Caseware UK (AP4) 2023.0.135 2023.0.135 2023-06-302023-06-30true2022-07-01falseNo description of principal activity3720falsefalse 05802063 2022-07-01 2023-06-30 05802063 2021-07-01 2022-06-30 05802063 2023-06-30 05802063 2022-06-30 05802063 2021-07-01 05802063 1 2022-07-01 2023-06-30 05802063 1 2021-07-01 2022-06-30 05802063 2 2022-07-01 2023-06-30 05802063 2 2021-07-01 2022-06-30 05802063 5 2022-07-01 2023-06-30 05802063 5 2021-07-01 2022-06-30 05802063 1 2022-07-01 2023-06-30 05802063 d:Exceptional 2022-07-01 2023-06-30 05802063 d:Exceptional 2021-07-01 2022-06-30 05802063 e:CompanySecretary1 2022-07-01 2023-06-30 05802063 e:Director1 2022-07-01 2023-06-30 05802063 e:Director2 2022-07-01 2023-06-30 05802063 e:RegisteredOffice 2022-07-01 2023-06-30 05802063 d:Buildings d:LongLeaseholdAssets 2022-07-01 2023-06-30 05802063 d:OfficeEquipment 2022-07-01 2023-06-30 05802063 d:OfficeEquipment 2023-06-30 05802063 d:OfficeEquipment 2022-06-30 05802063 d:OfficeEquipment d:OwnedOrFreeholdAssets 2022-07-01 2023-06-30 05802063 d:ComputerEquipment 2022-07-01 2023-06-30 05802063 d:Goodwill 2022-07-01 2023-06-30 05802063 d:Goodwill 2023-06-30 05802063 d:Goodwill 2022-06-30 05802063 d:CurrentFinancialInstruments 2023-06-30 05802063 d:CurrentFinancialInstruments 2022-06-30 05802063 d:Non-currentFinancialInstruments 2023-06-30 05802063 d:Non-currentFinancialInstruments 2022-06-30 05802063 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 05802063 d:CurrentFinancialInstruments d:WithinOneYear 2022-06-30 05802063 d:Non-currentFinancialInstruments d:AfterOneYear 2023-06-30 05802063 d:Non-currentFinancialInstruments d:AfterOneYear 2022-06-30 05802063 d:ReportableOperatingSegment1 2022-07-01 2023-06-30 05802063 d:ReportableOperatingSegment1 2021-07-01 2022-06-30 05802063 f:UnitedKingdom 2022-07-01 2023-06-30 05802063 f:UnitedKingdom 2021-07-01 2022-06-30 05802063 f:RestWorldOutsideUK 2022-07-01 2023-06-30 05802063 f:RestWorldOutsideUK 2021-07-01 2022-06-30 05802063 d:UKTax 2022-07-01 2023-06-30 05802063 d:UKTax 2021-07-01 2022-06-30 05802063 d:ShareCapital 2023-06-30 05802063 d:ShareCapital 2022-06-30 05802063 d:ShareCapital 2021-07-01 05802063 d:OtherMiscellaneousReserve 2022-07-01 2023-06-30 05802063 d:OtherMiscellaneousReserve 2023-06-30 05802063 d:OtherMiscellaneousReserve 2021-07-01 2022-06-30 05802063 d:OtherMiscellaneousReserve 2022-06-30 05802063 d:OtherMiscellaneousReserve 2021-07-01 05802063 d:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 05802063 d:RetainedEarningsAccumulatedLosses 2023-06-30 05802063 d:RetainedEarningsAccumulatedLosses 2021-07-01 2022-06-30 05802063 d:RetainedEarningsAccumulatedLosses 2022-06-30 05802063 d:RetainedEarningsAccumulatedLosses 2021-07-01 05802063 e:OrdinaryShareClass1 2022-07-01 2023-06-30 05802063 e:OrdinaryShareClass1 2023-06-30 05802063 e:FRS102 2022-07-01 2023-06-30 05802063 e:Audited 2022-07-01 2023-06-30 05802063 e:FullAccounts 2022-07-01 2023-06-30 05802063 e:PrivateLimitedCompanyLtd 2022-07-01 2023-06-30 05802063 d:WithinOneYear 2023-06-30 05802063 d:WithinOneYear 2022-06-30 05802063 4 2022-07-01 2023-06-30 05802063 d:AcceleratedTaxDepreciationDeferredTax 2023-06-30 05802063 d:AcceleratedTaxDepreciationDeferredTax 2022-06-30 05802063 d:Goodwill d:OwnedIntangibleAssets 2022-07-01 2023-06-30 05802063 g:PoundSterling 2022-07-01 2023-06-30 xbrli:shares iso4217:GBP xbrli:pure


Registered number: 05802063












ABSOLUTE SOFTWARE EMEA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

 

ABSOLUTE SOFTWARE EMEA LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13
Notes to the financial statements
 
14 - 27


 

ABSOLUTE SOFTWARE EMEA LIMITED
 
COMPANY INFORMATION


Directors
M Woods 
S M Gates 




Company secretary
Zedra Cosec (UK) Limited



Registered number
05802063



Registered office
Birchin Court 5th Floor
19-25 Birchin Lane

London

England

EC3V 9DU




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

ABSOLUTE SOFTWARE EMEA LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023

Introduction
 
The directors present their strategic report of Absolute Software EMEA Limited (the “company”) for the year ended 30 June 2023.
Principal activity
The principal activity of the company is to act as a limited risk distributor for its parent entity, Absolute Software Corporation, by selling products and services that support the management and security of computer devices, applications and networks in the EMEA region. 

Business review
 
Turnover was £16.1m for the year ended 30 June 2023 (2022: £18.9m), a decrease of £2.8m from the previous fiscal year. The decrease was primarily due to timing of billings and a decrease in multi-year contracts billed during the year.
 
Cost of sales was £7.3m for the year ended 30 June 2023 (2022: 14.5m), a decrease of £7.2m from the previous fiscal year. The decrease was primarily due to a decrease in revenue during the year and related intercompany charges.
 
Administrative expenses was £8.1m for the year ended 30 June 2023 (2022: £3.5m), an increase of £4.6m from the previous fiscal year. The increase was primarily due to increase in salaries and benefits associated with growth in employee headcount.
Net liabilities were £1.5m as at 30 June 2023 (2022: £2.2m), a decrease of £0.7m from 30 June 2022. Decrease in net liabilities was primarily due to decrease in trade receivables due to timing of cash collections, partially offset by increase in amounts due from group undertakings.
Future developments
The directors expect the company to maintain its present level of activity for the foreseeable future.

Principal risks and uncertainties
 
Liquidity risk
Liquidity risk is the risk that the company is not able to meet its financial obligations as they fall due or can do so only at excessive cost. The company mitigates liquidity risk by holding sufficient cash and cash equivalents to meet its financial obligations, and monitoring cash flows from operations.
Credit risk
 
Credit risk represents the financial loss that the company would experience if a counterparty to a financial instrument, in which the company has an amount owing from the counterparty, failed to meet its obligations in accordance with the terms and conditions of its contracts with the company. The majority of the accounts receivable balance is due from well-capitalized computer manufacturers who have a history of paying on a timely basis. The company manages credit risk related to accounts receivable by carrying out credit investigations for new customers and partners, and by maintaining reserves for expected credit losses.
Foreign currency risk
The company is exposed to changes in foreign exchange rates as it holds US dollar denominated monetary assets and liabilities, including trade receivables and amounts due to and from group undertakings. Foreign currency risk is monitored and managed by the company’s parent entity for the group as a whole. From time to time, the company’s parent entity engages in risk management practices by hedging using foreign exchange forward contracts.

Page 2

 

ABSOLUTE SOFTWARE EMEA LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Financial key performance indicators
 
The directors do not monitor specific key performance indicators at a subsidiary level. However, at a group level the directors monitor adjusted EBITDA and other financial measures.


This report was approved by the board and signed on its behalf.



S M Gates
Director

Date: 10 September 2024
Page 3

 

ABSOLUTE SOFTWARE EMEA LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023

The directors present their report and the financial statements for the year ended 30 June 2023.

Results and dividends

The profit for the year, after taxation, amounted to £271,696 (2022 - £854,063).

The directors do not recommend a dividend.

Director

The directors who served during the year was:

J M Le Jeal (appointed 5 December 2022, resigned 31 December 2023)
M D Greenberg (appointed 7 March 2022, resigned 5 December 2022)
P J Chess (appointed 5 December 2022, resigned 31 December 2023)
On 31 December 2023, M Woods was appointed as a director.
On 1 February 2024 S M Gates was appointed as a director. 

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

Subsequent to the year end, on 27 July 2023 Crosspoint Capital Partners, LP completed the acquisition of Absolute Software Corporation and became the ultimate parent entity. In connection with the acquisition by Crosspoint, all outstanding share-based awards were cancelled and converted to cash awards as well as the cancellation of the promissory notes.

This report was approved by the board and signed on its behalf.
 





S M Gates
Director

Date: 10 September 2024

Page 4

 

ABSOLUTE SOFTWARE EMEA LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023

The directors are responsible for preparing the strategic report, the directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Page 5

 

ABSOLUTE SOFTWARE EMEA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ABSOLUTE SOFTWARE EMEA LIMITED
 FOR THE YEAR ENDED 30 JUNE 2023

Opinion


We have audited the financial statements of Absolute Software EMEA Limited for the year ended 30 June 2023, which comprise the profit and loss account, the balance sheet, the statement of cash flows, the statement of changes in equity and the notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 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.


Page 6

 

ABSOLUTE SOFTWARE EMEA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ABSOLUTE SOFTWARE EMEA LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 director's responsibilities statement set out on page 5, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

ABSOLUTE SOFTWARE EMEA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ABSOLUTE SOFTWARE EMEA LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

Auditor's 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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
reviewed a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.


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 auditor's report.


Page 8

 

ABSOLUTE SOFTWARE EMEA LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ABSOLUTE SOFTWARE EMEA LIMITED (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023

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 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Adam Wildbore  (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
11 September 2024
Page 9

 

ABSOLUTE SOFTWARE EMEA LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2023

2023
2022
Note
£
£

  

Turnover
 4 
16,090,604
18,877,616

Cost of sales
  
(7,336,062)
(14,519,953)

Gross profit
  
8,754,542
4,357,663

Administrative expenses
  
(8,059,683)
(3,517,129)

Exceptional administrative expenses
  
(413,139)
(9,919)

Operating profit
 5 
281,720
830,615

Tax on profit
 8 
(10,024)
23,448

Profit for the financial year
  
271,696
854,063

There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 10


 
REGISTERED NUMBER:05802063
ABSOLUTE SOFTWARE EMEA LIMITED

BALANCE SHEET
AS AT 30 JUNE 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 10 
1,127,905
1,253,508

Tangible assets
 11 
68,446
43,824

  
1,196,351
1,297,332

Current assets
  

Debtors: amounts falling due after more than one year
 12 
1,097
41,260

Debtors: amounts falling due within one year
 12 
21,648,794
15,877,588

Bank and cash balances
  
1,686,220
1,469,119

  
23,336,111
17,387,967

Creditors: amounts falling due within one year
 13 
(23,765,644)
(18,570,025)

Net current liabilities
  
 
 
(429,533)
 
 
(1,182,058)

Total assets less current liabilities
  
766,818
115,274

Creditors: amounts falling due after more than one year
 14 
(2,281,403)
(2,281,403)

  

Net liabilities
  
(1,514,585)
(2,166,129)


Capital and reserves
  

Called up share capital 
 16 
100
100

Other reserves
 17 
967,789
587,941

Profit and loss account
 17 
(2,482,474)
(2,754,170)

Total equity
  
(1,514,585)
(2,166,129)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




S M Gates
Director

Date: 10 September 2024

Page 11

 

ABSOLUTE SOFTWARE EMEA LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 July 2021
100
389,989
(3,608,233)
(3,218,144)


Comprehensive income for the year

Profit for financial the year
-
-
854,063
854,063

Share based payments
-
197,952
-
197,952



At 30 June and 1 July 2022
100
587,941
(2,754,170)
(2,166,129)


Comprehensive income for the year

Loss for the financial year
-
-
271,696
271,696

Share based payments
-
379,848
-
379,848


At 30 June 2023
100
967,789
(2,482,474)
(1,514,585)


The notes on pages 14 to 27 form part of these financial statements.

Page 12

 

ABSOLUTE SOFTWARE EMEA LIMITED

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
271,696
854,063

Adjustments for:

Amortisation of intangible assets
125,603
2,522

Depreciation of tangible assets
23,465
11,157

Taxation charge
10,024
(23,448)

Decrease/(increase) in debtors
2,667,329
(7,069,524)

(Increase)/decrease in amounts owed by groups
(3,374,166)
-

(Decrease)/increase in creditors
(178,325)
2,685,170

Increase in amounts owed to groups
-
5,031,245

Corporation tax received
333,243
32,444

Share based payments
386,319
197,952

Net cash generated from operating activities

265,188
1,721,581


Cash flows from investing activities

Purchase of tangible fixed assets
(48,087)
(36,391)

Purchase of unlisted and other investments
-
(1,256,030)

Net cash from investing activities

(48,087)
(1,292,421)


Net increase in cash and cash equivalents
217,101
429,160

Cash and cash equivalents at beginning of year
1,469,119
1,039,959

Cash and cash equivalents at the end of year
1,686,220
1,469,119


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,686,220
1,469,119

1,686,220
1,469,119


The notes on pages 14 to 27 form part of these financial statements.

Page 13

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

1.


General information

Absolute Software EMEA Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is Birchin Court 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

The company acts on the behalf of Absolute Software Corporation, its parent undertaking. The company is therefore dependent on the financial performance and support of its parent from whom the company has received a letter of financial support. Without such support the company would not be a going concern.
As the going concern status of this company is intertwined with that of its parent company, the directors have made enquiries as to the financial position and performance of its parent company. Having considered post year end trading and financial results, cash reserves and forecasts available for the parent company, the directors have a reasonable expectation that the parent company has adequate resources to continue to support the company. Accordingly they continue to adopt the going concern basis in preparing the financial statements.


 
2.3

Revenue recognition

The company acts as a limited risk distributor for its parent entity, Absolute Software Corporation, and sells services and products including endpoint management, secure asset tracking, forensic investigation and device recovery. Revenue represents the fair value of consideration received or receivable from clients for services and products provided by the company, net of discounts and VAT. Revenues are recognised when a contractual arrangement is in place, the fee is fixed and determinable, the services and products have been delivered, and collectability is reasonably assured. 
As a limited risk distributor, the company has no ongoing performance obligations as such obligations are indemnified by the ultimate parent undertaking, and revenue is recognised in full once the contractual arrangements are in place.

Page 14

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.4

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life of 10 years.
 
 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and dismantling and restoration costs.
The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:


Leasehold improvements
-
33.3% straight line
Equipment
-
20 - 33.3% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.
 
Page 15

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)


2.6

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

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 company after deducting all of its liabilities. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, amounts owed by group companies and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 16

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)




Financial instruments (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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 and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.7

Leases: the company as lessee

Operating lease rentals are charged to the profit and loss account in equal instalments over the lease term.

 
2.8

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

Page 17

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.9

Pension costs

Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.11

Share capital

Ordinary shares are classified as equity.
Page 18

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)

 
2.12

Foreign currency translation

Functional and presentational currency
The company's functional and presentational currency is Sterling (£).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and loss account 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 Profit and loss account within 'interest receivable and similar income or interest payable and similar expenses'. All other foreign exchange gains and losses are presented in the Profit and loss account within 'administrative expenses'.

 
2.13

Share-based payments

The ultimate parent company issues equity-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed, together with a corresponding increase in equity, based upon the company’s estimate of the shares that will eventually vest.
Fair value is measured using the Black Scholes pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognized as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognized for the transaction is recognized immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.

 
2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

Page 19

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2.Accounting policies (continued)


3.


Taxation

The company has estimated significant tax losses available to carry forward against future trading profits.
A deferred tax credit and asset of £280,932 (2022: £270,908) has been recognised in these financial statements, to reflect the expected crystallisation of the aforementioned losses.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Turnover
16,090,604
18,877,616


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
6,837,421
10,634,362

Rest of the world
9,253,183
8,243,254

16,090,604
18,877,616



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation
23,465
11,157

Amortisation
127,590
2,522

Exchange differences
349,113
(486,752)

Other operating lease rentals
177,986
188,609

Share-based payment
149,068
13,679

Page 20

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

6.


Auditor's remuneration

During the year, the company obtained the following services from the company's auditor:


2023
2022
£
£

Fees payable to the company's auditor for the audit of the company's financial statements
32,753
32,667


7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
4,571,984
2,301,741

Social security costs
818,249
402,945

Cost of defined contribution scheme
180,619
62,896

5,570,852
2,767,582


The average monthly number of employees, including directors, during the year was 37 (2022 - 20).


8.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
(861)

Adjustments in respect of previous periods
-
(51,158)


Total current tax
-
(52,019)

Deferred tax


Origination and reversal of timing differences
10,024
28,571

Total deferred tax
10,024
28,571


Tax on profit
10,024
(23,448)
Page 21

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
281,720
830,615


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
70,430
157,817

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
201,088
(45,182)

Capital allowances for year in excess of depreciation
(4,006)
(4,833)

Utilisation of tax losses
(319,432)
(107,803)

Other differences leading to an increase (decrease) in the tax charge
61,944
(23,447)

Total tax charge for the year
10,024
(23,448)


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. 


9.


Exceptional items

2023
2022
£
£


Balance write off
413,139
9,919

During the year the company wrote off legacy balances.

Page 22

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

10.


Intangible assets




Goodwill

£



Cost


At 1 July 2022
1,256,030



At 30 June 2023

1,256,030



Amortisation


At 1 July 2022
2,522


Charge for the year on owned assets
125,603



At 30 June 2023

128,125



Net book value



At 30 June 2023
1,127,905



At 30 June 2022
1,253,508



Page 23

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

11.


Tangible fixed assets





Equipment

£



Cost


At 1 July 2022
183,327


Additions
48,087


Disposals
(49,768)



At 30 June 2023

181,646



Depreciation


At 1 July 2022
139,503


Charge for the year on owned assets
23,465


Disposals
(49,768)



At 30 June 2023

113,200



Net book value



At 30 June 2023
68,446



At 30 June 2022
43,824


12.


Debtors

2023
2022
£
£

Due after more than one year

Prepayments and accrued income
1,097
41,260


2023
2022
£
£

Due within one year

Trade debtors
3,517,106
7,921,130

Amounts owed by group undertakings
15,108,658
6,360,548

Other debtors
445,817
98,214

Prepayments and accrued income
2,296,281
1,226,788

Deferred taxation
280,932
270,908

21,648,794
15,877,588


Page 24

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

12.Debtors (continued)

Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.


13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
138,072
134,521

Amounts owed to group undertakings
23,130,094
17,756,150

Other taxation and social security
26,493
1,099

Other creditors
85,424
93,155

Accruals and deferred income
385,561
585,100

23,765,644
18,570,025


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable
on demand.


14.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Promissory notes
2,281,403
2,281,403


During the prior period, as part of the acquisition of Net Motion Wireless (UK) Limited, the company submitted two promissory notes (1 and 2) for consideration. These notes accrue interest at a rate of 2% per annum and are repayable in full on or around 22 June 2027. There are no securities or charges in relation to these notes and are included in other creditors above.


15.


Deferred taxation




2023
2022


£

£






At beginning of year
270,908
299,479


Charged to profit or loss
10,024
(28,571)



At end of year
280,932
270,908

Page 25

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
 
15.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
280,932
270,908


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022: 100) Ordinary shares of £1 each
100
100



17.


Reserves

Other reserves

Other reserves comprise amounts recognised in the financial statements in respect of share based payments, net of deferred tax.

Profit and loss account

The profit and loss account comprises the cumulative profits for all periods to date which have been retained by the company.


18.


Commitments under operating leases

At 30 June 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
-
77,943


19.


Related party transactions

The company has taken advantage of the exemption contained in FRS102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Page 26

 

ABSOLUTE SOFTWARE EMEA LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

20.


Post balance sheet events

Subsequent to the year end, on 27 July 2023 Crosspoint Capital Partners, LP completed the acquisition of Absolute Software Corporation and became the ultimate parent entity. In connection with the acquisition by Crosspoint, all outstanding share-based awards were cancelled and converted to cash awards as well as the cancellation of the promissory notes.


21.


Ultimate parent undertaking

The immediate parent undertaking is Activate Holdings (US) Corp.
The group for which consolidated financial statements are drawn up is headed by Absolute Software Corporation whose registered office is 980 Howe Street, Suite 1400, Vancouver, British Columbia, V6Z 0C8, Canada.
Subsequent to the year end, on 27 July 2023 Crosspoint Capital Partners, LP, whose registered office is 2500 Sand Hill Road Suite 300. Menlo Park, CA 94025, completed the acquisition of Absolute Software Corporation and became the ultimate parent entity.

 
Page 27