â Â | $Â Â Â | $Â Â Â |
At 1 January 2023 | 1,783,469 | 6,130 | 1,789,599 |
Profit for the year | 495,070 | 495,070 |
Share option reserve | - | 8,592 | 8,592 |
At 31 December 2023 | 2,278,539 | 14,722 | 2,293,261 |
Company |
Retained |
earnings |
$Â Â Â |
At 1 January 2023 |
Profit for the year |
At 31 December 2023 |
16. | TRADE AND OTHER PAYABLES |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
$Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Current: |
Trade creditors | 26,417 | 35,147 |
Amounts owed to group undertakings | 619,636 | 1,214,593 |
Social security and other taxes | 24,460 | 68,140 |
Other creditors | - | 6,328 |
Accrued expenses | 482,976 | 411,852 | 92,841 | 113,193 |
VAT | 45,784 | 36,787 | 3,834 | - |
1,199,273 | 1,772,847 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
17. | FINANCIAL INSTRUMENTS |
Financial instruments are valued at amortised cost. |
Risk management |
The Group is exposed to market risk, credit risk and liquidity risk in the normal course of business. These risks are limited by the company's financial management policies and practices described below. There has been no change to the company's exposure to financial risk or the manner in which these risks are managed and measured. |
Market risk - currency risk |
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The company does not hold any material assets or liabilities denominated in currencies other than USD ($). It is therefore not exposed to significant currency risk. |
Credit risk |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date to recognised financial assets is the gross carrying amount, as disclosed in the balance sheet and notes to the financial statements. The Group does not hold any collateral. |
Liquidity risk |
The Group manages liquidity risk by maintaining adequate cash reserves by monitoring actual and forecast cashflows and matching the maturity profiles of financial assets and liabilities. |
The following tables detail the Group and the Company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. |
Group |
1 year or less |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Remaining contractual liabilities |
31.12.23 | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Non-derivatives |
Non-interest bearing |
Trade creditors | 26,416 | - | - | - | 26,416 |
Social security and other taxes |
24,460 |
- |
- |
- |
24,460 |
Other creditors | - | - | - | - | - |
VAT | 45,784 | - | - | - | 45,784 |
Total non-derivatives | 96,660 | - | - | - | 96,660 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
1 year or less |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Remaining contractual liabilities |
31.12.22 | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Non-derivatives |
Non-interest bearing |
Trade creditors | 35,147 | - | - | - | 35,187 |
Social security and other taxes |
68,140 |
- |
- |
- |
68,140 |
Other creditors | 6,328 | - | - | - | 6,328 |
VAT | 36,787 | - | - | - | 36,787 |
Total non-derivatives | 146,402 | - | - | - | 146,402 |
Company |
1 year or less |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Remaining contractual liabilities |
31.12.23 | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Non-derivatives |
Non-interest bearing |
Trade creditors | 1,251 | - | - | - | 1,251 |
Social security and other taxes |
- |
- |
- |
- |
- |
Other creditors | - | - | - | - | - |
VAT | 3,834 | - | - | - | 3,834 |
Total non-derivatives | 5,085 | - | - | - | 5.085 |
1 year or less |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Remaining contractual liabilities |
31.12.22 | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â | $Â Â Â |
Non-derivatives |
Non-interest bearing |
Trade creditors | 7,080 | - | - | - | 7,080 |
Social security and other taxes |
2,562 |
- |
- |
- |
2,562 |
Other creditors | 6,328 | - | - | - | 6,328 |
VAT | - | - | - | - | - |
Total non-derivatives | 15,970 | - | - | - | 15,970 |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
18. | RELATED PARTY DISCLOSURES |
Transactions between ACL Europe Ltd and other group member companies are as follows: |
Diligent Canada Inc. |
Dec-2023 | Dec-2022 |
Amount owed from Diligent Canada Inc. | - | $573,547 |
Amount owed to Diligent Canada Inc. | $15,180 | - |
Intercompany allocation expense paid to Diligent Canada Inc. | $2,204,197 | $8,264,508 |
ACL Services (Singapore) Pte. Ltd |
Dec-2023 | Dec-2022 |
Amount owed from ACL Services (Singapore) Pte. Ltd | $385,010 | $385,010 |
Diligent Japan Ltd |
Dec-2023 | Dec-2022 |
Amount owed to Diligent Japan Ltd | - | $29 |
Amount owed from Diligent Japan Ltd | $108 | - |
Galvanize Software Australia Pty. Ltd |
Dec-2023 | Dec-2022 |
Amount owed from Galvanize Software Australia Pty. Ltd | $10 | $65,126 |
Diligent Board Services Australia Pty Ltd |
Dec-2023 | Dec-2022 |
Amount owed from Diligent Board Services Australia Pty Ltd | $1 | $1 |
Intercompany allocation expense received from Diligent Board Services Australia Pty Ltd |
- |
$1 |
Diligent Software (Pty) Ltd |
Dec-2023 | Dec-2022 |
Amount owed from Diligent Software (Pty) Ltd | $73,024 | $69,421 |
AMA Partners |
Dec-2023 | Dec-2022 |
Amount owed to AMA Partners | $5,257 | - |
Amount owed from AMA Partners | - | $882 |
Intercompany allocation expense received from AMA Partners | - | $882 |
Intercompany allocation expense paid to AMA Partners | $6,139 | - |
Steele Compliance Solutions |
Dec-2023 | Dec-2022 |
Amount owed from Steele Compliance Solutions | $940 | $1,074 |
Intercompany allocation expense received from Steele Compliance Solutions | - | $1,074 |
Intercompany allocation expense paid to Steele Compliance Solutions | $133 | - |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
Relational Security Corporation |
Dec-2023 | Dec-2022 |
Amount owed to Relational Security Corporation | $4 | - |
Amount owed from Relational Security Corporation | - | $444,275 |
Intercompany allocation expense paid to Relational Security Corporation | $53,917 | $4,033 |
Manage CO2 Software Limited |
Dec-2023 | Dec-2022 |
Amount owed to Manage CO2 Software Limited | $402 | - |
Amount owed from Manage CO2 Software Limited | - | $398 |
Intercompany allocation expense received from Manage CO2 Software Limited | - | $398 |
Diligent Corporation |
Dec-2023 | Dec-2022 |
Amount owed from Diligent Corporation | $535,161 |
Amount owed to Diligent Corporation | - | $3,747 |
Intercompany allocation expense received from Diligent Corporation | $105,965 | $15,245 |
Diligent Boardbooks Limited |
Dec-2023 | Dec-2022 |
Amount owed to Diligent Boardbooks Limited | $609,860 | $1,210,617 |
Intercompany allocation expense paid to Diligent Boardbooks Limited | $5,622,976 | $4,266,348 |
Diligent APAC Board Services PTE Limited |
Dec-2023 | Dec-2022 |
Amount owed to Diligent APAC Board Services PTE Limited | $13,470 | - |
Diligent Boardbooks GmbH |
Dec-2023 | Dec-2022 |
Amount owed from Diligent Boardbooks GmbH | $376 | - |
19. | ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY |
The company is a wholly owned subsidiary undertaking of Diligent Canada Inc, a company incorporated in the province of British Columbia, Canada, with a registered office at Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8, Canada. |
The ultimate parent company is Diamond Parent Holdings Corp., a company incorporated in Delaware, USA, whose registered agent is The Corporation Trust Company, Corporation Trust Centre, 1209 Orange Street, Wilmington, DE19801, USA. |
The smallest and largest consolidated financial statements in which the operations of the company are included are the financial statements of Diamond Parent Holdings, Corp. These consolidated financial statements are not publicly available. |
ACL EUROPE LTD. (REGISTERED NUMBER: 06548121) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
20. | SHARE-BASED PAYMENT TRANSACTIONS |
During the year, the company had equity settled share based payment options with its employees. The equity offered is that of the ultimate parent company. Share based payment options were available for exercise once vested and vest over a period of four years from the date of issuance. |
A summary of share option movements in the year for the group: |
Year Ended 31 December 2023 |
Balance at 1 January 2023 | 10,000 |
Granted during the year | Nil |
Exercised during the year | Nil |
Cancelled during the year | Nil |
Balance at 31 December 2023 | 10,000 |
There were nil share options granted during the year to 31 December 2023 (2022: 126,000). |
2023 | 2022 |
ACL Europe Ltd | 0 | 116,000 |
ACL France SARL | 0 | 10,000 |
During the year 2023 NIL options were exercised (2022: NIL). |
There are no share options outstanding in relation to ACL Europe Ltd. During the prior year the employees of ACL Europe Ltd transferred to a fellow group company and all associated share options were subsequently forfeited. During the prior year a reserve transfer was made between other reserves and retained earnings in relation to this. |
The share options relating to ACL France SARL have been disclosed under other reserves.Total other reserves are $14,722 (2022: $6,130). |
The weighted average fair value of options granted is $3.37 (2022: $3.37). |
The weighted average exercise price of options granted is $9.45 (2022: $9.45). |
An expense of $8,592 (2022: $15,477) has been recognised as a staff cost; being the fair value of the options expected to vest, time apportioned over the vesting period. |
2023 | 2022 |
ACL Europe Ltd | $0 | $9,347 |
ACL France SARL | $8,592 | $6,130 |
21. | SECURED DEBTS |
During 2021 the company created a fixed and floating charge over its assets and a negative pledge all in favour of Alter Domus Trustees (UK) Limited.This charge was satisfied on 5 June 2024. |
On 30 April 2024 the company created a fixed and floating charge over its assets and negative pledge all in favour of Golub Capital Markets Llc. |