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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: A Ginsberg
N Das





SECRETARY: Abogado Nominees Limited





REGISTERED OFFICE: 25 Bedford Street
London
WC2E 9ES





REGISTERED NUMBER: 06548121 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
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:




A Ginsberg - Director


3 September 2024

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
A Ginsberg has held office during the whole of the period from 1 January 2023 to the date of this report.

Other changes in directors holding office are as follows:

J H Van Arsdale III - resigned 31 December 2023
N Das - appointed 31 December 2023

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:





A Ginsberg - Director


3 September 2024

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.




Amy Enslin (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

6 September 2024

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 $    $   

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
$    $   

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 $    $   
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 $    $   
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 10 - -
Investments 11 8,475 8,475
Trade and other receivables 12 522,346 865,776
530,821 874,251
CURRENT ASSETS
Trade and other receivables 12 1,629,090 6,206,604
Cash and cash equivalents 13 1,676,606 3,245,755
3,305,696 9,452,359
TOTAL ASSETS 3,836,517 10,326,610
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 14 2 2
Retained earnings 15 1,667,914 1,259,178
TOTAL EQUITY 1,667,916 1,259,180
LIABILITIES
NON-CURRENT LIABILITIES
Contract liabilities 3 19,185 315,914
CURRENT LIABILITIES
Trade and other payables 16 729,005 1,343,556
Contract liabilities 3 1,310,079 7,166,061
Tax payable 110,332 241,899
2,149,416 8,751,516
TOTAL LIABILITIES 2,168,601 9,067,430
TOTAL EQUITY AND LIABILITIES 3,836,517 10,326,610


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)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2023

Called up
share Retained Other Total
capital earnings reserves equity
$    $    $    $   
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
$    $    $   
Balance at 1 January 2022 2 2,484,825 2,484,827

Changes in equity
Dividends - (1,000,000 ) (1,000,000 )
Total comprehensive income - (225,647 ) (225,647 )
Balance at 31 December 2022 2 1,259,178 1,259,180

Changes in equity
Total comprehensive income - 408,736 408,736
Balance at 31 December 2023 2 1,667,914 1,667,916

ACL EUROPE LTD. (REGISTERED NUMBER: 06548121)

CONSOLIDATED STATEMENT OF CASH FLOWS
for the Year Ended 31 December 2023

31.12.23 31.12.22
$    $   
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
$    $   
Cash flows from operating activities
Cash generated from operations 1 (1,296,635 ) (4,252,664 )
Interest paid (15,317 ) -
Tax paid (224,126 ) (98,334 )
Net cash from operating activities (1,536,078 ) (4,350,998 )

Cash flows from investing activities
Purchase of tangible fixed assets - (1,796 )
Interest received 41,486 5,157
Net cash from investing activities 41,486 3,361

Cash flows from financing activities
Loans (to)/from group members (74,557 ) 6,178,722
Equity dividends paid - (1,000,000 )
Net cash from financing activities (74,557 ) 5,178,722

(Decrease)/increase in cash and cash equivalents (1,569,149 ) 831,085
Cash and cash equivalents at beginning of
year

2

3,245,755

2,414,670

Cash and cash equivalents at end of year 2 1,676,606 3,245,755

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
$    $   
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
$    $   
Profit before income tax 501,295 121,813
Depreciation charges - 22,840
Loss on disposal of fixed assets - 21,319
Finance costs 15,317 -
Finance income (41,486 ) (5,157 )
475,126 160,815
Decrease/(increase) in trade and other receivables 4,412,187 (2,283,019 )
Decrease in trade and other payables (31,237 ) (621,937 )
Decrease in contract liabilities (6,152,711 ) (1,508,523 )
Cash generated from operations (1,296,635 ) (4,252,664 )

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
$    $    $    $   
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
$    $    $    $   
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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment - Straight line over 3 years

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
$    $   
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
$    $   
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 4 28

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
$    $   
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
$    $   
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
$    $   
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
$    $   
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
$    $   
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
$    $   
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
$   
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
$   
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

ACL France SARL
Registered office: 95 rue La Boétie, 75008 Paris, France
Nature of business: Sales and marketing
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
$    $   
Aggregate capital and reserves 633,821 538,895
Profit for the year 86,334 28,407

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
$    $    $    $   
Current:
Trade debtors 1,043,994 6,292,509 144,469 4,154,662
Amounts owed by group undertakings 1,464,988 1,683,798 1,092,594 1,601,351
Other debtors 430,140 415,531 343,431 367,627
VAT - - - 46,698
Prepayments and accrued income 111,168 170,531 48,596 36,266
3,050,290 8,562,369 1,629,090 6,206,604
Non-current:
Other debtors 708,790 976,864 522,346 865,776

Aggregate amounts 3,759,080 9,539,233 2,151,436 7,072,380

13. CASH AND CASH EQUIVALENTS

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
$    $    $    $   
Bank accounts 3,132,216 4,102,071 1,676,606 3,245,755

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: $    $   
1 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
$    $    $   

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
$   

At 1 January 2023 1,259,178
Profit for the year 408,736
At 31 December 2023 1,667,914


16. TRADE AND OTHER PAYABLES

Group Company
31.12.23 31.12.22 31.12.23 31.12.22
$    $    $    $   
Current:
Trade creditors 26,417 35,147 1,251 7,080
Amounts owed to group undertakings 619,636 1,214,593 631,079 1,214,393
Social security and other taxes 24,460 68,140 - 2,562
Other creditors - 6,328 - 6,328
Accrued expenses 482,976 411,852 92,841 113,193
VAT 45,784 36,787 3,834 -
1,199,273 1,772,847 729,005 1,343,556

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 $    $    $    $    $   
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 $    $    $    $    $   
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 $    $    $    $    $   
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 $    $    $    $    $   
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.