Company registration number 08788914 (England and Wales)
CONTINO SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTINO SOLUTIONS LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 5
Directors' report
6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Notes to the financial statements
15 - 28
CONTINO SOLUTIONS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Elisa De Rocca-Serra
Yatin Kumar Mahandru
Simon James Watkinson
(Appointed 1 September 2023)
Christopher Ray Edwards
(Appointed 28 February 2023 and Resigned 27 October 2023)
Company number
08788914
Registered office
280 Bishopsgate
London
EC2M 4AG
Auditor
Azets Audit Services
37 Commercial Road
Poole
Dorset
BH14 0HU
Business address
280 Bishopsgate
London
EC2M 4AG
CONTINO SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The Company is a subsidiary of Cognizant Technology Solutions Corporation, a NASDAQ listed company incorporated in the United States of America. Cognizant Technology Solutions Corporation and all of its consolidated subsidiaries are referred to as the Group.

The Company is a leading transformation consultancy that helps large, heavily-regulated enterprises to become fast, agile and competitive. We advise by assessing clients’ maturity and creating a cutting-edge strategy to help them succeed. We build everything from initial lighthouse projects to enterprise-grade platforms and products. We upskill by giving clients the skills they need to be competitive in a cloud-native world. During the year, we served industries including Banking and Financial Services; Insurance; Public Sector; Communications, Media & Technology; Energy, Utilities & Natural Resources; Life Sciences & Healthcare; Travel & Transport; Digital Native & Start-Ups. On 1 October 2023 the business was majority integrated with Cognizant Worldwide Ltd leaving primary focus on Public Sector which we expect to continue and grow.

Revenues for the Company were £44,995,186 (2022: £45,667,325) representing a year-on-year decrease of 1.5%. The decrease is due to the integration of most of the business with Cognizant Worldwide Ltd. Contino continues to build trusted relationships with its customers, using a consultative, outcome-based, valuedriven methodology. We define solutions to customer problems that will deliver meaningful business change, we focus on customer value. In addition to a distinctive approach to helping clients accelerate their digital transformation, our talented consulting teams, unique operating model, as well as innovative engineering culture contributed to the successful performance of the Company.

The Company results for the year show net profit of £118,827,651 (2022: £2,960,319) and a net asset position of £131,156,172 in the year ending 2023 (2022: £12,328,521).

The directors believe that the viability of the Company and its ability to continue as a going concern and meets its debts and commitments as they fall due are dependent on:

Investment disposal and subsequent partial integration

On 1 January 2023, the Company sold 100% of its shares in Contino Pty Ltd to Cognizant Technology Solutions Australia Pty Limited. On 1 October 2023, the Company transferred part of its trade and assets to Cognizant Worldwide Ltd. These transactions resulted in profits on transfer of £114,231,109.

Principal risks and uncertainties

The management of the business and the execution of the Company’s strategy are subject to a number of risks and uncertainties. The key business risks affecting the Company are set out below:

Competition

Contino Solutions Limited operates in highly competitive customer environments with incumbent professional service providers. In order to mitigate the risk of disruption from traditional service providers, we focus on delivering customer outcomes that drive business value, avoiding the need to compete on price.

CONTINO SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

Information Security

The Company has a high dependency on accessing data, and in the event that we were unable to access any of our data from our systems due to the unavailability of our systems, or a cyber/ransomware attack, this could limit the businesses’ ability to function. This could potentially result in a material impact on both financial performance and business reputation. Contino continue to ensure that regular audits are undertaken, and reviews are carried out on our policies and processes in order to mitigate these risks whilst also maintaining high levels of staff training to help employees avoid these risks. We will also continue to use off the shelf software solutions which are designed to protect our data.

Employees

The Company performance depends largely on its talented employees and the ability to recruit consultants with the right experience and skills is crucial. Due to the industry being highly competitive, attrition rates continue to be high, which has impacted the ability to increase headcount, thus increase revenue. To mitigate the risks the company has focused on the personal development of our employees, making sure they have the skills and support they need to deliver the best services.

Political and Economic uncertainties

The current fragile global macroeconomic environment can have a significant effect on business. Volatile, negative or uncertain economic conditions could cause clients to reduce, postpone or cancel spending on projects and could make it more difficult to accurately forecast client demand and have available the right resources to profitably address such demand.

There continues to be significant economic and geopolitical uncertainty in many markets around the world, which may impact our business. The continuation of the Russian invasion of Ukraine and the sanctions and other measures being imposed in response to this conflict, as well as the expansion of the hostilities in the Middle East, particularly compared to previous years, could impact Contino, our clients, vendors or subcontractors.

Key performance indicators

Progress on the overall Company strategy and the individual strategic elements is monitored by reference to two KPIs.

 

Key performance indicator

2023

2022

Definition, method of calculation and analysis

(Decline)/Growth

in revenue

(1.5%)

27.9%

Annual revenue measured as a percentage. For further information, see the Review of Business section above.

Gross profit margin

33.5%

36.8%

Gross profit margin measured as a percentage. For further information, see the Review of Business section above.

CONTINO SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

Strategy

Strategic Focus Areas for Contino for 2024 include:

Driving Growth together with Cognizant Consulting

Contino will continue to drive growth in 2024. This will be achieved by continuing to sell high value services to the customers. We will challenge our customers with our way of thinking and build partnerships through outcome-based offerings. Contino will be working closer with Cognizant Consulting as an integrated consulting unit, which will involve developing a joint Go To Market strategy led through vertical consulting.

Industry Focus

Contino will focus on Industry selling and will offer customers specialised knowledge in that industry. This will allow Contino to better understand the specific needs of clients and tailor solutions that fit their unique requirements. By having focused teams on the industry we can build trust, and establish credibility and integrity to develop better working relationships.

Operational Excellence

Contino will aim to improve operational process in 2024 with a focus on project delivery governance and account lifecycle governance. We will focus on scaling our unique Squad Model to ensure it provides an operating model fit for current and future scale that embodies all the Contino values. Contino will also work with Cognizant Consulting on developing an integrated Target Operating model that combines multiple skills and increases our value proposition.

Our People and Culture

Our mission is to nurture and maintain a culture that enables our employees to thrive and Contino to grow. To achieve this, Contino will focus on delivering the sustainable workforce by hiring and retaining the best talent; making Contino the best place to work by offering an inclusive and diverse place to work and creating an exceptional opportunities and career development for our employees.

Sustainability

Contino strategy will be achieved in a way that ensures the long-term health and future of the Company. The Business will continue to be profitable by selling high-value services to high-value customers. Our aim is also to help our customers build a sustainable business and value propositions via accelerated adoption of Digital.

Section 172 of the Companies Act 2006

This statement is intended by the Directors to set out how they have approached and met their responsibilities under Section 172 of the Companies Act 2006 in the financial period ending 31st December 2023.

The Directors of Contino act in accordance with a set of general duties, including those under Section 172 of the Companies Act 2006 to promote the success of the company for the benefit of its members as a whole. In doing so they complied with the below factors:

(a) the likely consequences of any decision in the long term,

(b) the interests of the Company’s employees,

(c) the need to foster the Company's business relationships with suppliers, customers and others,

(d) impact of the Company's operations on the community and the environment,

(e) the desirability of the Company maintaining a reputation for high standards of business conduct,

(f) the need to act fairly as between members of the Company.

 

CONTINO SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

Decision Making

The Directors understand the business and the markets within which we operate. By focusing on our purpose, vision and strategy set by the Directors and Leadership Team is to ensure that we continue to deliver value to our people, customers, partners and other stakeholders. All matters that, under the Company’s governance arrangements, are reserved for decision by the Directors are presented at Board meetings. Directors are briefed on any potential impacts and risks for our people, customers, partners and other stakeholders and how these are to be managed. The Directors consider these factors before making a final decision, which as a Board, they believe is in the best interests of the Company.

Employees

Employee engagement is a primary focus for the Directors of the Company – empowering employees to contribute to improving business performance and creating an environment in which everyone can fulfil their potential. We keep the Company’s employees informed about what is happening across the Company through our intranet, podcasts, newsletters, email and leadership blogs and briefings.

Fostering Business Relationships with Suppliers, Customers and Others

The Directors recognise that fostering business relationships with key stakeholders, such as customers, suppliers, partners and regulatory authorities, is essential to the company’s success. Contino is part of the Cognizant Group and follows the group wide Code of Business Conduct and Ethics, which provides all employees of the Group with guidance on the key principles that each employee should follow.

Impact on the Community and the Environment

The Directors recognise the importance of leading a company that not only generates value for shareholders but also contributes to wider society. Contino strive to act in an environmentally friendly way and is always aspiring to give back to the community. Contino employees are encouraged to take part in charitable initiatives, each employee can take one day off to volunteer within the community of their choice.

Maintaining a reputation for high standards of business conduct

The Directors consider it fundamental to maintain a culture focused on embedding responsible business behaviours. All employees of the Company are expected to act in accordance with the requirements of the Code of Business Conduct and Ethics, at all times.

The need to act fairly between members of the Company

The Directors recognise their responsibility in ensuring that all members of the Company are treated fairly regardless of age, gender and orientation. The Company has implemented a number of programs to promote the diversity and to create inclusive environments, which include: Wellbeing and Diversity, Belonging & Inclusiveness programs. As a business driven by people, Contino Directors are committed to treating everyone with respect, fairness and equality. Contino is committed to encouraging the equality and diversity of our workforce and eliminating any unlawful discrimination. We aim for Contino to be truly representative of all sections of society and our customers and for each employee to feel respected and able to give their best.

Greenhouse Gas Emissions
It is deemed that the energy consumed by the Company is less than 40,000 kWh, therefore the exemption has been taken not to disclose the energy used during the period.
This report was approved by the board and signed on its behalf by:
Elisa De Rocca-Serra
Director
23 September 2024
CONTINO SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of IT Services Consultancy.

Results and dividends

The results for the year are set out on page 12.

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

Directors

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

Elisa De Rocca-Serra
Yatin Kumar Mahandru
Simon James Watkinson
(Appointed 1 September 2023)
Christopher Ray Edwards
(Appointed 28 February 2023 and Resigned 27 October 2023)
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

On behalf of the board
Elisa De Rocca-Serra
Director
23 September 2024
CONTINO SOLUTIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also 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 enable them to ensure that the financial statements comply with the Companies Act 2006.

CONTINO SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONTINO SOLUTIONS LIMITED
- 8 -
Opinion

We have audited the financial statements of Contino Solutions Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the 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 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 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:

CONTINO SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CONTINO SOLUTIONS LIMITED
- 9 -
Matters on which we are required to report by exception

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

 

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

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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.

CONTINO SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CONTINO SOLUTIONS LIMITED
- 10 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we 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.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 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.

 

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:

 

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

CONTINO SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CONTINO SOLUTIONS LIMITED
- 11 -

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.

Mr Paul Francis
Senior Statutory Auditor
For and on behalf of Azets Audit Services
24 September 2024
Chartered Accountants
Statutory Auditor
37 Commercial Road
Poole
Dorset
BH14 0HU
CONTINO SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£
£
Turnover
3
44,995,186
45,667,325
Cost of sales
(29,938,003)
(28,881,918)
Gross profit
15,057,183
16,785,407
Administrative expenses
(10,254,147)
(14,568,605)
Other operating income
-
0
578,253
Operating profit
4
4,803,036
2,795,055
Interest receivable and similar income
8
1,464,998
711,343
Profit/(loss) on disposal of operations
114,231,109
-
0
Profit before taxation
120,499,143
3,506,398
Tax on profit
10
(1,671,492)
(546,079)
Profit for the financial year
118,827,651
2,960,319

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

The notes on pages 15 to 28 form part of these financial statements.

CONTINO SOLUTIONS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
-
0
737,969
Tangible assets
12
26,152
282,307
Investments
13
-
0
1,734,253
26,152
2,754,529
Current assets
Debtors
15
132,981,237
13,316,143
Cash at bank and in hand
960,265
2,180,304
133,941,502
15,496,447
Creditors: amounts falling due within one year
16
(2,804,944)
(5,851,878)
Net current assets
131,136,558
9,644,569
Total assets less current liabilities
131,162,710
12,399,098
Provisions for liabilities
Deferred tax liability
17
6,538
70,577
(6,538)
(70,577)
Net assets
131,156,172
12,328,521
Capital and reserves
Called up share capital
19
1,000
1,000
Other reserves
14,205,219
14,205,219
Profit and loss reserves
116,949,953
(1,877,698)
Total equity
131,156,172
12,328,521
The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
Elisa De Rocca-Serra
Director
Company Registration No. 08788914
CONTINO SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Capital contribution
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,000
14,205,219
(4,838,017)
9,368,202
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
2,960,319
2,960,319
Balance at 31 December 2022
1,000
14,205,219
(1,877,698)
12,328,521
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
118,827,651
118,827,651
Balance at 31 December 2023
1,000
14,205,219
116,949,953
131,156,172
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Contino Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is 280 Bishopsgate, London, United Kingdom, EC2M 4AG.

1.1
Accounting convention

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

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.

 

This 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:

 

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Contino Solutions Limited is a wholly owned subsidiary of Cognizant Worldwide Limited and the results of both business are included in the consolidated financial statements of Cognizant Technology Solutions Corporation (CTSC), the ultimate parent company.

 

The consolidated financial statements of CTSC are available from 300 Frank W. Burr Blvd, Teaneck, NJ 07666 or from www.cognizant.com [cognizant.com] and www.sec.gov [sec.gov] as soon as reasonably practicable after such materials are filed with the SEC.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.3
Turnover

Revenue from Fixed Price contracts is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is based on the Effort Complete and is calculated by comparing total effort to date (days worked) as a proportion of total effort to date (days worked) and effort remaining (days remaining). Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that is probable will be recovered.

 

Revenue recognition for Time and Materials projects is based on the time worked in the month multiplied by the daily billing rate.

1.4
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.

1.5
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 cost or 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
3 years straight line, now fully disposed.
Trade name
Now fully amortised
Customer relationships
12 years straight line, now fully disposed.
Non competition agreement
Now fully amortised
1.6
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.

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:

Fixtures and fittings
Now fully depreciated
Office equipment
3 years straight line

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

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

A subsidiary is an entity controlled by the company. 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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.8
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.9
Cash and cash equivalents

Cash at bank and in hand 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.

1.10
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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 company 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.

CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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 company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company 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 company.

1.12
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 when the company has 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.

CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.13
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.

1.14
Retirement benefits

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

1.15
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 leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

 

Recoverability of trade debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of debtors, the ageing profile of debtors and historical experience. At the balance sheet date £nil (2022: £711,649) was provided for as a bad debt provision within these financial statements.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Sale of services
44,995,186
45,667,325
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover
(Continued)
- 21 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
42,225,068
44,453,835
Europe
659,064
199,950
Rest of world
2,111,054
1,013,540
44,995,186
45,667,325
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(511,335)
41,481
Research and development costs
-
7,367
Depreciation of owned tangible fixed assets
149,082
192,541
Profit on disposal of tangible fixed assets
(1,887)
(6,314)
Amortisation of intangible assets
89,374
115,146
Loss on disposal of intangible assets
675,745
-
Operating lease charges
280,420
1,015,825
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
23,000
14,000
For other services
Preparation of the financial statements
4,000
3,000
Taxation compliance services
3,500
1,500
7,500
4,500
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
6
Employees

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

2023
2022
Number
Number
Delivery
167
176
Sales
17
21
Management
-
1
Finance & Admin
4
4
Marketing
4
6
Human Resources
7
10
Delivery management
6
6
IT
4
-
Total
209
224

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
26,024,419
27,010,120
Social security costs
3,796,358
4,097,305
Pension costs
977,027
962,308
30,797,804
32,069,733
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
177,325
1,006,790
Company pension contributions to defined contribution schemes
6,335
13,021
183,660
1,019,811
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
n/a
298,510
Company pension contributions to defined contribution schemes
n/a
13,021
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Directors' remuneration
(Continued)
- 23 -

The highest paid director's remuneration has not been disclosed in the current year as the total remuneration is below £200,000.

 

There are no key management personnel other than Directors.

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
1,464,998
-
0
Income from fixed asset investments
Income from shares in group undertakings
-
0
711,343
Total income
1,464,998
711,343
9
Disposal of operations

As part of a wider group restructuring, the decision was taken to integrate the non-public sector business of Contino Solutions Limited into the wider Cognizant business. In readiness for integration Contino Solutions UK sold its Australia business to Cognizant Australia in January 2023. In October 2023 Contino sold its non-public sector business to Cognizant Worldwide Limited.  Total consideration received amounted to £152,556,556 which resulted in a profit on disposal of £114,231,109. 

10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
1,735,531
289,829
Deferred tax
Origination and reversal of timing differences
(64,039)
256,250
Total tax charge
1,671,492
546,079
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 24 -

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

2023
2022
£
£
Profit before taxation
120,499,143
3,506,398
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
28,317,299
666,216
Tax effect of expenses that are not deductible in determining taxable profit
49,863
11,599
Tax effect of income not taxable in determining taxable profit
(26,844,311)
(135,155)
Tax effect of utilisation of tax losses not previously recognised
-
0
(241,872)
Permanent capital allowances in excess of depreciation
53,880
(10,959)
Deferred tax
(64,039)
256,250
(Profit)/loss on disposal of intangible fixed assets
158,800
-
0
Taxation charge for the year
1,671,492
546,079
11
Intangible fixed assets
Software
Trade name
Customer relationships
Non competition agreement
Total
£
£
£
£
£
Cost
At 1 January 2023
80,189
66,209
1,195,087
5,432
1,346,917
Additions
27,150
-
0
-
0
-
27,150
Disposals
(107,339)
(66,209)
(1,195,087)
(5,432)
(1,374,067)
At 31 December 2023
-
0
-
0
-
0
-
-
0
Amortisation and impairment
At 1 January 2023
69,221
66,209
468,086
5,432
608,948
Amortisation charged for the year
15,493
-
0
73,881
-
89,374
Disposals
(84,714)
(66,209)
(541,967)
(5,432)
(698,322)
At 31 December 2023
-
0
-
0
-
0
-
-
0
Carrying amount
At 31 December 2023
-
0
-
0
-
0
-
-
0
At 31 December 2022
10,968
-
0
727,001
-
737,969
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
12
Tangible fixed assets
Fixtures and fittings
Office equipment
Total
£
£
£
Cost
At 1 January 2023
44,235
720,217
764,452
Additions
-
0
45,042
45,042
Disposals
-
0
(648,996)
(648,996)
At 31 December 2023
44,235
116,263
160,498
Depreciation and impairment
At 1 January 2023
44,235
437,910
482,145
Depreciation charged in the year
-
0
149,082
149,082
Eliminated in respect of disposals
-
0
(496,881)
(496,881)
At 31 December 2023
44,235
90,111
134,346
Carrying amount
At 31 December 2023
-
0
26,152
26,152
At 31 December 2022
-
0
282,307
282,307
13
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
9
-
0
1,734,253
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
1,734,253
Disposals
(1,734,253)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
1,734,253

See note 9 for further details.

CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
14
Financial instruments
2023
2022
£
£
Carrying amount of financial assets measured at amortised cost
Trade debtors
4,625,108
2,878,036
Amounts owed by group companies
128,121,862
6,703,801
Accrued income
231,720
2,867,879
Other debtors
2,547
249,309
132,981,237
12,699,025
Carrying amount of financial liabilities at amortised cost
Bank loans and finance leases
1,328
-
Amounts owed from related parties
-
20,887
Trade creditors
262
263,287
Other creditors
2,600
11,539
Accruals
514,953
2,183,005
519,143
2,478,718
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
4,625,108
2,878,036
Amounts owed by group undertakings
128,121,862
6,703,801
Other debtors
2,547
249,309
Prepayments and accrued income
231,720
3,484,997
132,981,237
13,316,143
16
Creditors: amounts falling due within one year
2023
2022
£
£
Bank overdraft
1,328
-
0
Trade creditors
262
263,287
Corporation tax
1,022,445
289,829
Other taxation and social security
1,263,356
3,083,331
Other creditors
2,600
32,426
Accruals and deferred income
514,953
2,183,005
2,804,944
5,851,878
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
17
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
6,538
70,577
2023
Movements in the year:
£
Liability at 1 January 2023
70,577
Credit to profit or loss
(64,039)
Liability at 31 December 2023
6,538

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

18
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
977,027
962,308

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The amount due to the fund at the balance sheet date was £80,668 (2022: £nil).

19
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
500
500
500
500
Ordinary A Shares of £1 each
500
500
500
500
1,000
1,000
1,000
1,000
CONTINO SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
20
Operating lease commitments
Lessee

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

2023
2022
£
£
Within one year
-
0
99,669
21
Related party transactions

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

22
Ultimate controlling party

The company is controlled by Cognizant Worldwide Limited. a company incorporated in the United Kingdom by virtue of its 100% ownership of the company's issued share capital. The ultimate controlling party is Cognizant Technology Solutions Corporation.

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