Company registration number 14554937 (England and Wales)
CLOUDCLEVR HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
CLOUDCLEVR HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr J P Rigby
(Appointed 22 December 2022)
Mr S P Rigby
(Appointed 22 December 2022)
Mr S P Harris
(Appointed 1 March 2023)
Mr R S Smith
(Appointed 1 March 2023)
Company number
14554937
Registered office
Bridgeway House
Bridgeway
Stratford-upon-Avon
Warwickshire
CV37 6YX
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
CLOUDCLEVR HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Notes to the financial statements
15 - 36
CLOUDCLEVR HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for CloudClevr Holdings Limited ("CloudClevr") for the period ended 31 March 2024.

Principal activity

This period for CloudClevr is the inaugural year as a consolidated trading business. In the period 3 strategic acquisitions via its subsidiary CloudClevr Investments Limited “CCI”; NGC Networks Group Limited (May 2023) “NGC”, 4sight Communications Limited (September 2023) “4Sight” and Total Holdings Limited “Bamboo” (January 2024). A further strategic acquisition was completed post the period (April 2024), Twisted Fish IT Limited “Twisted Fish IT”.

This period of intense M&A ran in parallel to the evolution of a centralised shared services capability within CloudClevr for Finance, HR, Systems and Marketing and creates a national scaled business focused on the SMB and SMC segments. Again, in parallel CloudClevr developed its own proprietary customer software platform Clevr360 that provides unique insights to customers to help them measure, manage and control their technology investments thus increasing efficiency, reducing cost and improving productivity.

Business Strategy

The business has acquired over £30m of revenues with 85% of these recurring, over 2,000 SMB customers and trading EBITDA of c£3m and c150 colleagues.

The acquisitions have aligned to both geographic UK coverage as well as technology capabilities. CloudClevr delivers converged products and services across 6 technology pillars; -

Via 3 practices; -

The business strategy is to deepen customer experience through cross selling and upselling multiple technology pillars into the customer base to be a ‘one stop shop’ for their converging IT and Communication needs ensuring CloudClevr is a next generation Cloud led Managed Services Provider (MSP). Given the diversity of customer transformation programs and technology investment, CloudClevr seeks to develop a partnership led approach to deliver a clear and measurable technology roadmap with transparency on performance and productivity via Clevr360 and ensure trust in security of the technology estate and user environment.

CloudClevr will continue to evaluate further M&A on a selective basis for customer, geographic and technical capability rationale although it’s expected that in the near term post this period greater focus will be on the convergence of the acquired operating companies to create a single national SMB/SMC focused business under a single brand.

CLOUDCLEVR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -

Strategic Business Review

CloudClevr has executed the initial M&A strategy primarily bilaterally with only one acquisition subject to advisor/auction process. This has provided office, colleague and customer coverage and created regional hubs in the South, Midlands and Northern England with service delivery skills across all 6 technology pillars. Through 4Sight CloudClevr has also gained a focused presence on Public Sector frameworks and also supports customers in this segment.

CloudClevr has developed in the period a clear national shared services roadmap for Finance, HR, Systems, Procurement, Supply Chain and Marketing. This will ensure control, efficiency and co-ordination in supporting a scaled national business.

CloudClevr has developed in the period a transformation office and multi-year transformation roadmap to support the scale of change and transition from 4 regional SMB businesses to a scaled national business with strong foundation, not least efficiency of systems to support future organic and acquisitive growth.

CloudClevr has developed in the period a leadership team including finance, marketing, sales, IT and transformation to lead the business on a future growth plan.

CloudClevr had developed its own Clerv360 proprietary software platform initially through a 3rd party near shore development partner, which has now been insourced post MVP delivery to deliver enhanced customer experience and differentiation in the marketplace giving customers control of their technology investment with regards productivity, efficiency and user engagement.

CloudClevr has developed a plan to merge its IT managed services business from Bamboo with Twisted Fish IT which is a leading Microsoft Cloud Services Provider and Azure specialist. This will create a scaled IT managed services business which represents over 25% of the business mix.

CloudClevr has developed a roadmap in the period to migrate to a single brand and develop all marketing and lead generation activity under the single brand of CloudClevr.

The Board believes the strategic business performance in the period has been executed well and positions the business for growth in future periods following a period of transformation to the national scaled single operating model within the next financial period.

Business Performance

Clearly the part year nature of the acquisitions, the investment operating expenditure at the centre, as well as the acquisition related one off costs together with no prior year comparatives make for a difficult analysis of financial business performance.

That said the Board monitors performance on a rolling LTM basis and evaluates underlying revenue, Gross Profit and trading EBITDA regardless of acquisition timing. This allows the Board and the executive group to measure, manage and assess the business performance in a normalised manner.

The Board is happy with the financial business performance of the acquired operating companies and all are performing as expected relative to acquisition review and forecasts.

The Board is satisfied with the deployment of investment operating expenditure and capital expenditure, especially with Clevr360 which continues to achieve its development milestones on time and on budget. The Board appreciates the return on some of this investment will be a multi-year payback period and therefore it continues to measure the performance of the business against key critical strategic milestones.

CLOUDCLEVR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to several risks. The key business risks affecting the group are considered to relate to M&A Integration, the UK economy in general, including the potential impact of recession and inflation levels, business competition, liquidity and credit risk, interest rate markets and the cost of borrowing.

Risk Management is a key programme within the group to mitigate both external and risks. A programme in place that tracks, measures, monitors and mitigates risks to limit the adverse effects on the financial performance of the group.

M&A Integration

Acquiring and then integrating four business in a short space of time presents many challenges. Appropriate resourcing, retention of staff and loss of key customers are all risks that CloudClevr is exposed to during this transformation period. To mitigate this, we have introduced new benefits to staff and taken steps to start building an improved and sustainable culture. We have new initiatives such as customer re-engage which ensures our customers have a clear understanding of CloudClevr’s strategic vision. The Sales teams have also been restructured to better serve our diverse customer base in the immediate future.

UK Economy

Inflationary pressures are managed through the alignment of customer pricing with suppliers, and our right to apply price increases as incurred. Like inflationary pressures, the impact of a UK recession would be managed by cost base rationalisation if turnover is impacted.

Competition Risk    

Certain products within our product portfolio are more price sensitive than others and therefore exposed to risk from other suppliers who are more value focused. To mitigate this the group has a diverse product set across several geographical locations, selling to a variety of different verticals.

Liquidity risk

The Group manages liquidity risk though both weekly cashflow forecasts but also longer term 12 months rolling cashflow forecasts. These are reviewed at a senior level on a regular basis.

Credit risk

Trade debtors are exposed to credit risk which is managed on an ongoing basis. Specified credit checks are carried out on all customers and appropriate credit limits monitored. Our diverse customer base also supports further mitigating of credit risk.

Interest rates

The Group would be exposed to increasing interest rates should it decide to acquire third-party debt to support further M&A activity. CloudClevr would consider the use of a debt advisory body to support such a process in order achieve the most appropriate source of lending.

Future Outlook

The Board anticipates seeing growing cost synergies as the operating businesses converge into a single operating business, and marketing and sales effectiveness measured through organic growth rates and cross sell ratios are expected to deliver market leading indicators over the coming periods.

Conclusion

In this context the Board is happy with the overall strategic and business performance of CloudClevr and is excited by the future market opportunities within the SMB/SMC sector for converging cloud, IT and communications needs.

The Board has developed a series of critical KPI’s to evaluate the business which will be shared in future periods. For this current period given the nature of the financial reporting period these are currently not appropriate to share on current metrics.

CLOUDCLEVR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -

On behalf of the board

Mr S P Harris
Director
20 September 2024
CLOUDCLEVR HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 5 -

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

Results and dividends

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr J P Rigby
(Appointed 22 December 2022)
Mr S P Rigby
(Appointed 22 December 2022)
Mr S P Harris
(Appointed 1 March 2023)
Mr R S Smith
(Appointed 1 March 2023)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Future developments

Future developments are detailed within the Strategic Report.

Auditor

Ormerod Rutter Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

CLOUDCLEVR HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 6 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

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

On behalf of the board
Mr S P Harris
Director
20 September 2024
CLOUDCLEVR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CLOUDCLEVR HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Cloudclevr Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including significant accounting policies. The 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:

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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

CLOUDCLEVR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLOUDCLEVR HOLDINGS LIMITED
- 8 -
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 their 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

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

 

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

 

CLOUDCLEVR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CLOUDCLEVR HOLDINGS LIMITED
- 9 -

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

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.

Colm McGrory FCA (Senior Statutory Auditor)
For and on behalf of Ormerod Rutter Limited
20 September 2024
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
CLOUDCLEVR HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 10 -
Period
ended
31 March
2024
Notes
£
Turnover
3
12,640,886
Cost of sales
(7,293,756)
Gross profit
5,347,130
Administrative expenses
(6,440,482)
Non-recurring expenditure
4
(1,174,904)
Operating loss
5
(2,268,256)
Interest receivable and similar income
8
30,064
Interest payable and similar expenses
9
(1,053,654)
Loss before taxation
(3,291,846)
Tax on loss
10
490,146
Loss for the financial period
24
(2,801,700)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
CLOUDCLEVR HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 11 -
2024
Notes
£
£
Fixed assets
Goodwill
11
22,811,555
Other intangible assets
11
1,367,088
Total intangible assets
24,178,643
Tangible assets
12
98,777
24,277,420
Current assets
Stocks
15
27,644
Debtors
16
9,058,247
Cash at bank and in hand
1,529,079
10,614,970
Creditors: amounts falling due within one year
17
(9,250,007)
Net current assets
1,364,963
Total assets less current liabilities
25,642,383
Creditors: amounts falling due after more than one year
18
(23,454,082)
Net assets
2,188,301
Capital and reserves
Called up share capital
23
500
Share premium account
24
4,989,501
Profit and loss reserves
24
(2,801,700)
Total equity
2,188,301

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 20 September 2024 and are signed on its behalf by:
20 September 2024
Mr S P Harris
Director
Company registration number 14554937 (England and Wales)
CLOUDCLEVR HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 12 -
2024
Notes
£
£
Fixed assets
Intangible assets
11
1,232,630
Investments
13
1
1,232,631
Current assets
Debtors
16
24,846,279
Cash at bank and in hand
89,534
24,935,813
Creditors: amounts falling due within one year
17
(311,162)
Net current assets
24,624,651
Total assets less current liabilities
25,857,282
Creditors: amounts falling due after more than one year
18
(23,454,082)
Net assets
2,403,200
Capital and reserves
Called up share capital
23
500
Share premium account
24
4,989,501
Profit and loss reserves
24
(2,586,801)
Total equity
2,403,200

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,586,801.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 20 September 2024 and are signed on its behalf by:
20 September 2024
Mr S P Harris
Director
Company registration number 14554937 (England and Wales)
CLOUDCLEVR HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 22 December 2022
-
-
-
-
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
(2,801,700)
(2,801,700)
Issue of share capital
23
500
4,989,501
-
4,990,001
Balance at 31 March 2024
500
4,989,501
(2,801,700)
2,188,301
CLOUDCLEVR HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 22 December 2022
-
-
-
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
(2,586,801)
(2,586,801)
Issue of share capital
23
500
4,989,501
-
4,990,001
Balance at 31 March 2024
500
4,989,501
(2,586,801)
2,403,200
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

Cloudclevr Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bridgeway House, Bridgeway, Stratford-upon-Avon, Warwickshire, CV37 6YX.

 

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

1.1
Reporting period

The company was incorporated on 22 December 2022 and is a subsidiary of Rigby Group Technology Investments Limited and has an ultimate parent company of Rigby Group (RG) plc. The he directors deemed it appropriate to have the reporting date be the same across the group and the financial period was extended from 31 December 2023 to 31 March 2024.

 

The current period results are for the period from incorporation to 31 March 2024. There are no comparative period results due to this being the first period of trade.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Business combinations

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

 

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

1.4
Basis of consolidation

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

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

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

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

 

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

 

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

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.6
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

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

 

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

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Software
5 years
Development costs
5 years
Software and customer base
3-5 years
1.10
Tangible fixed assets

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

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -

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

Office equipment
25% reducing balance
Fixtures and fittings
25% reducing balance
Computers
33% straight line
Motor vehicles
25% reducing balance

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

1.11
Fixed asset investments

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

 

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -

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

 

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

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

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
Cash and cash equivalents

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

1.15
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.16
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.17
Equity instruments

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

1.18
Taxation

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

Current tax

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

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -
Deferred tax

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

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.19
Employee benefits

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

 

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

 

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

1.20
Retirement benefits

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

1.21
Leases

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

2
Judgements and key sources of estimation uncertainty

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

 

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

3
Turnover and other revenue
2024
£
Turnover analysed by class of business
Sales of systems, software assurance and maintenance contracts
12,640,886
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 23 -
2024
£
Turnover analysed by geographical market
United Kingdom
12,640,886
2024
£
Other revenue
Interest income
30,064
4
Exceptional item
2024
£
Expenditure
Non-recurring expenditure
1,174,904
1,174,904

Non-recurring expenditure relates to pre-development expenditure and acquisition costs.

5
Operating loss
2024
£
Operating loss for the period is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
8,000
Depreciation of owned tangible fixed assets
21,020
Amortisation of intangible assets
892,361
Operating lease charges
217,698
6
Employees

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

Group
Company
2024
2024
Number
Number
Engineers, sales and administration
132
4
Directors
4
4
Total
136
8
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
6
Employees
(Continued)
- 24 -

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
3,912,604
789,771
Social security costs
353,522
83,723
Pension costs
171,100
20,941
4,437,226
894,435
7
Directors' remuneration
2024
£
Remuneration for qualifying services
381,017
Company pension contributions to defined contribution schemes
13,500
394,517

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
£
Remuneration for qualifying services
266,667
8
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
26,521
Other interest income
3,543
Total income
30,064
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 25 -
9
Interest payable and similar expenses
2024
£
Interest on bank overdrafts and loans
12,410
Interest payable to group undertakings
1,041,244
Total finance costs
1,053,654
10
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
83,049
Deferred tax
Origination and reversal of timing differences
(566,888)
Adjustment in respect of prior periods
(6,307)
Total deferred tax
(573,195)
Total tax credit
(490,146)

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

2024
£
Loss before taxation
(3,291,846)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(822,962)
Tax effect of expenses that are not deductible in determining taxable profit
314,454
Tax effect of income not taxable in determining taxable profit
(52,059)
Unutilised tax losses carried forward
64,116
Adjustments in respect of prior years
6,307
Rounding
(2)
Taxation credit
(490,146)
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 26 -
11
Intangible fixed assets
Group
Goodwill
Software
Development costs
Software and customer base
Total
£
£
£
£
£
Cost
At 22 December 2022
-
0
-
0
-
0
-
0
-
0
Additions - internally developed
-
0
213,731
1,054,033
-
0
1,267,764
Additions - separately acquired
23,652,828
-
0
-
0
-
0
23,652,828
Additions - business combinations
-
0
-
0
-
0
150,412
150,412
At 31 March 2024
23,652,828
213,731
1,054,033
150,412
25,071,004
Amortisation and impairment
At 22 December 2022
-
0
-
0
-
0
-
0
-
0
Amortisation charged for the period
841,273
688
34,446
15,954
892,361
At 31 March 2024
841,273
688
34,446
15,954
892,361
Carrying amount
At 31 March 2024
22,811,555
213,043
1,019,587
134,458
24,178,643
Company
Software
Development costs
Total
£
£
£
Cost
At 22 December 2022
-
0
-
0
-
0
Additions - internally developed
213,731
1,054,033
1,267,764
At 31 March 2024
213,731
1,054,033
1,267,764
Amortisation and impairment
At 22 December 2022
-
0
-
0
-
0
Amortisation charged for the period
688
34,446
35,134
At 31 March 2024
688
34,446
35,134
Carrying amount
At 31 March 2024
213,043
1,019,587
1,232,630
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 27 -
12
Tangible fixed assets
Group
Office equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 22 December 2022
-
0
-
0
-
0
-
0
-
0
Additions
11,013
1,517
12,795
-
0
25,325
Business combinations
10,053
31,107
48,058
5,254
94,472
At 31 March 2024
21,066
32,624
60,853
5,254
119,797
Depreciation and impairment
At 22 December 2022
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
5,893
10,172
4,639
316
21,020
At 31 March 2024
5,893
10,172
4,639
316
21,020
Carrying amount
At 31 March 2024
15,173
22,452
56,214
4,938
98,777
The company had no tangible fixed assets at 31 March 2024.
13
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
14
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 22 December 2022
-
Additions
1
At 31 March 2024
1
Carrying amount
At 31 March 2024
1
14
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
14
Subsidiaries
(Continued)
- 28 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
CloudClevr Investments Limited
1
Ordinary
100.00
-
NGC Networks Group Limited
2
Ordinary
-
100.00
NGC Network Services Limited
2
Ordinary
-
100.00
NGC Networks Limited
2
Ordinary
-
100.00
4Sight Communications Limited
3
Ordinary
-
100.00
Total Holdings Limited
4
Ordinary
-
100.00
CloudClevr IT Limited
5
Ordinary
-
100.00
CloudClevr Limited
4
Ordinary
-
100.00
Total Network Convergence Limited
4
Ordinary
-
100.00
Total Communications Limited
4
Ordinary
-
100.00
TechTeam Group Limited
5
Ordinary
-
100.00
Connectalk Limited
5
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Bridgeway House, Bridgeway, Stratford-upon-Avon, Warwickshire, CV37 6YX
2
2 Navigation Court, Calder Park, Wakefield, West Yorkshire, WF 2 7BJ
3
Chancery House Suite A, 7th Floor, Chancery House, St. Nicholas Way, Sutton, SM1 1JB
4
2nd Floor Gc  Campus, Princess Elizabeth Way, Cheltenham, GL51 7SL
5
The Old Rectory, Main Road, Ombersley, Worcestershire, WR9 0EW
15
Stocks
Group
Company
2024
2024
£
£
Raw materials and consumables
5,938
-
Finished goods and goods for resale
21,706
-
0
27,644
-
16
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
2,171,288
-
0
Unpaid share capital
1,300,000
1,300,000
Amounts owed by group undertakings
4,042
22,752,921
Other debtors
3,646,608
193,206
Prepayments and accrued income
1,477,871
42,537
8,599,809
24,288,664
Deferred tax asset (note 21)
458,438
557,615
9,058,247
24,846,279
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 29 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Convertible loans
20
2,000,000
-
0
Bank loans
19
835,534
-
0
Trade creditors
2,435,889
100,982
Amounts owed to group undertakings
-
0
1,973
Corporation tax payable
450,686
-
0
Other taxation and social security
850,039
99,972
Other creditors
383,616
13,717
Accruals and deferred income
2,294,243
94,518
9,250,007
311,162
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Amounts owed to group undertakings
19
23,454,082
23,454,082
19
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
835,534
-
0
Loans from group undertakings
23,454,082
23,454,082
24,289,616
23,454,082
Payable within one year
835,534
-
0
Payable after one year
23,454,082
23,454,082

The bank loans are secured by way of a fixed and floating charge over all the group's subsidiaries assets and undertakings of Cloudclevr Limited and Connectalk Limited.

 

There is a composite company unlimited multilateral guarantee the group's subsidiaries Total Holdings Limited, Total Network Convergence Ltd, Total Telecommunications Limited and CloudClevr IT Limited.

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 30 -
20
Convertible loan notes
Group
Company
2024
2024
£
£
Liability component of convertible loan notes
2,000,000
-

The Deferred Consideration Loan notes were issued on 10 January 2024 for a nominal amount of £1,500,000 Series A Deferred Loan notes 2024 and £500,000 Series B Deferred Consideration Loan Notes 2024.

 

No interest is chargeable on the loan notes.

 

The maturity date is 9 January 2025.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
2024
Group
£
Accelerated capital allowances
(104,941)
Tax losses
563,379
458,438
Assets
2024
Company
£
Tax losses
557,615
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 22 December 2022
-
-
Credit to profit or loss
(573,195)
(557,615)
Deferred tax on acquisition
114,757
-
Asset at 31 March 2024
(458,438)
(557,615)

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances and tax losses that are expected to mature within the same period.

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 31 -
22
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
171,100

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and not fully paid
Ordinary Shares of 1p each
50,000
500

On incorporation 100 Ordinary shares of £0.01 each were allotted and fully paid for cash at par value.

 

During the period 49,900 Ordinary shares of £0.01 each were allotted at a premium of £99.99 per share. Of the 49,900 ordinary shares issued, 36,900 shares were fully paid and the remaining 13,000 shares were unpaid.

24
Reserves
Share premium

Represents the amount by which shares have been issued at a price greater than the nominal value less issue costs.

Profit and loss reserves

The profit and loss account reserve represents cumulative profits and losses made by the company to date less any dividends declared.

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 32 -
25
Acquisition of a business

On 25 May 2023 the group acquired 100% of the issued share capital of NGC Networks Group Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
20,095
-
20,095
Inventories
7,951
-
7,951
Trade and other receivables
947,834
-
947,834
Cash and cash equivalents
1,063,378
-
1,063,378
Trade and other payables
(901,877)
-
(901,877)
Tax liabilities
(317,843)
-
(317,843)
Total identifiable net assets
819,538
-
819,538
Goodwill
4,700,168
Total consideration
5,519,706
The consideration was satisfied by:
£
Cash
5,519,706

The goodwill arising on the acquisition of the business is attributable to anticipated profitability of the company's products.

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
6,835,545
Loss after tax
(129,046)
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
25
Acquisition of a business
(Continued)
- 33 -

On 5 September 2023 the group acquired 100% of the issued capital of 4Sight Communications Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
6,166
-
6,166
Trade and other receivables
629,275
-
629,275
Cash and cash equivalents
2,629,991
-
2,629,991
Trade and other payables
(1,209,350)
-
(1,209,350)
Tax liabilities
(324,336)
-
(324,336)
Deferred tax
(17,146)
-
(17,146)
Total identifiable net assets
1,714,600
-
1,714,600
Goodwill
4,011,443
Total consideration
5,726,043
The consideration was satisfied by:
£
Cash
5,726,043
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
2,787,116
Profit after tax
190,843
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
25
Acquisition of a business
(Continued)
- 34 -

On 10 January 2024 the group acquired 100% of the issued capital of Total Holdings Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
30,412
-
30,412
Property, plant and equipment
68,211
-
68,211
Inventories
36,996
-
36,996
Trade and other receivables
3,599,631
-
3,599,631
Cash and cash equivalents
726,145
-
726,145
Borrowings
(955,964)
-
(955,964)
Trade and other payables
(3,279,905)
-
(3,279,905)
Tax liabilities
(629,501)
-
(629,501)
Deferred tax
(97,611)
-
(97,611)
Total identifiable net assets
(501,586)
-
(501,586)
Goodwill
14,941,217
Total consideration
14,439,631
The consideration was satisfied by:
£
Cash
12,439,631
Issue of convertible loans
2,000,000
14,439,631
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
3,060,848
Profit after tax
317,480

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the company's products.

CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 35 -
26
Operating lease commitments
Lessee

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

Group
Company
2024
2024
£
£
Within one year
363,643
-
Between two and five years
454,558
-
818,201
-
27
Events after the reporting date

On 5th April 2024 the group acquired 100% of the issued share capital of Twisted Fish IT Limited, a company registered in England and Wales.

28
Related party transactions
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Interest paid
2024
£
Group
Entities with control, joint control or significant influence over the company
1,041,244
Company
Entities with control, joint control or significant influence over the company
1,041,244

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
£
Group
Entities with control, joint control or significant influence over the group
23,454,490
Company
Entities with control, joint control or significant influence over the company
23,454,490
CLOUDCLEVR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
28
Related party transactions
(Continued)
- 36 -
Other information

The group has taken advantage of the exemption, under section 33 of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries.

29
Controlling party

The company is a subsidiary undertaking of Rigby Group Technology Investments Limited, a company registered in England and Wales.

 

The largest group of which the company is a member, and for which consolidated financial statements are drawn up, is that headed by Rigby Group (RG) plc. Consolidated financial statements are available at Bridgeway House, Bridgeway, Stratford-upon-Avon, Warwickshire, CV37 6YX which is its registered office.

 

Ultimate controlling party

 

The Rigby Family control the company as a result of being members of the group of trustees and the only beneficiaries of trusts which own 100% of the issued ordinary share capital and control 100% of the votig rights of Rigby Group (RG) Plc, the ultimate parent company.

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