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Registered number: 04160790








TRAPEZE GROUP (UK) LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
TRAPEZE GROUP (UK) LIMITED
 

COMPANY INFORMATION


Directors
C Clarke 
F Grashoff (appointed 1 February 2024)
R Clay 
S Westermann (resigned 1 January 2023)
W Delaney 




Company secretary
C Sidhu



Registered number
04160790



Registered office
Brook Suite, Ground Floor
Bewley House

Marshfield Road

Chippenham

SN15 1JW




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

2 Communications Road

Greenham Business Park

Greenham

Newbury

Berkshire

RG19 6AB





 
TRAPEZE GROUP (UK) LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 31


 
TRAPEZE GROUP (UK) LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The principal activity of the Company during the year was that of software development and consulting.

Business review
 
The directors consider that the performance of the business in accordance with the metrics discussed in the financial key performance indicators paragraph below was acceptable. 
Total sales increased from 2022 to 2023 by 19% and the gross profit margin increased from 78% in 2022 to 90% in 2023. EBITA margin decreased from 16.3% in 2022 to 14% in 2023, primarily due to investments in capacity for larger long-term commitments during the initial phase of implementation.
While Trapeze Group has been intrinsically linked with the delivery of public transport for more than 30 years, we recognise that people transportation is more than buses, trains, minibuses and taxis. We are therefore proud to be part of Modaxo; a dedicated global organisation focused on advancing new technologies and innovations for people transportation.

Financial key performance indicators
 
The Directors use the Key Performance Indicators defined by our parent group to manage the business. The Key Performance Indicators are Sales, Growth, Gross Margins and EBITDA (excluding dividend income).
The Directors consider that the performance of the business in accordance with these metrics was acceptable.

 

2023
2022
2021
Sales
10,894,674
£9,169,906
£10,856,326
Net revenue growth
18.8%
(15.5%)
12.2%
Gross margin
£9,849,496
£7,155,469
£8,820,325
EBITDA
£1,868,675
£1,497,995
£1,890,863

In addition to the above KPIs the Company also pays close attention to its tangible asset (NTA) position. The Group requires that the Company is party to a central corporate treasury function which allows the group to centrally manage its liquidity and financial risks whilst ensuring capital is deployed globally in the most effective manner. However, this can mean that locally the financial strength of the Company is not necessarily conveyed by the NTA position when reading these financial statements in isolation. To fully understand the size and strength of the corporate group of which the Company is a part, these financial statements should be read in conjunction with those of Constellation Software Inc.

Page 1

 
TRAPEZE GROUP (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The material business risk faced by the Company that are likely to have an effect on the financial prospects of
the Company are outlined below:
Business risk management
The Directors are of the opinion that the risks for the business are low and manageable. The Company has a diversified product portfolio across a wide range of clients; such that no single product or client will have a disproportionate impact on results. Likewise, the Company is not dependent on on large project to achieve its ambitions for the coming year. Instead, a significant proportion of the Company's revenues derive from long term, recurring business with a loyal customer base. The Company has a strong management team and a dedicated workforce. The most significant risk remains the condition of the UK public transport market. This is expected to remain challenging.
Financial risk management
The Company is profitable and cash generative and makes little use of financial instruments other than an operational bank account, trade debtors and trade creditors. It also benefits from strong recurring revenues, typically paid annually in advance. Consequently, its exposure to credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss of the Company. The Company also benefits from many long term maintenance and support contracts, which significantly reduce price risk. The competitive and cost-conscious nature of UK public transport market does still pose a price risk, especially for new business. 
Revenue risk management
The Company is reliant on the uptake of its services and therefore changes in the level of activity are likely to affect results. The Company has particular expertise in this area with the superior software products that the directors are confident will ensure growth in the future. Cost levels are also being monitored to ensure adequate return is received.
Liquidity risk management 
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The group requires that the Company is party to a central corporate treasury function which allows the group to centrally manage its liquidity and financial risk whilst ensuring capital is deployed globally in the most effective manner. However, this can mean that locally the financial strength of the Company is not necessarily conveyed when reading these financial statements in isolation. To fully understand the size and strength of the group of which the Company is part, these financial statements should be read in conjunction with those of Constellation Software Inc., which is available from www.csisoftware.com/category/stat-filings.
Credit risk management 
The company's principal financial assets are cash, trade debtors and investments. The credit risk associated with cash balances is limited despite the current economic conditions. The directors continue to closely monitor bank credit worthiness. Additional credit risk arises from trade debtors. In order to manage credit risk, management sets limits for customers based on combination of payment history and third party credit references. Credit limits are reviewed by management on a regular basis in conjunction with debt aging and collection history.

Page 2

 
TRAPEZE GROUP (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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



R Clay
Director
Date: 23 September 2024

Page 3

 
TRAPEZE GROUP (UK) LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors

The directors who served during the year were:

C Clarke 
R Clay 
S Westermann (resigned 1 January 2023)
W Delaney 

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £3,410,680 (2022 - £1,995,004).

A dividend of £6,500,000 was paid during the year (2022: £nil).

Future developments

The Directors are of the opinion that risks for the Company remain low and manageble. A significant proportion of the Company's revenue derive from long term, recurring revenues flowing from loyal customers.
The Company will look to continue recent growth by winning new customers as well as working closely with our current customers to deliver valuable solutions. As well we will continue to drive efficiencies by investing in resources and people to service future growth. 

Page 4

 
TRAPEZE GROUP (UK) LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

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

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

Post balance sheet events

On 7 August 2024 Trapeze Group (UK) Limited acquired Cammax Holdings Limited for an initial consideration of £4,550,000 plus other contingent considerations.  

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 23 September 2024 and signed on its behalf.
 




R Clay
Director

Page 5

 
TRAPEZE GROUP (UK) LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRAPEZE GROUP (UK) LIMITED
 

Opinion


We have audited the financial statements of Trapeze Group (UK) Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


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


We have nothing to report in this regard.


Page 6

 
TRAPEZE GROUP (UK) LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRAPEZE GROUP (UK) LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
TRAPEZE GROUP (UK) LIMITED
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRAPEZE GROUP (UK) LIMITED (CONTINUED)

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.

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

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

Enquiry of management and those charged with governance around actual and potential litigation and claims; 
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.




Jonathan Baillie BA (Hons) ACA FCCA (Senior Statutory Auditor)
for and on behalf of
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor
2 Communications Road
Greenham Business Park
Greenham
Newbury
Berkshire
RG19 6AB

24 September 2024
Page 8

 
TRAPEZE GROUP (UK) LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
10,894,674
9,169,906

Cost of sales
  
(1,045,178)
(2,014,437)

Gross profit
  
9,849,496
7,155,469

Administrative expenses
  
(17,284,552)
(13,984,255)

Other operating income
 5 
8,993,811
8,160,951

Operating profit
 6 
1,558,755
1,332,165

Income from shares in group undertakings
  
2,500,000
980,000

Interest receivable and similar income
 10 
272,005
4

Interest payable and similar expenses
 11 
(458,633)
(154,799)

Profit before tax
  
3,872,127
2,157,370

Tax on profit
 12 
(461,447)
(162,366)

Profit for the financial year
  
3,410,680
1,995,004

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 31 form part of these financial statements.

Page 9

 
TRAPEZE GROUP (UK) LIMITED
REGISTERED NUMBER:04160790

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Goodwill
 14 
1,969,842
2,115,297

Tangible assets
 15 
835,979
1,411,178

Investments
 16 
24,376,884
24,376,884

  
27,182,705
27,903,359

Current assets
  

Debtors: amounts falling due after more than one year
 17 
189,955
219,998

Debtors: amounts falling due within one year
 17 
7,256,642
7,671,712

Cash at bank and in hand
 18 
216,757
320,109

  
7,663,354
8,211,819

Creditors: amounts falling due within one year
 19 
(19,704,084)
(17,358,105)

Net current liabilities
  
 
 
(12,040,730)
 
 
(9,146,286)

Total assets less current liabilities
  
15,141,975
18,757,073

  

Creditors: amounts falling due after more than one year
 20 
(12,186,458)
(12,681,458)

  
2,955,517
6,075,615

Provisions for liabilities
  

Deferred taxation
 21 
(397,659)
(428,437)

  

Net assets
  
2,557,858
5,647,178


Capital and reserves
  

Called up share capital 
 22 
2
2

Share premium account
 23 
903,316
903,316

Profit and loss account
 23 
1,654,540
4,743,860

  
2,557,858
5,647,178


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 September 2024.


R Clay
Director

The notes on pages 12 to 31 form part of these financial statements.

Page 10

 
TRAPEZE GROUP (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£

At 1 January 2023
2
903,316
4,743,860
5,647,178



Profit for the year
-
-
3,410,680
3,410,680

Dividends: Equity capital
-
-
(6,500,000)
(6,500,000)


At 31 December 2023
2
903,316
1,654,540
2,557,858


The notes on pages 12 to 31 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


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

£
£
£
£

At 1 January 2022
2
903,316
2,748,856
3,652,174



Profit for the year
-
-
1,995,004
1,995,004


At 31 December 2022
2
903,316
4,743,860
5,647,178


The notes on pages 12 to 31 form part of these financial statements.

Page 11

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Trapeze Group (UK) Limited is a private company limited by shares and incorporated in England and Wales. Its registered head office is located at Brook Suite, Ground Floor, Bewley House, Marshfield Road Chippenham, SN15 1JW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Constellation Software Inc. as at 31 December 2023 and these financial statements may be obtained from https://www.csisoftware .com/.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 12

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future.
The Company has net current liabilities of £12,040,730 (2022- £9,146,286) which is due to balances owed to group undertakings. Within the amounts owed to group undertakings is a significant balance for £9,800,850 which the Company has received assurances from group company that the balance will not be required to be repaid if the funds are not available in the Company.
The Directors have reviewed the working capital requirements of the Company for a period of at least 12 months from the anticipated date of signing the financial statements and are satisfied that the Company will be able to meet its liabilities as they fall due. 

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

Page 13

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.6

Revenue

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company's activities. Revenue is shown net of value added tax, returns, rebates and discounts after eliminating sales within the company. 
To determine whether to recognise revenue, the Company follows a 5 step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5 Recognising revenue when/as performance obligation(s) are satisfied
Software licenses and hardware sales are recognised when the customer obtains control of the asset, which is on delivery of the asset. When delivery of goods is delayed at the buyers request, the customer specifically acknowledges the deferred delivery instructions and the usual payment terms apply; revenue is recognised when the customer takes title of the goods.
Consultancy and service revenues provided on a time and materials basis are recognised when the services has been performed. For services provided on a fixed price basis, revenue is recognised when the Company has a present right to receive payment for the services performed. Maintenance and warranty renewals are recognised rateably over the period of the contract.
When a contract consists of various components that operate independently of each other, the Company recognises revenue for each component as if it were an individual contract. 

 
2.7

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;


The lease liability is included in 'Creditors' on the Statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company did not make any such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are
Page 14

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.7
Leases (continued)

subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Intangible Assets', 'Tangible Fixed Assets' and 'Investment Property' lines, as applicable, in the Statement of financial position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.13.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

 
2.12

Goodwill

Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued.
When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination. Changes in the estimated value of contingent consideration arising on business combinations completed as a consequence result in a change in the carrying value of the related goodwill.
Goodwill is capitalised as an intangible asset and is not amortised. Instead it is reviewed annually for impairment with any impairment in carrying value being charged to profit or loss. The Companies Act 2006 requires acquired goodwill to be reduced by provisions for depreciation calculated to write off the amount systematically over a period chosen by the directors, not exceeding its useful economic life. It has been deemed, however, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view. The effect of this departure has not been quantified because it is impracticable and, in the opinion of the directors, would be misleading.

Page 16

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the lease term
Plant and machinery
-
5 years
Fixtures and fittings
-
5 years
Computer equipment
-
3 years
ROU assets
-
Over the lease term

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Debtors

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

Page 17

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

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

 
2.18

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 18

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Financial instruments


The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 19

 
TRAPEZE GROUP (UK) LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained. 
Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustment within the next financial year are included below.
Critical judgments that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following:
Revenue recognition
Management applies judgment when a contract involves delivery of multiple components. Judgment will be required here to determine whether these should be bundled together or treated as distinct and accounted for as separate performance obligations. It is not expected that this aggregation will change either the period over which revenue is recognised or how the Company's significant revenue streams are classified and reported. 
IFRS15 requires that the incremental costs of obtaining a contract, including sales commissions paid to employees, are recognised in line with the transfer of goods/services to the customers. For those relevant costs that are currently expensed as incurred, recognising these over the period that the performance obligations are satisfied would not result in a material change to the financial results for the year.
Management also assessed whether the Company is the primary obligor in the arrangement involving third party services, license and/or maintenance, which is generally consistent with the Company retaining fulfillment, inventory and credit risks, among others.
Impairment of goodwill
The Company tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.12. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates such as discount rate and growth rate factors

Page 20

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

The whole of the turnover is attributable to software consultancy and supply.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
10,031,032
8,833,784

Rest of Europe
863,642
23,356

Rest of the world
-
312,766

10,894,674
9,169,906



5.


Other operating income

2023
2022
£
£

Intercompany recharges
8,993,811
8,160,951

8,993,811
8,160,951



6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
164,465
165,830

Impairment of goodwill
145,455
-

Exchange differences
(52,420)
70,340

Defined contribution pension cost
211,939
201,504


7.


Auditor's remuneration

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


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
19,600
18,700

Page 21

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

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


2023
2022
£
£

Wages and salaries
7,319,479
5,554,914

Social security costs
687,099
505,378

Cost of defined contribution scheme
211,939
201,504

8,218,517
6,261,796


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


        2023
        2022
            No.
            No.







Research and development staff
18
12



Maintenance and professional services staff
33
38



Administrative and recharge staff
61
49



Sales and marketing staff
8
10

120
109


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
1,075,344
480,125

Company contributions to defined contribution pension schemes
22,329
10,280

1,097,673
490,405


During the year retirement benefits were accruing to 2 directors (2022 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £611,079 (2022 - £248,824).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).

Page 22

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
271,963
-

Other interest receivable
42
4

272,005
4


11.


Interest payable and similar expenses

2023
2022
£
£


Loans from group undertakings
418,000
133,930

IFRS 16 lease interest
40,633
20,869

458,633
154,799


12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
492,224
225,517

Adjustments in respect of previous periods
-
(72,178)


492,224
153,339


Total current tax
492,224
153,339

Deferred tax


Origination and reversal of timing differences
(30,777)
9,027

Total deferred tax
(30,777)
9,027


Taxation on profit on ordinary activities
461,447
162,366
Page 23

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
3,872,127
2,157,370


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
916,043
409,900

Effects of:


Expenses not deductible for tax purposes
135,351
10,854

Capital allowances for year in excess of depreciation
(112)
(2,176)

Adjustments to tax charge in respect of previous periods
-
(72,178)

Dividends from UK companies
(588,014)
(186,201)

Remeasurement of deferred tax for changes in tax rate
(1,821)
2,167

Total tax charge for the year
461,447
162,366


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends paid

2023
2022
£
£


Interim dividend
6,500,000
-

6,500,000
-

Page 24

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Goodwill




2023

£



Cost


At 1 January 2023
2,543,777



At 31 December 2023

2,543,777



Impairment


At 1 January 2023
428,480


Impairment charge
145,455



At 31 December 2023

573,935



Net book value



At 31 December 2023
1,969,842



At 31 December 2022
2,115,297



Cash generating units

Goodwill is allocated to the company's cash generating unit as follows:


2023
2022
£
£



Action Information Management Limited
1,366,512
1,366,512

Trapeze Passenger Transport Information Limited
250,000
250,000

Grampian Software Holdings Limited
353,330
353,330

Southern Computer Systems Ltd (Fleetmaster)
-
145,455

1,969,842
2,115,297

The recoverable amount of the Company's cash generating units has been determined by a value in-use calculation. 

Page 25

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
ROU assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
21,952
36,835
20,639
829,041
2,050,427
2,958,894


Additions
8,040
-
-
18,186
171,904
198,130


Disposals
-
-
-
-
(1,072,760)
(1,072,760)



At 31 December 2023

29,992
36,835
20,639
847,227
1,149,571
2,084,264



Depreciation


At 1 January 2023
21,952
36,835
19,080
790,553
679,296
1,547,716


Charge for the year on owned assets
564
-
440
21,791
-
22,795


Charge for the year on right-of-use assets
-
-
-
-
141,670
141,670


Disposals
-
-
-
-
(463,896)
(463,896)



At 31 December 2023

22,516
36,835
19,520
812,344
357,070
1,248,285



Net book value



At 31 December 2023
7,476
-
1,119
34,883
792,501
835,979



At 31 December 2022
-
-
1,559
38,488
1,371,131
1,411,178


The net book value of owned and leased assets included as "Tangible fixed assets" in the Statement of financial position is as follows:

2023
2022
£
£


Tangible fixed assets owned
43,478
40,047

Right-of-use tangible fixed assets
792,501
1,371,131

835,979
1,411,178

Page 26

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)

Information about right-of-use assets is summarised below:

Net book value

2023
2022
£
£

Property
792,501
1,368,952

Office and computer equipment
-
2,179

792,501
1,371,131

Depreciation charge for the year ended

2023
2022
£
£

Property
141,670
136,840

Office and computer equipment
-
2,179

141,670
139,019


16.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
24,376,884



At 31 December 2023
24,376,884




Page 27

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Taranto Systems Limited
Brook Suite, Ground Floor, Bewley House, Marshfield Road, Chippenham, England, SN15 1JW
Ordinary
100%
Corethree Limited
Suite 6, Building 6 Hatters Lane, Watford, England, WD18 8YH
Ordinary
100%
Imperial Civil Enforcement Solutions Limited
Century House, 1 The Lakes, Northampton, England, NN4 7HD
Ordinary
100%


17.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
7,753
-

Prepayments and accrued income
182,202
219,998

189,955
219,998


2023
2022
£
£

Due within one year

Trade debtors
2,335,457
1,920,811

Amounts owed by group undertakings
3,828,827
5,061,725

Other debtors
389,383
185,957

Prepayments and accrued income
351,186
279,270

Amounts recoverable on long-term contracts
351,789
223,949

7,256,642
7,671,712



18.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
216,757
320,109

216,757
320,109


Page 28

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due within one year

2023
2022
£
£

Payments received on account
375,388
184,180

Trade creditors
300,549
405,626

Amounts owed to group undertakings
13,415,711
12,387,310

Other taxation and social security
949,638
626,850

Lease liabilities
116,127
219,801

Accruals and deferred income
4,546,671
3,534,338

19,704,084
17,358,105



20.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Lease liabilities
682,899
1,147,102

Amounts owed to group undertakings
11,500,000
11,534,356

Other creditors
3,559
-

12,186,458
12,681,458


Page 29

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Deferred taxation




2023


£






At beginning of year
(428,437)


Charged to profit or loss
30,778



At end of year
(397,659)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Fixed asset timing differences
(472,063)
(501,645)

Tax losses carried forward
66,596
66,607

Short term timing differences
7,808
6,601

(397,659)
(428,437)


22.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



2 (2022 - 2) Ordinary shares shares of £1.00 each
2
2



23.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium

Profit and loss account

Includes all current and prior period retained profits and losses. 


24.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £211,939 (2022 - £201,504). 
Contributions totalling £62,451 (2022 - £52,785) were payable to the fund at the reporting date and are included in creditors.

Page 30

 
TRAPEZE GROUP (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Related party transactions

As permitted by FRS 101, related party transactions with wholly owned members of Constellation Software Inc. have not been disclosed.


26.


Post balance sheet events

On 7 August 2024 Trapeze Group (UK) Limited acquired Cammax Holdings Limited for an initial consideration of £4,550,000 plus other contingent considerations.  


27.


Controlling party

The immediate parent company is Modaxo Europe A/S, a company incorporated in Denmark. 
The largest and smallest group in which the results are consolidated is that headed by Constellation Software Inc.
Constellation Software Inc. is also the ultimate controlling party of the Company. The consolidated accounts of Constellation Software Inc. are available to the public and may be obtained from www.csisoftware.com/category/stat-filings.

Page 31