Company registration number 14023301 (England and Wales)
ABINGDON SOFTWARE GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
ABINGDON SOFTWARE GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
ABINGDON SOFTWARE GROUP LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
3
2,120
765
Investments
4
15,190,604
15,192,724
765
Current assets
Debtors
5
1,968,558
157,538
Cash at bank and in hand
16,336,291
11,364,387
18,304,849
11,521,925
Creditors: amounts falling due within one year
6
(3,189,765)
(32,695)
Net current assets
15,115,084
11,489,230
Total assets less current liabilities
30,307,808
11,489,995
Creditors: amounts falling due after more than one year
7
(3,413,958)
Net assets
26,893,850
11,489,995
Capital and reserves
Called up share capital
9
155
153
Share premium account
28,548,461
12,148,997
Profit and loss reserves
(1,654,766)
(659,155)
Total equity
26,893,850
11,489,995
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
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 11 October 2024 and are signed on its behalf by:
Mr A Shams
Director
Company registration number 14023301 (England and Wales)
ABINGDON SOFTWARE GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 4 April 2022
-
Period ended 31 March 2023:
Loss and total comprehensive income
-
-
(659,155)
(659,155)
Issue of share capital
9
153
12,148,997
-
12,149,150
Balance at 31 March 2023
153
12,148,997
(659,155)
11,489,995
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
(995,611)
(995,611)
Issue of share capital
9
71
16,399,464
-
16,399,535
Reduction of shares
9
(69)
(69)
Balance at 31 March 2024
155
28,548,461
(1,654,766)
26,893,850
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
1
Accounting policies
Company information
Abingdon Software Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Pavilion, 96 Kensington High Street, London, England, W8 4SG.
1.1
Reporting period
The prior year financial statements represent the period from incorporation on 4 April 2022 to 31 March 2023 and therefore, the comparative amounts are not entirely comparable.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company is reliant on the performance of its’ subsidiaries, in making their assessment the directors have considered the financial position of the group as a whole as well as each subsidiary individually, in relation to performance, liquidity and forecast future cash flows.
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
25% straight line per annum
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
1.5
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
1.12
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using a recognised model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 5 (2023 - 3).
3
Tangible fixed assets
Computers
£
Cost
At 1 April 2023
896
Additions
1,829
At 31 March 2024
2,725
Depreciation and impairment
At 1 April 2023
131
Depreciation charged in the year
474
At 31 March 2024
605
Carrying amount
At 31 March 2024
2,120
At 31 March 2023
765
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
15,190,604
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
4
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
-
Additions
15,190,604
At 31 March 2024
15,190,604
Carrying amount
At 31 March 2024
15,190,604
At 31 March 2023
-
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
17,998
Other debtors
1,950,560
157,538
1,968,558
157,538
6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
250,000
Trade creditors
185,419
14,656
Amounts owed to group undertakings
2,586,614
Taxation and social security
10,539
Other creditors
167,732
7,500
3,189,765
32,695
7
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
3,413,958
Other creditors relates to other loans which accrue interest at a rate of 9.75% per annum. The loans are due to be repaid in instalments until September 2027.
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
8
Share-based payment transactions
Number of share options
2024
2023
Number
Number
Outstanding at 1 April 2023
67,457.00
Granted
19,945.00
67,457.00
Forfeited
8,964.00
Exercised
39,726.00
Outstanding at 31 March 2024
38,712.00
67,457.00
Exercisable at 31 March 2024
23,532.00
23,532.00
The options outstanding at 31 March 2024 had an exercise price of £0.001,15,180 have a remaining contractual life until March 2028 and 8,352 until October 2028.
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
310,000
1,000,000
31
100
Ordinary A shares of 0.01p each
594,392
548,581
59
50
Ordinary B shares (Non-voting) of 0.01p each
173,243
31,000
17
3
Ordinary A2 shares of 0.01p each
384,720
-
38
-
Deferred shares of 0.01p each
100,000
-
10
-
1,562,355
1,579,581
155
153
During the year 690,000 ordinary shares were cancelled.
96,211 ordinary A shares of £0.0001 each were issued,142,243 ordinary B shares of £0.0001 each were issued, 384,720 ordinary A2 shares of £0.0001 each were issued and 100,000 deferred shares of £0.0001 each were issued for total consideration of £16,399,535.
10
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:
Kristina Perry FCCA
Statutory Auditor:
Sumer Audit
Date of audit report:
16 October 2024
Sumer Audit is the trading name of Sumer Auditco Limited
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
11
Financial commitments, guarantees and contingent liabilities
Wuessen Lending S.A.R.L has provided a loan to the company, included in notes 6 and 7 to the financial statements. This loan contains a fixed and floating charge over all the property and undertaking of the company.
12
Events after the reporting date
The company acquired the shares of Geograph Technologies LLC on 5 June 2024, a company registered in the United States of America.
Subsequent to the year end, further loans of £3,500,000 were drawn by the company.
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