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Registered number: 08565309












SOFYNE ACTIVE TECHNOLOGY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Director's report
 
4
Director's responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Statement of comprehensive income
 
11
Balance sheet
 
12
Statement of changes in equity
 
13
Notes to the financial statements
 
14 - 28


 

SOFYNE ACTIVE TECHNOLOGY LIMITED
 
COMPANY INFORMATION


Director
S A Lusoli 




Registered number
08565309



Registered office
10th Floor Holborn Tower
137-144 High Holborn

London

WC1V 6PL




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

SOFYNE ACTIVE TECHNOLOGY LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The director presents his strategic report on the company for the year ended 31 December 2023. The principal activity of the company during the year continues to be provision of IT services, with strong expertise in MES/MOM (Manufacturing Execution System/Operations Management) and PLM (Product Lifecycle Management).
The company has operations in France, Switzerland and Portugal and operates with the support of its ultimate parent company, Calix Holding Limited. The registered address of Calix Holding Limited is 10th Floor Holborn Tower, 137-144 High Holborn, London, WC1V 6PL. 

Business review
 
Turnover in the year to 31 December 2023 has increased by 16% to £13.4m (2022: £11.5.m) and gross profit for the year is £6.0m (2022: £4.7m). The increase in costs of sales is primarily due to the increase in recharged operating costs from related entities to support growth in the business. The company, and the group, continue to invest in strengthening its workforce to support further planned growth.
The company has generated an operating loss of £55k (2022: profit of £557k) for the year. The results are in line with expectations and the director remains confident in the group's ability to continue supporting the company and execute its long-term strategy towards profitable growth. The financial position of the company is net liabilities of £10k (2022: net assets of £73k) at 31 December 2023, which includes cash at bank amounting to £1,418k (2022: £915k).

Principal risks and uncertainties
 
Liquidity risk
The company, and the group, closely monitor working capital to ensure that sufficient cash is available to fund on-going operations. This includes use of factoring facilities to provide liquidity and manage working capital. The company and the group has net cash balances at the year-end.
Foreign currency risk
The company has operations in a number of jurisdictions overseas and is therefore subject to impact from fluctuations in foreign currencies. The group holds bank accounts in each currency it operates in but undertakes no specific exchange policy to mitigate risk, other than this.
Customer base
The company has a portfolio of customers, some of which comprise a significant proportion of revenue. The company mitigates this risk through continued focus on growing and diversifying its customer base and maintaining strong customer relationships. 
Interest rate risk
Amounts owed to group undertakings are interest free and the company carries no other interest bearing financial instruments. Accordingly the director considers the groups exposure to interest rate risk to be minimal. 

Financial key performance indicators
 
At a company level, the director considers the change in turnover, operating loss margin and working capital management to be the most important key performance indicators. These are set out below:
Turnover increased by 16% to £13.4m (2022: £11.5m)
Operating loss margin decreased to 0.4% (2022: profit margin of 4.8%)
Trade debtors days reduced slightly to 67 days (2022: 68 days)

Page 2

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

Future developments

On 29 February 2024, the majority stake in the company’s immediate parent company, Calix Holding Limited, was sold to Saphir SAS, a company incorporated in France. This transaction is expected to accelerate growth and investment to the company by bringing in additional capital and investors. While the growth will be delivered, the group’s track record of high-quality client service remains at the core of operations.

 



This report was approved  and signed by the sole director.




S A Lusoli
Director

Date: 10 October 2024

Page 3

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to £84,334 (2022 - profit £538,812).

The director does not recommend a dividend.

Director

The director who served during the year was:

S A Lusoli 

Matters covered in the Strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Branches
The company has branches in Portugal and Switzerland.

Disclosure of information to auditor

The director at the time when this director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the company's auditor is unaware, and

he 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

Subsequent to the year end on 29 February 2024, Mr S A Lusoli has disposed his majority interest in the group headed by Calix Holding Limited to Saphir SAS. There was a restructuring on the same day which the subsidiary, Sofyne Active Technology SAS, has been moved across and became a fellow subsidiary of Sofyne Active Technology Limited. There was no change in business of the company.

This report was approved and signed by the sole director.
 





S A Lusoli
Director

Date: 10 October 2024

Page 4

 

SOFYNE ACTIVE TECHNOLOGY LIMITED
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director is responsible for preparing the strategic report, the director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

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

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Page 5

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOFYNE ACTIVE TECHNOLOGY LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Sofyne Active Technology Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and the notes to the financial statements, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


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


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Page 6

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOFYNE ACTIVE TECHNOLOGY LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's 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 director's 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 director's 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 director's responsibilities statement set out on page 5, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOFYNE ACTIVE TECHNOLOGY LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company’s sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

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

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance; and
enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary. 
Page 8

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SOFYNE ACTIVE TECHNOLOGY LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 shareholder 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 shareholder 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 shareholder for our audit work, for this report, or for the opinions we have formed.





Andrew Sanford (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
11 October 2024
Page 9

 

SOFYNE ACTIVE TECHNOLOGY LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
13,408,119
11,543,387

Cost of sales
  
(7,442,747)
(6,860,358)

Gross profit
  
5,965,372
4,683,029

Administrative expenses
  
(6,029,389)
(4,126,276)

Other operating income
 5 
9,025
-

Operating (loss)/profit
 6 
(54,992)
556,753

Interest on director's loan
 8 
6,841
5,800

Interest payable and similar expenses
 9 
(3,305)
(7,120)

(Loss)/profit before tax
  
(51,456)
555,433

Tax on (loss)/profit on ordinary activities
  
(32,878)
(16,621)

(Loss)/profit for the financial year
  
(84,334)
538,812

The notes on pages 14 to 28 form part of these financial statements.

Page 10

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£


(Loss)/profit for the financial year

  

(84,334)
538,812

Other comprehensive income
  


Foreign exchange profit/(loss)
  
664
11,852

Other comprehensive income for the year
  
664
11,852

Total comprehensive income for the year
  
(83,670)
550,664

The notes on pages 14 to 28 form part of these financial statements.

Page 11


 
REGISTERED NUMBER:08565309
SOFYNE ACTIVE TECHNOLOGY LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible fixed assets
 11 
1,185,059
987,474

Tangible fixed assets
 12 
22,838
59,161

Fixed asset investments
 13 
36,731
16,325

  
1,244,628
1,062,960

Current assets
  

Debtors: amounts falling due after more than one year
 14 
136,691
136,685

Debtors: amounts falling due within one year
 14 
6,165,947
4,537,702

Cash at bank and in hand
  
1,418,184
915,213

  
7,720,822
5,589,600

Creditors: amounts falling due within one year
 15 
(8,975,708)
(6,520,210)

Net current liabilities
  
 
 
(1,254,886)
 
 
(930,610)

Total assets less current liabilities
  
(10,258)
132,350

Creditors: amounts falling due after more than one year
 16 
-
(58,938)

  

Net (liabilities)/assets
  
(10,258)
73,412


Capital and reserves
  

Called up share capital 
 18 
60,000
60,000

Foreign exchange reserve
  
31,056
30,392

Profit and loss account
  
(101,314)
(16,980)

Total equity
  
(10,258)
73,412


The financial statements were approved and authorised for issue by the sole director.. 




S A Lusoli
Director

Date: 10 October 2024

The notes on pages 14 to 28 form part of these financial statements.

Page 12

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
60,000
18,540
(555,792)
(477,252)


Comprehensive income for the year

Profit for the year
-
-
538,812
538,812

Foreign exchange gain
-
11,852
-
11,852


Other comprehensive income for the year
-
11,852
-
11,852



At 1 January 2023
60,000
30,392
(16,980)
73,412


Comprehensive income for the year

Loss for the year
-
-
(84,334)
(84,334)

Foreign exchange gain
-
664
-
664


Other comprehensive income for the year
-
664
-
664


At 31 December 2023
60,000
31,056
(101,314)
(10,258)


Page 13

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

1.


General information

Sofyne Active Technology Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is 10th Floor, Holborn Tower, 137-144 High Holborn, London, WC1V 6PL.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The company was, at the end of the year, a subsidiary of Calix Holding Limited, a company incorporated in England and Wales, whose registered address is 10th Floor, Holborn Tower, 137-144 High Holborn, London, WC1V 6PL. In accordance with the exemption given in Section 400 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated financial statements.

The following principal accounting policies have been applied:

 
2.2

Disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.



Page 14

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The company has generated a loss in the year of £51k (2022: profit of £539k). The company has cash in hand of £1.42m (2022: £915k) and net liabilities of £10k (2022: net assets of £74k) at 31 December 2023.
In making this assessment, the director has considered the ability of the group to settle liabilities as they fall due. This includes assessing the sales orderbook, timing of financing repayments and forecasts for the foreseeable future. Undrawn loan facilities are available to further strengthen liquidity if the need arises. In addition, the director also considered the impact of the group restructure after the reporting date and received confirmation from the new major shareholder that they will continue to support the company and the group. Accordingly, the director considers that the business has sufficient available reserves.
The director has a reasonable expectation that the company and the group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, he continues to adopt the going concern basis in preparing the financial statements. 

 
2.4

Revenue

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Tangible fixed assets

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

Page 15

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

2.Accounting policies (continued)


2.5
Tangible fixed assets (continued)

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

The estimated useful lives range as follows:

Short-term leasehold property
-
3
years
Motor vehicles
-
3
years
Fixtures and fittings
-
3
years
Office equipment
-
3
years
Computer equipment
-
3
years

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.

 
2.6

Intangible assets

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

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

 The estimated useful lives range as follows:

Computer software
-
5
years

  
2.7

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without payable on notice of not more than 24 hours.


2.8

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

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. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Page 16

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

2.Accounting policies (continued)





Financial instruments (continued)

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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.

Page 17

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

2.Accounting policies (continued)





Financial instruments (continued)

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

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 account.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and payable'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.11

Interest income

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

Page 18

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

2.Accounting policies (continued)

 
2.12

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.

 
2.13

Operating leases: the company as lessee

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

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

 
2.14

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 balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.15

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies which are set out in note 2, the key judgements made by the director are:
Capitalisation of development costs
The company has capitalised development costs in relation to a computer software that is being internally developed. The costs have been capitalised on the basis that it is probable that expected future economic benefits that are attributable to the software will flow to the entity. Costs have been amortised over a 5 year period to reflect the expected life of the asset. The software is in use and subject to on-going development and enhacement, and consequently there is also judgement on the useful expected life of the software modules that have been capitalised.
Impairment of intangible fixed assets
Management assess whether there is an indication that the intangible fixed asset may need to be impaired, by looking at both internal and external factors which might impact the recoverable amount of the asset.


4.


Turnover

The whole of the turnover is attributable to primary activities of the company.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
615,259
541,362

Rest of Europe
12,716,771
10,942,430

Rest of the world
76,089
59,595

13,408,119
11,543,387



5.


Other operating income

2023
2022
£
£

Other operating income
9,025
-


Page 20

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

6.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
56,372
33,978

Exchange differences
(50,730)
(1,021)

Other operating lease rentals
263,880
249,812

Amortisation of intangible assets
407,927
300,464

Fees payable to the company's auditor for the audit of the company's
annual financial statements
26,000
23,000

Defined contribution pension cost
135,046
309,082


7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
4,272,136
3,469,210

Social security costs
508,443
420,618

Cost of defined contribution scheme
135,046
122,591

4,915,625
4,012,419


The remuneration of the director is paid in Calix Holding Limited. It is not practical to split his remuneration by entity in the group.
The average monthly number of employees, including the director, during the year was 87 (2022 - 67).


8.


Interest receivable

2023
2022
£
£


Other interest receivable
6,841
5,800


9.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
3,305
7,120

Page 21

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

10.


Taxation


2023
2022
£
£


Foreign tax


Foreign tax on income for the year
32,878
16,621

Total current tax
32,878
16,621

Deferred tax

Total deferred tax
-
-


Tax on (loss)/profit on ordinary activities
32,878
16,621

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(51,456)
555,433


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(12,102)
105,532

Effects of:


Expenses not deductible for tax purposes
12,241
8,057

Fixed assets and intangible fixed assets timing differences
3,035
(1,899)

Utilisation of tax losses
-
(107,327)

Tax charge for overseas branches
32,878
16,621

Double taxation relief
(2,974)
-

Other differences leading to an increase in the tax charge
-
(4,363)

Marginal relief
(200)
-

Total tax charge for the year
32,878
16,621

Page 22

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
The company has a deferred tax asset arising from accelerated capital allowances of £13,286 which has not been recognised due to uncertainty over recoverability.


11.


Intangible assets




Computer software

£



Cost


At 1 January 2023
1,736,880


Additions
605,512



At 31 December 2023

2,342,392



Amortisation


At 1 January 2023
749,406


Charge for the year
407,927



At 31 December 2023

1,157,333



Net book value



At 31 December 2023
1,185,059



At 31 December 2022
987,474

Computer software relates to services acquired from a fellow group undertaking in the development of computer software packages which are licensed to customers.



Page 23

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

12.


Tangible fixed assets





Short-term leasehold property
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
272,565
110,928
71,464
10,425
465,382


Additions
-
-
-
20,049
20,049



At 31 December 2023

272,565
110,928
71,464
30,474
485,431



Depreciation


At 1 January 2023
272,565
74,707
52,441
6,508
406,221


Charge for the year on owned assets
-
-
11,086
9,065
20,151


Charge for the year on financed assets
-
36,221
-
-
36,221



At 31 December 2023

272,565
110,928
63,527
15,573
462,593



Net book value



At 31 December 2023
-
-
7,937
14,901
22,838



At 31 December 2022
-
36,221
19,023
3,917
59,161

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Motor vehicles
-
36,221

-
36,221

Page 24

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

13.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
16,325


Additions
20,406



At 31 December 2023
36,731





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Sofyne Active Technology SAS
France
IT consultancy
Ordinary
100%
Sofyne Active Technology Poland Sp. Z.O.O.
Poland
IT consultancy
Ordinary
100%


14.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
136,691
136,685


2023
2022
£
£

Due within one year

Trade debtors
2,471,131
2,148,835

Amounts owed by group undertakings
2,783,052
1,521,656

Amounts owed by related parties
75,721
76,338

Other debtors
772,893
695,954

Prepayments and accrued income
63,150
94,919

6,165,947
4,537,702


Page 25

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

14.Debtors (continued)

Amounts owed by group undertakings are unsecured, interest free and repayable on demand. Amounts owed by related parties are unsecured, interest free and repayable on demand.
Included within other debtors is an amount of £348,885 (2022: £253,860) due from the director of the company. This amount is unsecured, interest bearing at 2% p.a. and repayable on demand.


15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank overdrafts
17
71

Trade creditors
135,265
114,422

Amounts owed to group undertakings
5,630,647
4,272,020

Corporation tax
24,249
24,630

Other taxation and social security
283,602
174,631

Obligations under finance lease and hire purchase contracts
62,810
15,176

Other creditors
2,321,562
1,555,685

Accruals and deferred income
517,556
363,575

8,975,708
6,520,210


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Included within other creditors is an amount of £1,763,722 (2022: £1,531,112) due to the company's debt factoring provider which is secured by a fixed charged over the assets of the company. 


16.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
-
58,938



17.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
62,810
15,614

Between 1-5 years
-
58,938

62,810
74,552

Page 26

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



6,000,000 (2022 - 6,000,000) ordinary shares of £0.01 each
60,000
60,000

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



19.


Reserves

Foreign exchange reserve
The foreign exchange reserve represents movements as a result of the yearly translation of the results of foreign branches, including the translation of their equity balances.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.


20.


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 £135,046 (2022: £309,082).


21.


Commitments under operating leases

At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
183,510
278,215

Later than 1 year and not later than 5 years
724,679
199,771

908,189
477,986


22.


Contingent liabilities

A fixed charge exists over the company's assets in connection with its debt factoring arrangements.

Page 27

 

SOFYNE ACTIVE TECHNOLOGY LIMITED

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

23.
Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
Transactions with related parties are as follows:




Relationship

Transaction

Amount
Amount due (to)/from related parties




2023
 
2022 
2023 
2022 




£
 
£ 
£ 
£ 



Sofyne SARL
Loans
-
-
67,533
67,533


(common director)


SLU Group Limited (common control)
Mangement fees
762,300
734,167
8,188
8,805


Amounts owed to and from related parties are unsecured and interest free, and due for repayment within one year.


24.


Post balance sheet events

Subsequent to the year end on 29 February 2024, Mr S A Lusoli has disposed his majority interest in the group headed by Calix Holding Limited to Saphir SAS. There was a restructuring on the same day which the subsidiary, Sofyne Active Technology SAS, has been moved across and became a fellow subsidiary of Sofyne Active Technology Limited. There was no change in business of the company.


25.


Parent company

During the year, the company's immediate and ultimate parent company was Calix Holding Limited, a company incorporated in England and Wales. The results of the company are consolidated into the parent company and are available for download from Companies House in England and Wales. The registered address of Calix Holding Limited is 10th Floor, Holborn Tower, 137-144 High Holborn, London, WC1V 6PL.
After the year end on 29 February 2024, the company's ultimate parent company becomes Saphir TopCo SAS, a company incorporated in France. Its registered address is 65 Rue du Maréchal Roch, Versailles 78000, France. There is no change to the immediate parent company, which continues to be Calix Holding Limited. The change in ultimate parent company occurred subsequent to the reporting date and therefore has no impact on the results for the year ended 31 December 2023.

 
Page 28