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Registered number: 14076357









DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2024

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
COMPANY INFORMATION


Directors
J R Feldman 
C A  Henderson (appointed 1 November 2023)
J Rosner 
A P Rothery (resigned 31 March 2024) 
N Spurrett (appointed 1 April 2023, resigned 13 November 2023)




Registered number
14076357



Registered office
2 Newhams Row

London

SE1 3UZ




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

CONTENTS



Page
Group strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 10
Consolidated statement of comprehensive income
 
11 - 12
Consolidated balance sheet
 
12 - 13
Company balance sheet
 
14
Consolidated statement of changes in equity
 
15 - 16
Company statement of changes in equity
 
17
Consolidated statement of cash flows
 
18 - 19
Notes to the financial statements
 
20 - 37


 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2023

Introduction
 
The Directors present their Strategic Report together with the audited financial statements for the period ended 31 March 2024.
Discovery Software Holdings Pledgeco Limited (“Pledgeco” or “the Company”) was incorporated on the 28 April 2022. These financial statements cover the period from 1 April 2023 to the 31 March 2024.
Pledgeco is an intermediate investment holding company. On 31 May 2022 Pledgeco acquired 100% of the share capital of Titian Software Holdings Limited, the holding company of the Titian Software Group, via its direct subsidiary Discovery Software Holdings Acquico Limited. References to the Group throughout these financial statements refers to Pledgeco and its direct and indirect subsidiaries including the Titian Software Group.
Principal activity
Titian Software is a leading provider of sample management software and solutions for pharmaceutical companies, biotechnology companies and to other life sciences companies and organisations.
The Group’s market-leading software solutions enable these companies in the preparation, storage and distribution of substances, from small molecules through to DNA and cell lines.
The Group had four main sources of revenue in the period:
License fees for the access to the Mosaic Software;
Subscription fees for the access to the Mosaic Software;
Implementation and configuration services fees; and
Support and maintenance fees for the Mosaic Software.

The Group has a global customer base, its core customers being part of the leading pharmaceutical companies.

Business review
 
The directors are very satisfied with the performance of the Group during the year.
The Group has continued to grow through new customer acquisition and expansion of deployments with existing customers. Titian continues to see a transition of customers from our Customer Hosted Titian Mosaic Software Solution to our Titian Hosted Mosaic Software Solution.

Principal risks and uncertainties
 
The section below highlights the main risks and uncertainties inherent within the Group and the primary mitigations currently in place.
 
Sales cycles are long and forecasting the likelihood of sales being successfully made and the dates of those sales is challenging.
Titian face risk of competition from other companies supplying sample management to life science companies. Product development continues to be invested into to ensure that a competitive position is maintained.
Titian has many skilled and knowledgeable staff, and retaining these staff is of paramount importance.
 
Page 1

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Financial Risks
The Group undertakes regular careful analysis and forecasts of cash flows, both in the short term and longer term, ensuring the financial covenants on current loans and borrowings are met and working closely with our investors to ensure that any funding or refinancing requirements are mutually understood and agreed well in advance of any requirement.
Liquidity
The Group undertakes regular careful analysis and forecasts of cash flows, both in the short term and longer term, ensuring the financial covenants on current loans and borrowings are met and working closely with our investors to ensure that any funding or refinancing requirements are mutually understood and agreed well in advance of any requirement.
Interest Rate Risk
The Group has a policy of maintaining debt at fixed rates wherever possible to ensure certainty of future interest cash flows.
Operational and Strategic Risk
Employee retention – there is risk that key employees leave the business prematurely, resulting in knowledge and organisation being lost, impacting adversely on both company performance and customer experience.
Economic Risk
Downturn in key markets – macro economic performance is monitored at a local level by close contact with
customers and prospects. This is reported and discussed at the operating board level.
Information Security
Titian Software takes the security and confidentiality of all our information and physical assets extremely seriously. 
To mitigate this risk Titian Software has achieved ISO27001 in 2023. Staff and contractors receive mandatory security training upon arriving. Annually, an independent third party assesses the security posture of the Company’s products and infrastructure.
Future developments
The group continues to evaluate and improve their software with Mosaic 9.2 to be released later this year. 
Product and engineering continue to improve the ease of upgrading to future versions of Mosaic with enhancements being added to the core product.

Page 2

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Financial key performance indicators
 
The Company and its directors set and monitor business targets with KPIs. These are used to track performance, allowing the Company to identify trends and benchmark progress on objectives. Key performance indicators of the business are turnover and operating (loss)/profit.
Group turnover for the period ended 31 March 2024 was £19.0m, a 35% increase on the prior period. 
Operating (loss)/profit for the period was (£2.3m).


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



C A  Henderson
Director

Date: 30 August 2024

Page 3

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


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

make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,289,945 (2023 - loss £1,180,951).

The company was incorporated on 28 April 2022 and commenced activities on 31 May 2022. 
There are no dividends this period.

Directors

The directors who served during the year were:

J R Feldman 
C A  Henderson (appointed 1 November 2023)
J Rosner 
A P Rothery (resigned 31 March 2024) 
N Spurrett (appointed 1 April 2023, resigned 13 November 2023)

Page 4

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the period end.

Auditors

The auditorsBKL Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





C A  Henderson
Director

Date: 30 August 2024

Page 5

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

Opinion


We have audited the financial statements of Discovery Software Holdings Pledgeco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related 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 Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent 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

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 7

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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:

We have undertaken the following procedures in order to detect material misstatements in respect of                 irregularities, including fraud:
• Enquiry of management around actual and potential litigation and claims
• Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws
  and regulations.
• Reviewing minutes of meetings of those charged with governance.
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance
  with applicable laws and regulations.
• Auditing the risk of management override of controls, including through testing journal entries and other
  adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the
  normal course of business.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
Page 9

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED (CONTINUED)


conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Ian Saunderson FCA (Senior statutory auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
London

30 August 2024
Page 10

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
 4 
18,947,761
14,043,615

Cost of sales
  
(9,528,657)
(7,563,464)

Gross profit
  
9,419,104
6,480,151

Administrative expenses
  
(10,523,706)
(6,757,077)

Operating loss
 5 
(1,104,602)
(276,926)

Interest receivable and similar income
 9 
20,505
12,574

Interest payable and similar expenses
 10 
(831,297)
(547,011)

Loss before taxation
  
(1,915,394)
(811,363)

Tax on loss
 11 
(374,551)
(369,588)

Loss for the financial year
  
(2,289,945)
(1,180,951)

  

Total comprehensive income for the year
  
(2,289,945)
(1,180,951)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(2,289,945)
(1,180,951)

  
(2,289,945)
(1,180,951)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(2,289,945)
(1,180,951)

  
(2,289,945)
(1,180,951)

The notes on pages 20 to 37 form part of these financial statements.

Page 11

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
26,749,791
30,025,277

Tangible assets
 13 
80,139
105,028

  
26,829,930
30,130,305

Current assets
  

Debtors: amounts falling due after more than one year
 15 
217,744
279,159

Debtors: amounts falling due within one year
 15 
7,757,325
6,676,850

Cash at bank and in hand
 16 
6,403,668
6,568,271

  
14,378,737
13,524,280

Creditors: amounts falling due within one year
 17 
(14,932,507)
(14,974,425)

Net current liabilities
  
 
 
(553,770)
 
 
(1,450,145)

Total assets less current liabilities
  
26,276,160
28,680,160

Creditors: amounts falling due after more than one year
 18 
(9,700,000)
(9,800,000)

Provisions for liabilities
  

Net assets
  
16,576,160
18,880,160


Capital and reserves
  

Called up share capital 
 20 
20,008,556
20,011,111

Share premium account
 21 
73,500
50,000

Capital redemption reserve
 21 
7,778
-

Profit and loss account
 21 
(3,513,674)
(1,180,951)

Equity attributable to owners of the parent Company
  
16,576,160
18,880,160

  
16,576,160
18,880,160


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




C A  Henderson
Director
Date: 30 August 2024

The notes on pages 20 to 37 form part of these financial statements.
Page 12

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
REGISTERED NUMBER: 14076357
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024


Page 13

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
REGISTERED NUMBER: 14076357

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
16,000,000
16,000,000

  
16,000,000
16,000,000

Current assets
  

Debtors: amounts falling due within one year
 15 
4,297,056
4,061,111

Cash at bank and in hand
 16 
750
925

  
4,297,806
4,062,036

Creditors: amounts falling due within one year
 17 
(1,000)
(1,000)

Net current assets
  
 
 
4,296,806
 
 
4,061,036

Total assets less current liabilities
  
20,296,806
20,061,036

  

  

Net assets
  
20,296,806
20,061,036


Capital and reserves
  

Called up share capital 
 20 
20,008,556
20,011,111

Share premium account
 21 
73,500
50,000

Capital redemption reserve
 21 
7,778
-

Profit and loss account
  
206,972
(75)

  
20,296,806
20,061,036


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


C A  Henderson
Director
Date: 30 August 2024

The notes on pages 20 to 37 form part of these financial statements.

Page 14

 

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£
£


At 1 April 2023
20,011,111
50,000
-
(1,180,951)
18,880,160
18,880,160



Comprehensive income for the year


Loss for the year
-
-
-
(2,289,945)
(2,289,945)
(2,289,945)

Total comprehensive income for the year
-
-
-
(2,289,945)
(2,289,945)
(2,289,945)



Contributions by and distributions to owners


Purchase of own shares
-
-
7,778
(42,778)
(35,000)
(35,000)


Shares issued during the year
5,223
23,500
-
-
28,723
28,723


Shares cancelled during the year
(7,778)
-
-
-
(7,778)
(7,778)



Total transactions with owners
(2,555)
23,500
7,778
(42,778)
(14,055)
(14,055)



At 31 March 2024
20,008,556
73,500
7,778
(3,513,674)
16,576,160
16,576,160



The notes on pages 20 to 37 form part of these financial statements.

Page 15

 

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023



Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£



Comprehensive income for the period


Loss for the period
-
-
(1,180,951)
(1,180,951)
(1,180,951)

Total comprehensive income for the period
-
-
(1,180,951)
(1,180,951)
(1,180,951)



Contributions by and distributions to owners


Shares issued during the period
20,011,111
50,000
-
20,061,111
20,061,111



Total transactions with owners
20,011,111
50,000
-
20,061,111
20,061,111



At 31 March 2023
20,011,111
50,000
(1,180,951)
18,880,160
18,880,160



The notes on pages 20 to 37 form part of these financial statements.

Page 16

 

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2023
20,011,111
50,000
-
(75)
20,061,036


Comprehensive income for the period

Profit for the year

-
-
-
249,825
249,825


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
249,825
249,825


Contributions by and distributions to owners

Purchase of own shares
-
-
7,778
(42,778)
(35,000)

Shares issued during the year
5,223
23,500
-
-
28,723

Shares cancelled during the year
(7,778)
-
-
-
(7,778)


Total transactions with owners
(2,555)
23,500
7,778
(42,778)
(14,055)


At 31 March 2024
20,008,556
73,500
7,778
206,972
20,296,806


The notes on pages 20 to 37 form part of these financial statements.

Page 17

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(2,289,945)
(1,180,951)

Adjustments for:

Amortisation of intangible assets
3,275,485
2,729,571

Depreciation of tangible assets
59,667
56,386

Interest paid
831,293
547,011

Interest received
(20,501)
(12,574)

Taxation charge
374,551
369,588

(Increase) in debtors
(1,210,180)
(2,577,095)

(Decrease)/increase in creditors
(197,696)
2,885,233

Corporation tax (paid)
(59,484)
(770,721)

Net cash generated from operating activities

763,190
2,046,448


Cash flows from investing activities

Purchase of tangible fixed assets
(34,779)
(21,604)

Purchase of fixed asset investments
-
(25,038,203)

Interest received
20,501
12,574

Net cash from investing activities

(14,278)
(25,047,233)

Cash flows from financing activities

Issue of ordinary shares
42,778
20,000,000

New secured loans
-
9,925,000

Repayment of loans
(125,000)
-

Interest paid
(831,293)
(355,944)

Net cash used in financing activities
(913,515)
29,569,056

Net (decrease)/increase in cash and cash equivalents
(164,603)
6,568,271

Cash and cash equivalents at beginning of year
6,568,271
-

Cash and cash equivalents at the end of year
6,403,668
6,568,271

Page 18

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


2024
2023

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
6,403,668
6,568,271

6,403,668
6,568,271


The notes on pages 20 to 37 form part of these financial statements.

Page 19

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Discovery Software Holdings Pledgeco Limited (“Pledgeco” or “the Company”) and its subsidiaries (together “the Group”) provide software and consultancy services to pharmaceutical companies, biotechnology companies and to other life sciences companies and organisations.
The Company is a private company limited by shares and is incorporated in England and Wales.
The principal place of business is 2 Newhams Row, London, SE1 3UZ.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The group has net current liabilities, however the directors are confident of the group's ability to repay its debts as they fall due, and therefore consider it appropriate to prepare these accounts on a going concern basis. 

Page 20

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 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.

Page 21

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The Group derives revenue from license fees, subscription fees, implementation and configuration services fees and support and maintenance fees.
Revenue on subscription fees is recognised over the period that the services are provided. Revenue on support and maintenance fees is recognised over the period that the services are provided.
Revenue on implementation and configuration services fees is recognised in line with the contract, being either as the services are delivered or by reference to the stage of completion of the contract. 
Revenue on licence fees recognised in line with the contract, being either as the licences are delivered or by reference to the stage of completion of the contract. 
As shown in note 3, calculating the stage of completion involves estimating the future time to complete such contracts. In making this judgement, appropriate and prudent adjustments are made to these time estimates based on the company’s past experience. For loss-making projects, the anticipated loss is recognised immediately in full.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 22

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.11

Taxation

Tax is recognised in profit or loss 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.

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 and the Group operate and generate income.

 
2.12

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 the Group's share 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 Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.13

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.

Page 23

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Furniture, fittings and equipment
-
15% to 100% straight line
Computer equipment
-
33% 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 profit or loss.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated 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 Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to
Page 24

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Page 25

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Accrued and deferred income
The calculation of accrued and deferred income for the company’s software development projects in
progress involves the estimation of significant components of the necessary calculations. These are as
follows:
i) Stage of completion
The company's management make estimations of the number of hours left to complete each individual
project. The stage of completion as at the date of each set of financial statements is taken as the
proportion of time spent on that project to date compared with the estimate of total time to be spent.
ii) Cost per hour
A value is given to the cost of each hour of time spent on a project by the company's staff. This estimate
is based on the company's staff salaries and relevant related overhead costs.
Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful
economic lives and residucal values of the assets. The useful economic lives and residual values are
reassessed annually. They are amended when necessary to reflect current estimates, based on
technological advancement, future investments, economic utilisation and the physical condition of the
assets.

Page 26

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

The whole of the turnover is attributable to license fees, subscription fees, implementation and configuration services fees and support and maintenance fees to pharmaceutical companies, biotechnology companies and to other life sciences companies and organisations. 
66% of the company's turnover relates to sales of licences, subscriptions and services, and 33.6%  relates to support and maintenance contracts.
Details of turnover by geographical market have not been disclosed as, in the opinion of the directors, this would be seriously prejudicial to the interests of the company. 


5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
87,013
(240,615)

Other operating lease rentals
173,623
146,805


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
59,650
57,500

Page 27

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2024
£


Wages and salaries
9,724,364

Social security costs
835,808

Cost of defined contribution scheme
362,464

10,922,636


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
102
93

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

8.


Directors' remuneration



During the year retirement benefits were accruing to 2 directors (2023 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £302,000 (2023 - £NIL).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,000 (2023 - £NIL).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
20,505
12,574

20,505
12,574

Page 28

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
831,297
534,562

Other loan interest payable
-
12,449

831,297
547,011


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
374,551
369,588


374,551
369,588


Total current tax
374,551
369,588

Deferred tax

Total deferred tax
-
-


Tax on loss
374,551
369,588
Page 29

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,915,394)
(811,363)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(478,849)
(154,159)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
818,871
518,618

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,534
689

Capital allowances for year/period in excess of depreciation
-
(2,903)

Higher rate taxes on overseas earnings
20,351
7,743

Other timing differences leading to an increase (decrease) in taxation
6,644
(400)

Total tax charge for the year/period
374,551
369,588

Page 30

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Intangible assets

Group




Goodwill

£



Cost


At 1 April 2023
32,754,848



At 31 March 2024

32,754,848



Amortisation


At 1 April 2023
2,729,571


Charge for the year on owned assets
3,275,485



At 31 March 2024

6,005,056



Net book value



At 31 March 2024
26,749,792



Page 31

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 April 2023
205,825
543,051
748,876


Additions
4,269
30,510
34,779



At 31 March 2024

210,094
573,561
783,655



Depreciation


At 1 April 2023
174,676
469,172
643,848


Charge for the year on owned assets
7,583
52,085
59,668



At 31 March 2024

182,259
521,257
703,516



Net book value



At 31 March 2024
27,835
52,304
80,139

Page 32

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
16,000,000



At 31 March 2024
16,000,000





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Discovery Software Holdings Acquico Limited
2 Newhams Row  London  SE1 3UZ
Ordinary
100%
Titian Software Holdings Limited
2 Newhams Row  London  SE1 3UZ
Ordinary
100%
Titian Software Limited
2 Newhams Row  London  SE1 3UZ
Ordinary
100%
Titian Software US Inc
1500 West Park Drive
Westborough
MA
01581
USA
Ordinary
100%
Titian Software Poland z o o
Grabiszynska
241a
53234
Wroclaw
Poland
Ordinary
100%


15.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Prepayments and accrued income
217,744
279,159
-
-

217,744
279,159
-
-


Page 33

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.Debtors (continued)

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
4,784,183
4,906,126
-
-

Amounts owed by group undertakings
-
-
4,250,000
4,000,000

Other debtors
176,890
119,009
-
-

Called up share capital not paid
47,056
61,111
47,056
61,111

Prepayments and accrued income
2,684,752
1,349,095
-
-

Tax recoverable
64,444
241,509
-
-

7,757,325
6,676,850
4,297,056
4,061,111



16.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
6,403,668
6,568,271
750
925

6,403,668
6,568,271
750
925



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
100,000
125,000
-
-

Trade creditors
244,830
450,373
-
-

Amounts owed to group undertakings
-
-
1,000
1,000

Corporation tax
252,929
73,208
-
-

Other taxation and social security
292,808
331,681
-
-

Other creditors
19,264
3,250,486
-
-

Accruals and deferred income
14,022,676
10,743,677
-
-

14,932,507
14,974,425
1,000
1,000


Page 34

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

18.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
9,700,000
9,800,000

9,700,000
9,800,000


Please provide details of the terms of payment or repayment and the rates of any interest payable on the amounts repayable more than five years after the balance sheet date.


19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
100,000
125,000


100,000
125,000

Amounts falling due 1-2 years

Bank loans
9,700,000
9,800,000


9,700,000
9,800,000



9,800,000
9,925,000


Page 35

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



16,000,000 (2023 - 16,000,000) A Ordinary shares of £0.01 each
160,000
160,000
4,000,000 (2023 - 4,000,000) B Ordinary shares of £0.01 each
40,000
40,000
855,556 (2023 - 1,111,110) C Ordinary shares of £0.01 each
8,556
11,111
19,800,000 (2023 - 19,800,000) Preference shares of £1.00 each
19,800,000
19,800,000

20,008,556

20,011,111

On 14 April 2023 the company issued 255,556 C Ordinary Shares of £0.01 each at a premium of £0.05 per share. On 19 July 2023 the company issued a further 266,667 C Ordinary shares of £0.01 each at a premium of £0.05.
On 17 November 2024 the company bought back 777,777 C Ordinary Shares of £0.01 each at a premium of £0.05, and these shares were immediately cancelled. 



21.


Reserves

Profit and loss account

Includes all current period retained profits and losses and foreign translation reserve.


22.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted to £233,600 (2023: £64,916). Contributions totalling £2,243 (2023: £6,790) were payable to the fund at the Statement of
Financial Position date and are included in creditors.


23.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
146,000
146,000

Later than 1 year and not later than 5 years
80,000
226,000

226,000
372,000
Page 36

 
DISCOVERY SOFTWARE HOLDINGS PLEDGECO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Subsequent Events

Acquisition of Biodata (LabGuru) Ltd
On the 15th of April 2024, a subsidiary of the group acquired 100% of Labguru (Biodata Ltd), a technology company that provides an integrated lab operations software solutions. The acquisition was completed through a combination of equity and debt financing. 
Subsequent Events Consideration:
In accordance with FRS 102, this transaction is disclosed as a subsequent event as the acquisition took place after the reporting period but before the issuance of the financial statements.
Directors' Confirmation
The directors confirm that they are not aware of any other events since the reporting date that would materially affect the financial position of the company.


25.


Controlling Party

The ultimate parent undertaking is BV Acquisitions XIV DSH Limited. There is no ultimate controlling party. 

 
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