Company registration number 04123945 (England and Wales)
M.D.F. DATABASE SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
M.D.F. DATABASE SOLUTIONS LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
M.D.F. DATABASE SOLUTIONS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
31 December
30 June
2023
2022
Notes
£
£
£
£
Non-current assets
Intangible assets
6
140,465
234,654
Property, plant and equipment
7
2,013
4,913
142,478
239,567
Current assets
Trade and other receivables
8
163,906
1,725,218
Cash and cash equivalents
19,630
85,476
183,536
1,810,694
Current liabilities
9
(295,813)
(343,086)
Net current (liabilities)/assets
(112,277)
1,467,608
Total assets less current liabilities
30,201
1,707,175
Non-current liabilities
9
-
0
(29,922)
Provisions for liabilities
Deferred tax liabilities
12
(35,601)
(45,518)
Net (liabilities)/assets
(5,400)
1,631,735
Equity
Called up share capital
14
190
190
Retained earnings
(5,590)
1,631,545
Total equity
(5,400)
1,631,735

The directors of the company have elected not to include a copy of the income statement within the financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
I C Whiting
Director
Company registration number 04123945 (England and Wales)
M.D.F. DATABASE SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 July 2021
190
1,391,946
1,392,136
Period ended 30 June 2022:
Profit and total comprehensive income for the period
-
239,599
239,599
Balance at 30 June 2022
190
1,631,545
1,631,735
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
(864,657)
(864,657)
Transactions with owners in their capacity as owners:
Dividends
5
-
(772,478)
(772,478)
Balance at 31 December 2023
190
(5,590)
(5,400)
M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

M.D.F. Database Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Discovery Hub, Discovery Park, Ramsgate Road, Sandwich, Kent, CT13 9ND. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

 

Up until 1 April 2023, M.D.F Database Solutions Limited was a wholly owned subsidiary of Marque Group Holdings Pty Ltd and the results of M.D.F Database Solutions Limited are included in the consolidated financial statements of Marque Group Holdings Pty Ltd.

 

From 1 April 2023, M.D.F Database Solutions Limited was a wholly owned subsidiary of Constellation Software Inc. and the results of M.D.F Database Solutions Limited are included in the consolidated financial statement of Constellation Software Inc.

 

Where required, equivalent disclosures are given in the group accounts of Marque Group Holdings Pty Ltd and Constellation Software Inc. The group accounts of Marque Group Holdings Pty Ltd and Constellation Software Inc. are available to the public and can be obtained as set out in note 20.

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.

 

Change in reporting period

On 1 April 2023, the Company's parent was acquired. The end of the reporting period was therefore changed

from June to December in order to bring it in line with the rest of the group. These financial statements

therefore cover the 18 month period to December 2023. As a result, the amounts presented in the financial

statements are not entirely comparable

 

M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.

1.3
Revenue
Provision of customer relationship management software

Revenue is recognised at an amount that reflects the consideration to which the company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the company: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

 

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

Research and development ('R&D') tax credits

Research and development ('R&D') tax credits are recognised as income in the period in which the R&D incentive is received. Where research and development credits relate to capitalised development costs, these are recognised over time, in line with the amortisation period of the related capitalised expenditure.

 

Other income

Other revenue is recognised when it is received or when the right to receive payment is established.

1.4
Intangible assets other than goodwill

Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Development costs represent costs incurred designing and producing software for commercial use.

 

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:

 

M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.5
Property, plant and equipment

Property, plant and equipment 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
25% straight line
Plant and equipment
40% reducing balance

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

1.6
Impairment of tangible and intangible assets

At each reporting 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.

1.7
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified at fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified at fair value through profit and loss are initially measured at fair value plus transaction costs.

Impairment of financial assets

Financial assets carried at amortised cost and fair value through profit and loss are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.8
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.9
Equity instruments

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

1.10
Taxation

The tax credit/(expense) represents the sum of the tax currently receivable or payable and deferred tax respectively.

Current tax

The tax currently receivable/(payable) is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 asset/(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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.

M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.11
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 inventories or non-current 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.

1.12
Retirement benefits

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

1.13
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.

1.14

Research and development costs

Research expenditure is written off against profits in the year in which it is incurred.

 

Identifiable development costs are capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. Development costs are amortised over the useful economic life of the product.

2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Useful life of Intangible assets

The relative size of the company's intangible assets makes the judgements surrounding the estimated useful lives critical to the company’s financial position and performance. The useful life used to amortise intangible assets relates to the expected future performance of the assets acquired and management’s judgement of the period over which economic benefit will be derived from the asset.

Capitalised development costs

An amount of employees' wages & salaries and associated costs are capitalised in proportion to the percentage of their time spent working on R&D projects. Management's judgement is required to reach these estimated percentages.

M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
3
Exceptional items
2023
2022
£
£
Expenditure
Amounts written off group loans
928,222
-

During the period the company entered into offset agreements and debt waiver agreements as part of a restructuring process immediately preceding acquisition by the Vela Software Pty Limited on 1 April 2023.  These transactions are both material and exceptional due to their one off nature pursuant to a restructure process.  As such, the resulting intercompany loan waiver above is recognised as an exceptional item after operating profit.

4
Employees

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

2023
2022
Number
Number
10
11
5
Dividends
2023
2022
2023
2022
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary A shares
Interim dividend paid
4,065.67
-
406,567
-
Ordinary B shares
Interim dividend paid
4,065.67
-
365,911
-
Total dividends
Interim dividends paid
772,478
-
0
6
Intangible fixed assets
Development costs
£
Cost
At 30 June 2022
459,042
Additions
63,096
At 31 December 2023
522,138
M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
6
Intangible fixed assets
Development costs
£
(Continued)
- 9 -
Amortisation and impairment
At 30 June 2022
224,388
Charge for the year
157,287
At 31 December 2023
381,675
Carrying amount
At 31 December 2023
140,463
At 30 June 2022
234,654
7
Property, plant and equipment
Fixtures and fittings
Plant and equipment
Total
£
£
£
Cost
At 30 June 2022
937
22,548
23,485
At 31 December 2023
937
22,548
23,485
Accumulated depreciation and impairment
At 30 June 2022
246
18,326
18,572
Charge for the period
351
2,549
2,900
At 31 December 2023
597
20,875
21,472
Carrying amount
At 31 December 2023
340
1,673
2,013
At 30 June 2022
691
4,222
4,913
M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
8
Trade and other receivables
2023
2022
£
£
Trade receivables
153,743
177,095
Provision for bad and doubtful debts
(481)
(430)
153,262
176,665
Amount owed by parent undertaking
-
0
384,271
Amounts owed by fellow group undertakings
9,274
1,162,078
Other receivables
-
0
1,858
Prepayments and accrued income
1,370
346
163,906
1,725,218
9
Liabilities
Current
Non-current
2023
2022
2023
2022
Notes
£
£
£
£
Borrowings
10
-
0
9,767
-
0
29,922
Trade and other payables
11
164,170
75,071
-
0
-
0
Corporation tax
81,541
134,109
-
-
Other taxation and social security
50,102
124,139
-
-
295,813
343,086
-
29,922
10
Borrowings
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Borrowings held at amortised cost:
Bank loans
-
9,767
-
29,922
11
Trade and other payables
2023
2022
£
£
Trade payables
13,924
34,149
Amounts owed to fellow group undertakings
82,857
-
Accruals and deferred income
64,593
39,655
Other payables
2,796
1,267
164,170
75,071
M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
12
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

Accelerated capital allowances
£
Liability at 1 July 2021
36,594
Deferred tax movements in prior year
Charge/(credit) to profit or loss
8,924
Liability at 1 July 2022
45,518
Deferred tax movements in current year
Charge/(credit) to profit or loss
(9,917)
Liability at 31 December 2023
35,601
13
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
151,435
60,653

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.

14
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Authorised
Ordinary A shares of £1 each
100
100
100
100
Ordinary B shares of £1 each
90
90
90
90
190
190
190
190
Issued and fully paid
Ordinary A shares of £1 each
100
100
100
100
Ordinary B shares of £1 each
90
90
90
90
190
190
190
190
M.D.F. DATABASE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
15
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Adam Stronach
Date of audit report:
25 September 2024
16
Controlling party

The parent company of M.D.F. Database Solutions Limited is Optimus Bidco Pty Ltd a company incorporated in Australia. Its registered office is Unit 19, 151 Foveaux Street, Surry Hills, 2010, New South Wales, Australia.

 

Until 1 April 2023, the ultimate parent company was Marque Group Holdings Pty Ltd, a company incorporated in Australia. Marque Group Holdings Pty Ltd's majority shareholding was held by Pemba Capital partners.

Optimus Bidco Pty Ltd was fully acquired via a share sale by Vela Software Pty Limited on the 1 April 2023. The ultimate parent company of Vela Software Pty Limited is Constellation Software Inc., a publicly traded company in Canada (CSU). Its registered office is 20 Adelaide Street East Suite 1200 Toronto, Ontario M5C 2T6. Constellation Software Inc. financial statements are publicly available from the Toronto Stock Exchange (TSU).

 

The largest and smallest group of undertakings for which group financial statements have been drawn up including M.D.F Database Solutions Limited until 31 March 2023 was that headed by Marque Group Holdings Pty Ltd. Its registered office is Unit 19, 151 Foveaux Street, Surry Hills, 2010, New South Wales, Australia. Marque Group Holdings Pty Ltd financial statements are publicly available from the Australian Securities & Investments Commission.

 

The largest and smallest group of undertakings for which group financial statements have been drawn up including M.D.F Database Solutions Limited from 1 April 2023 was that headed by Constellation Software Inc. These financial statements may be obtained from 20 Adelaide Street East Suite 1200 Toronto, Ontario M5C 2T6.

17
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with S444 (5B) of the Companies Act 2006:

 

The auditor's report was unqualified.

 

The senior statutory auditor was Adam Stronach.

 

The auditor was Harwood Hutton Limited.

2023-12-312022-07-01A M DonaldsonG J MartinC M PoulsomR W DaviesJ T O'HaganI C WhitingfalseCCH SoftwareiXBRL Review & Tag 2022.2So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unawareCLA Evelyn Partners Limited2024-09-24041239452022-07-012023-12-31041239452023-12-31041239452022-06-3004123945core:FurnitureFittings2022-06-3004123945core:PlantMachinery2022-06-3004123945core:CurrentFinancialInstruments2023-12-3104123945core:CurrentFinancialInstruments2022-06-3004123945core:Non-currentFinancialInstruments2023-12-3104123945core:Non-currentFinancialInstruments2022-06-3004123945core:AcceleratedTaxDepreciationDeferredTax2021-06-3004123945core:ShareCapital2023-12-3104123945core:ShareCapital2022-06-3004123945core:RetainedEarningsAccumulatedLosses2023-12-3104123945core:RetainedEarningsAccumulatedLosses2022-06-3004123945core:ShareCapitalOrdinaryShares2023-12-3104123945core:ShareCapitalOrdinaryShares2022-06-3004123945bus:Director62022-07-012023-12-3104123945core:RetainedEarningsAccumulatedLosses2021-07-012022-06-3004123945core:RetainedEarningsAccumulatedLosses2022-07-012023-12-31041239452021-07-012022-06-3004123945core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-06-3004123945core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-07-012023-12-3104123945core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-06-3004123945core:FurnitureFittings2022-06-3004123945core:PlantMachinery2022-06-30041239452022-06-3004123945core:FurnitureFittings2023-12-3104123945core:PlantMachinery2023-12-3104123945core:FurnitureFittings2022-07-012023-12-3104123945core:PlantMachinery2022-07-012023-12-3104123945core:WithinOneYear2023-12-3104123945core:WithinOneYear2022-06-3004123945core:AfterOneYear2023-12-3104123945core:AfterOneYear2022-06-3004123945bus:PrivateLimitedCompanyLtd2022-07-012023-12-3104123945bus:FRS1012022-07-012023-12-3104123945bus:Audited2022-07-012023-12-3104123945bus:Director12022-07-012023-12-3104123945bus:Director22022-07-012023-12-3104123945bus:Director32022-07-012023-12-3104123945bus:Director42022-07-012023-12-3104123945bus:Director52022-07-012023-12-3104123945bus:FullAccounts2022-07-012023-12-31xbrli:purexbrli:sharesiso4217:GBP