Company registration number 12944915 (England and Wales)
SOFTWARE2 HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SOFTWARE2 HOLDINGS LTD
COMPANY INFORMATION
Director
Mr N Johnson
Company number
12944915
Registered office
The Foresters Arms
35 Kirkgate
Sherburn in Elmet
Leeds
LS25 6BH
Accountants
BHP LLP
First Floor
Mayesbrook House
Redvers Close
Leeds
LS16 6QY
SOFTWARE2 HOLDINGS LTD
CONTENTS
Page
Chairman's statement
1
Director's report
2 - 3
Accountants' report
4
Group statement of comprehensive income
5
Group balance sheet
6 - 7
Company balance sheet
8 - 9
Group statement of changes in equity
10
Company statement of changes in equity
11
Notes to the financial statements
12 - 26
SOFTWARE2 HOLDINGS LTD
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

It is with great pleasure that I present the annual Chairman's Statement for AppsAnywhere for the financial year ending December 31, 2023. As we approach our fifteenth year in business working with the global Higher Education markets, our FY23 results have demonstrated once again that AppsAnywhere continues to be a business-critical and highly valued offering amongst our customers. Major changes to the campus computing environment and end user expectations (including hybrid learning and student demands), combined with unrivalled customer retention and growth across all our key markets, provide a huge opportunity for AppsAnywhere in its quest to continue to be the number one platform for Higher Education software access.

Our financial performance for the year is testament to the business’ understanding of its core customer base, showing that by focusing on the needs and requirements of Higher Education, there continues to be very strong growth potential. Thanks to the company’s long-standing reputation in the market, AppsAnywhere has cemented its position as a key strategic supplier, which is keenly evidenced by the proportion of the existing customer based adopting site-wide licenses, as well as more than 95% of new customers choosing the company’s enterprise-level solution on day one. AppsAnywhere’s FY23 revenue and profit figures demonstrate the successes it has seen, all while navigating a difficult economic landscape and a market vertical that has seen its own fair share of financial challenges.

The company also saw success achieving key strategic milestones during the year. The need for the Cloud-hosted product that AppsAnywhere launched in December 2022 has now been validated thanks to uptake from the existing customer base – who are keen to migrate their hosting workloads to the Cloud and for them to be ‘outsourced’ – and by more than 90% of new customers adopting AppsAnywhere during 2023. And thanks to this innovation, we are able to get the value and benefits of AppsAnywhere in our customers’ hands much more quickly during the onboarding process, vastly simplifying the customers’ journey. This is an invaluable achievement to enable the business to scale efficiently over the coming years, all while offering the best possible customer experience, as well as it being another core revenue stream for the company’s offerings.

In addition to our financial and operational successes, AppsAnywhere has continued to expand its global footprint, demonstrating that Higher Education the world over feels the same challenges and seeks a solution to those. Customer growth in the Middle East, Australia and Malaysia are all promising signs of the company’s ability to increase its total addressable market and offer great potential in addition to its core North American and European territories in due course. As part of increasing our potential markets, I’m also thrilled to share that we have established a new partnership with AWS. Thanks to this, AppsAnywhere plans to widen its education market potential by delivering simpler, smaller, easier to adopt solutions to market more quickly, enabling us to address application delivery challenges across more and more territories, in addition to opening up the Further Education and Community College markets – where our customer’s IT Teams are smaller in size for example – and to satisfy additional use cases within our existing customer base, thereby providing an additional revenue stream. By partnering with AWS, AppsAnywhere is able to benefit from both its innovative technology offerings and its commercial standing/market reputation to the benefit of new and existing customers alike.

Looking ahead, we remain focused on our strategic objectives of innovation, simplicity and customer-centricity. We are confident that our knowledge and understanding of the market will continue to yield a valuable product pipeline, that our strong customer relationships will continue to support the business’ investment in growth, and that our dedicated team will continue to drive our success in the coming years, enabling AppsAnywhere to continue to grow in both its core and new markets. On behalf of the Board of Directors, I extend my deepest gratitude to our employees, customers, partners and shareholders for their unwavering support and contribution to another successful year at AppsAnywhere.

Ross Miller
Chairman
10 September 2024
SOFTWARE2 HOLDINGS LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

 

Principal activities

The principal activity of the group continued to be that of software development, providing IT infrastructure to higher education outlets. The principal activity of the company is that of a holding company.

Results and dividends

Ordinary dividends were paid amounting to £143,923 (2022: £139,550). The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr T Austwick
(Resigned 30 August 2023)
Mr N Johnson
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Going concern

These financial statements have been prepared on a going concern basis.

 

The current economic conditions present risks for all businesses. In response to such conditions, the directors have carefully considered the risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the accounts on a going concern basis.

 

Based on this assessment, the directors consider that the group maintains an appropriate level of liquidity sufficient to meet the demands of the group including any capital and servicing obligations of external liabilities.

 

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and there are no material uncertainties that lead to significant doubt upon the group's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

SOFTWARE2 HOLDINGS LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr N Johnson
Director
30 August 2024
SOFTWARE2 HOLDINGS LTD
ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF SOFTWARE2 HOLDINGS LTD FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Software2 Holdings Ltd for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and the related notes from the group's accounting records and from information and explanations you have given us.

 

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation

This report is made solely to the board of directors of Software2 Holdings Ltd, as a body, in accordance with the terms of our engagement letter dated 27 June 2022. Our work has been undertaken solely to prepare for your approval the financial statements of Software2 Holdings Ltd and state those matters that we have agreed to state to the board of directors of Software2 Holdings Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Software2 Holdings Ltd and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Software2 Holdings Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Software2 Holdings Ltd. You consider that Software2 Holdings Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Software2 Holdings Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

BHP LLP
30 September 2024
Chartered Accountants
First Floor
Mayesbrook House
Redvers Close
Leeds
LS16 6QY
SOFTWARE2 HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
2023
2022
Notes
£
£
Turnover
8,606,181
8,321,507
Cost of sales
(4,066,602)
(3,800,110)
Gross profit
4,539,579
4,521,397
Administrative expenses
(4,828,317)
(5,116,094)
Operating loss
(288,738)
(594,697)
Interest receivable and similar income
4
3,819
68
Interest payable and similar expenses
5
(82,557)
(85,151)
Amounts written off investments
6
-
(4,890)
Loss before taxation
(367,476)
(684,670)
Tax on loss
7
(103,994)
(76,180)
Loss for the financial year
(471,470)
(760,850)
Other comprehensive income
Currency translation gain taken to retained earnings
12,831
23,697
Total comprehensive income for the year
(458,639)
(737,153)
Loss for the financial year is attributable to:
- Owners of the parent company
(473,957)
(741,330)
- Non-controlling interests
2,487
(19,520)
(471,470)
(760,850)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(461,768)
(718,818)
- Non-controlling interests
3,129
(18,335)
(458,639)
(737,153)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

SOFTWARE2 HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 6 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
8
9,411,566
10,739,438
Tangible assets
9
184,564
180,553
9,596,130
10,919,991
Current assets
Debtors
12
2,456,610
1,594,314
Cash at bank and in hand
1,430,477
1,107,722
3,887,087
2,702,036
Creditors: amounts falling due within one year
13
(4,275,752)
(3,311,471)
Net current liabilities
(388,665)
(609,435)
Total assets less current liabilities
9,207,465
10,310,556
Creditors: amounts falling due after more than one year
14
(804,614)
(1,307,503)
Provisions for liabilities
(30,573)
(28,213)
Net assets
8,372,278
8,974,840
Capital and reserves
Called up share capital
4,019
4,019
Share premium account
6,746,735
6,746,735
Capital redemption reserve
297
297
Foreign exchange reserve
60,738
48,550
Profit and loss reserves
1,571,634
2,189,513
Equity attributable to owners of the parent company
8,383,423
8,989,114
Non-controlling interests
(11,145)
(14,274)
8,372,278
8,974,840
SOFTWARE2 HOLDINGS LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -

For the financial year ended 31 December 2023 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Director's responsibilities under the Companies Act 2006:

 

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
30 September 2024
Mr N Johnson
Director
SOFTWARE2 HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
10
13,629,668
13,629,668
Current assets
Debtors
12
2,303,472
2,242,471
Cash at bank and in hand
12,023
61,275
2,315,495
2,303,746
Creditors: amounts falling due within one year
13
(4,447,429)
(3,706,011)
Net current liabilities
(2,131,934)
(1,402,265)
Total assets less current liabilities
11,497,734
12,227,403
Creditors: amounts falling due after more than one year
14
(499,853)
(1,004,613)
Net assets
10,997,881
11,222,790
Capital and reserves
Called up share capital
4,019
4,019
Share premium account
6,746,735
6,746,735
Capital redemption reserve
297
297
Profit and loss reserves
4,246,830
4,471,739
Total equity
10,997,881
11,222,790

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £80,986 (2022 - £82,419 loss).

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

SOFTWARE2 HOLDINGS LTD
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
30 September 2024
Mr N Johnson
Director
Company Registration No. 12944915
SOFTWARE2 HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 January 2022
4,296
6,746,735
20
26,038
3,664,904
10,441,993
4,061
10,446,054
Year ended 31 December 2022:
Loss for the year
-
-
-
-
(741,330)
(741,330)
(19,520)
(760,850)
Other comprehensive income:
Currency translation differences
-
-
-
-
22,512
22,512
1,185
23,697
Total comprehensive income
-
-
-
-
(718,818)
(718,818)
(18,335)
(737,153)
Dividends
-
-
-
-
(139,550)
(139,550)
-
(139,550)
Redemption of shares
(277)
-
277
-
(594,511)
(594,511)
-
(594,511)
Balance at 31 December 2022
4,019
6,746,735
297
48,550
2,189,513
8,989,114
(14,274)
8,974,840
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(473,957)
(473,957)
2,487
(471,470)
Other comprehensive income:
Currency translation differences
-
-
-
-
12,189
12,189
642
12,831
Total comprehensive income
-
-
-
-
(461,768)
(461,768)
3,129
(458,639)
Dividends
-
-
-
-
(143,923)
(143,923)
-
(143,923)
Balance at 31 December 2023
4,019
6,746,735
297
60,738
1,571,634
8,383,423
(11,145)
8,372,278
SOFTWARE2 HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
4,296
6,746,735
20
5,288,219
12,039,270
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(82,419)
(82,419)
Dividends
-
-
-
(139,550)
(139,550)
Redemption of shares
(277)
-
277
(594,511)
(594,511)
Balance at 31 December 2022
4,019
6,746,735
297
4,471,739
11,222,790
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
(80,986)
(80,986)
Dividends
-
-
-
(143,923)
(143,923)
Balance at 31 December 2023
4,019
6,746,735
297
4,246,830
10,997,881
SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

Software2 Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is The Foresters Arms, 35 Kirkgate, Sherburn in Elmet, Leeds, LS25 6BH.

 

The group consists of Software2 Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Software2 Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

 

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that are not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the Parent and the non-controlling interest based on their retrospective ownership interests.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

These financial statements have been prepared on a going concern basis.

 

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company's ability to continue as a going concern. Thus the directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

 

The Directors acknowledge that the Group is in a net current liabilities position, however this is due to significant levels of deferred income as certain of the Company's revenue recognition policies require up front income to be spread over the life of contract terms. The Directors do not consider that this presents a liquidity risk to the Group.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The

stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

With regards to the material streams of turnover for the business:

 

Fees for installation of on-premise software

 

Fees for the installation of the software at the customer’s premises are recognised as revenue in full on completion of the installation because during installation the stage of completion cannot be estimated reliably.

 

Sale of the right to use on-premise licensed software

 

The Directors have assessed the substance of the commercial and contractual arrangements and concluded that the sale of a license represents a sale satisfied at a point in time and therefore license revenue is recognised in full following successful completion of the installation phase. The license allows the customer to use the installed software for pre-determined period under a non-cancellable contract for a pre-determined fee. In making their assessment the Directors took account of the following:

 

 

Sale of packaging credits

 

The sale of credits entitling the customer to receive application packaging activities from the Company are recognised on a usage-basis as the activities are performed and the credits consumed. Any credits sold but not consumed are treated as deferred income until they are consumed or expire, at which point they are recognised as revenue.

 

Sale of cloud based licensed software

 

The sale of cloud based licensed software is recognised equally over the period of the license.

1.6
Research and development expenditure

Research and development expenditure is written off against profits in the year in which it is incurred.

 

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
10% straight line
Fixtures and fittings
25% reducing balance & 33% straightline
Computers
33% straight line
Motor vehicles
12.5% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its 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 and 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 and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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 rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.18
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Critical accounting judgements

The critical accounting judgements that the directors have made in the process of applying the Group’s accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.

 

(i) Assessing indicators of impairment

In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). There have been no indicators of impairments identified during the current financial year.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
3
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
31
28
2
2
4
Interest receivable and similar income
2023
2022
£
£
Other interest receivable and similar income
3,819
68
5
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
47,241
47,249
Interest on loan notes
25,711
33,127
72,952
80,376
Other finance costs:
Interest on finance leases and hire purchase contracts
9,605
4,775
Total finance costs
82,557
85,151
6
Amounts written off investments
2023
2022
£
£
Loss on disposal of investments
-
(4,890)
7
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
113,401
104,396
Adjustments in respect of prior periods
(11,767)
(23,129)
Total current tax
101,634
81,267
SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Taxation
2023
2022
£
£
(Continued)
- 21 -
Deferred tax
Origination and reversal of timing differences
2,360
(5,087)
Total tax charge
103,994
76,180

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(367,476)
(684,670)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(86,430)
(130,087)
Tax effect of expenses that are not deductible in determining taxable profit
315,059
255,904
Change in unrecognised deferred tax assets
(34)
26,289
Effect of change in corporation tax rate
142
(7,855)
Permanent capital allowances in excess of depreciation
(69)
(1,258)
Research and development tax credit
(101,208)
(119,219)
Effect of overseas tax rates
(11,699)
74,178
Under/(over) provided in prior years
(11,767)
(23,128)
Deferred tax adjustments in respect of prior years
-
0
1,356
Taxation charge
103,994
76,180
8
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
13,278,724
Amortisation and impairment
At 1 January 2023
2,539,286
Amortisation charged for the year
1,327,872
At 31 December 2023
3,867,158
Carrying amount
At 31 December 2023
9,411,566
At 31 December 2022
10,739,438
SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Intangible fixed assets
(Continued)
- 22 -
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
9
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
101,089
36,711
177,707
100,111
415,618
Additions
10,400
-
0
15,745
115,291
141,436
Disposals
-
0
-
0
(649)
(100,111)
(100,760)
Exchange adjustments
-
0
-
0
(12,286)
-
0
(12,286)
At 31 December 2023
111,489
36,711
180,517
115,291
444,008
Depreciation and impairment
At 1 January 2023
37,289
32,715
137,948
27,113
235,065
Depreciation charged in the year
11,020
2,469
36,456
18,266
68,211
Eliminated in respect of disposals
-
0
-
0
(216)
(33,370)
(33,586)
Exchange adjustments
-
0
-
0
(10,246)
-
0
(10,246)
At 31 December 2023
48,309
35,184
163,942
12,009
259,444
Carrying amount
At 31 December 2023
63,180
1,527
16,575
103,282
184,564
At 31 December 2022
63,800
3,996
39,759
72,998
180,553
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
10
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
11
-
0
-
0
13,629,668
13,629,668
-
0
-
0
13,629,668
13,629,668
SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
13,629,668
Carrying amount
At 31 December 2023
13,629,668
At 31 December 2022
13,629,668
11
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Software2 Group Limited
The Foresters Arms 35
Kirkgate, Sherburn In
Elmet, Leeds, England,
LS25 6BH
Ordinary
100.00
S2 Group Limited*
The Foresters Arms 35
Kirkgate, Sherburn In
Elmet, Leeds, England,
LS25 6BH
Ordinary
100.00
Appsanywhere Limited*
The Foresters Arms 35
Kirkgate, Sherburn In
Elmet, Leeds, England,
LS25 6BH
Ordinary
100.00
Appsanywhere Inc*
619 S Cedar St Suite A,
Charlotte
North Carolina
NC 28202
United States
Ordinary
95.00
Software2 Limited
The Foresters Arms 35
Kirkgate, Sherburn In
Elmet, Leeds, England,
LS25 6BH
Ordinary
100.00

Companies marked with an asterisk (*) are indirectly owned by Software2 Holdings Limited.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
12
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,402,000
954,411
-
0
-
0
Corporation tax recoverable
60,853
45,208
-
0
-
0
Amounts owed by group undertakings
-
-
2,162,472
2,162,471
Other debtors
174,954
184,711
141,000
80,000
Prepayments and accrued income
727,060
395,381
-
0
-
0
2,364,867
1,579,711
2,303,472
2,242,471
Amounts falling due after more than one year:
Prepayments and accrued income
91,743
14,603
-
0
-
0
Total debtors
2,456,610
1,594,314
2,303,472
2,242,471

Amounts owed by group undertakings are interest free and repayable on demand.

13
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
15
567,032
575,926
314,130
423,741
Obligations under finance leases
16
10,168
14,626
-
0
-
0
Loan notes
15
225,600
253,600
225,600
253,600
Trade creditors
911,612
604,216
-
0
-
0
Amounts owed to group undertakings
-
0
3,903,849
3,022,580
Other taxation and social security
87,068
121,882
-
-
Other creditors
7,857
5,894
-
0
-
0
Accruals and deferred income
2,466,415
1,735,327
3,850
6,090
4,275,752
3,311,471
4,447,429
3,706,011

The bank loans are secured by way of fixed and floating charges over the assets and undertaking of the Company.

 

Interest is paid on the loan notes at a rate of 3.2% and 2.58%.

 

Amounts owed to group undertakings are interest free and repayable on demand.

 

The obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
14
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
15
29,653
499,714
29,653
246,813
Obligations under finance leases
16
87,497
49,989
-
0
-
0
Loan notes
15
470,200
757,800
470,200
757,800
Accruals and deferred income
217,264
-
0
-
0
-
0
804,614
1,307,503
499,853
1,004,613

The bank loans are secured by way of fixed and floating charges over the assets and undertaking of the Company.

 

Interest is paid on the loan notes at a rate of 3.2% and 2.58%.

 

The obligations under finance leases and hire purchase contracts are secured over the assets to which they relate.

15
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
596,685
1,075,640
343,783
670,554
Loan notes
695,800
1,011,400
695,800
1,011,400
1,292,485
2,087,040
1,039,583
1,681,954
Payable within one year
792,632
829,526
539,730
677,341
Payable after one year
499,853
1,257,514
499,853
1,004,613
16
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
10,156
14,638
-
0
-
0
In two to five years
87,509
49,977
-
0
-
0
97,665
64,615
-
-

 

SOFTWARE2 HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
17
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
3,034
59,916
-
-
18
Related party transactions

The Company has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned members of the Group.

 

Included in other creditors are outstanding loan notes which are held by a director and an other related party. The loan notes outstanding at the year end were £695,800 (2022: £1,011,400) and interest was paid of £27,456 (2022: £33,127) on the loan notes during the period.

19
Controlling party

The Company is controlled by Mr N Johnson, a director by virtue of his majority shareholding.

20
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Director Loan
-
80,000
141,000
(80,000)
141,000
80,000
141,000
(80,000)
141,000
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