Caseware UK (AP4) 2023.0.135 2023.0.135 2024-01-312024-01-31false36The2023-02-0163falsefalsefalse 13723044 2023-02-01 2024-01-31 13723044 2021-11-04 2023-01-31 13723044 2024-01-31 13723044 2023-01-31 13723044 2021-11-04 13723044 1 2023-02-01 2024-01-31 13723044 1 2021-11-04 2023-01-31 13723044 2 2023-02-01 2024-01-31 13723044 2 2021-11-04 2023-01-31 13723044 5 2023-02-01 2024-01-31 13723044 5 2021-11-04 2023-01-31 13723044 d:Director1 2023-02-01 2024-01-31 13723044 d:Director1 2024-01-31 13723044 d:Director2 2023-02-01 2024-01-31 13723044 d:Director2 2024-01-31 13723044 d:RegisteredOffice 2023-02-01 2024-01-31 13723044 e:CurrentFinancialInstruments 2024-01-31 13723044 e:CurrentFinancialInstruments 2023-01-31 13723044 e:CurrentFinancialInstruments e:WithinOneYear 2024-01-31 13723044 e:CurrentFinancialInstruments e:WithinOneYear 2023-01-31 13723044 e:UKTax 2023-02-01 2024-01-31 13723044 e:UKTax 2021-11-04 2023-01-31 13723044 e:ShareCapital 2023-02-01 2024-01-31 13723044 e:ShareCapital 2024-01-31 13723044 e:ShareCapital 2021-11-04 2023-01-31 13723044 e:ShareCapital 2023-01-31 13723044 e:RetainedEarningsAccumulatedLosses 2023-02-01 2024-01-31 13723044 e:RetainedEarningsAccumulatedLosses 2024-01-31 13723044 e:RetainedEarningsAccumulatedLosses 2 2023-02-01 2024-01-31 13723044 e:RetainedEarningsAccumulatedLosses 2021-11-04 2023-01-31 13723044 e:RetainedEarningsAccumulatedLosses 2023-01-31 13723044 e:RetainedEarningsAccumulatedLosses 2 2021-11-04 2023-01-31 13723044 e:TaxLossesCarry-forwardsDeferredTax 2024-01-31 13723044 e:TaxLossesCarry-forwardsDeferredTax 2023-01-31 13723044 e:OtherDeferredTax 2024-01-31 13723044 e:OtherDeferredTax 2023-01-31 13723044 d:OrdinaryShareClass1 2023-02-01 2024-01-31 13723044 d:OrdinaryShareClass1 2024-01-31 13723044 d:OrdinaryShareClass1 2023-01-31 13723044 d:FRS102 2023-02-01 2024-01-31 13723044 d:Audited 2023-02-01 2024-01-31 13723044 d:FullAccounts 2023-02-01 2024-01-31 13723044 d:PrivateLimitedCompanyLtd 2023-02-01 2024-01-31 13723044 e:WithinOneYear 2024-01-31 13723044 e:WithinOneYear 2023-01-31 13723044 f:PoundSterling 2023-02-01 2024-01-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13723044









CONTENTFUL (UK) LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

 
CONTENTFUL (UK) LIMITED
 
 
COMPANY INFORMATION


Director
Margaretta M Smith 




Registered number
13723044



Registered office
Suite 4
7th Floor

50 Broadway

London

United Kingdom

SW1H 0DB




Independent auditor
Nortons Assurance Limited
Chartered Accountants & Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
CONTENTFUL (UK) LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Balance Sheet
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 26

 
CONTENTFUL (UK) LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

Introduction
 
The director presents her strategic report and the audited financial statements for the financial year ended 31 January 2024.

Business review
 
The principal activity of the Company is to provide marketing, sales development, and research and development, and other administrative support services under a cost plus agreement with Contentful GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) registered in Germany ("GmbH"), and, a subsidiary of the Company‘s ultimate parent, Contentful Global, Inc., a company registered in the United States ("Global").
Contentful is a content platform provider for digital-first businesses that helps brands around the world create and manage digital experiences for their customers across any market or channel.
Under an intercompany services agreement, the Company charges GmbH all qualified costs at cost plus an agreed margin. 
There have been no significant changes in these activities during the financial year ended 31 January 2024.

Principal risks and uncertainties
 
The director is aware of her statutory obligations in relation to providing a fair review of the Company’s development and performance. The Company's success relies on GmbH, maintaining, developing, and executing on its competitive advantage in the digital market. The Company has addressed this risk by reviewing GmbH’s financial statements, budgets and cash flows on a quarterly basis ensuring it continues as a going concern. 
The Company has prepared budgets and cash flows for a period of at least twelve months from the date of the approval of the financial statements which demonstrate that there is no material uncertainty regarding the Company’s ability to meet its liabilities as they fall due, and to continue as a going concern. On this basis the director considers it appropriate to prepare the financial statements on a going concern basis. 

Financial key performance indicators
 
The director is pleased with the performance of the Company and its continued growth since incorporation. The Company generated a profit for the financial year, after taxation, amounted to £367,665 (2023 - £156,575). The increase in profit is the result of the Company’s growth during the financial year and charging GmbH all qualified costs at cost plus an agreed margin.
In the financial year, the Company recognised turnover of £12,161,521. In the prior financial year, the monthly average turnover was £424,319 compared to £1,013,460 monthly average for this financial year. The increase in turnover is the result of an increase in the demand to provide marketing, sales development, research and development, and other administrative support services to GmbH.
The Company has strong liquidity with an acid test ratio of 2.6:1.
The Company’s non-financial key performance metric is headcount. The average monthly number of employees during the financial year was 63 full-time employees. This was an increase of 75% compared to the previous financial period.  

Page 1

 
CONTENTFUL (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The director has acted in a way they considered, in good faith, to be the most likely to promote the success of the Company for the benefit of its stakeholders. Section 172 requires the director to have regard, amongst other matters to the:
a) Likely consequences of any decisions in the long-term
b) Interests of the Company’s employees
c) Need to foster the Company’s business relationships with suppliers, customers, and others
d) Impact of the Company’s operations on the community and the environment
e) Desirability of the Company maintaining a reputation for high standards of business conduct, and   
f) Need to act fairly as between members of the Company
The Company delegates authority for the day-to-day management to the Company management. Management are responsible for overseeing the execution of the group strategy and adhering to policies set by the group. Senior executives hold meetings with Management regularly to ensure employee and customer feedback is heard and reported back in a timely manner.


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



................................................
Margaretta M Smith
Director
Date: 29 October 2024
Page 2

 
CONTENTFUL (UK) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The director presents her report and the financial statements for the year ended 31 January 2024.

Directors' responsibilities statement

The director is responsible for preparing the Strategic Report, the Directors' 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 directors must not approve the financial statements unless she 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 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 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 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 £367,665 (2023 - £156,575).

The director does not recommend payment of a dividend.
At the end of the financial year, the Company had assets of £1,475,401 (2023 - £633,649) and liabilities of £570,214 (2023 - £319,260). The net assets of the Company have increased by £590,798.

Directors

The directors who served during the year were:

Patrick C Scott (resigned 30 September 2023)
Margaretta M Smith (appointed 30 September 2023)

Neither director had any direct beneficial interest in the shares of the Company at the beginning or end of the financial year.
There were no changes in shareholdings between 31 January 2024 and the date of signing the financial statements. 

Political contributions

The Company did not make any disclosable political donations in the current financial year.

Page 3

 
CONTENTFUL (UK) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Future developments

The Company plans to continue its present activities and to increase activity in the short to medium period.

Research and development activities

During the financial year, the Company’s had research and development costs of £3,613,353 (2023 - £1,841,786)

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies.

Disclosure of information to auditor

The person who is director 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

There have been no significant events affecting the Company since the financial year-end.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
Margaretta M Smith
Director
Date: 29 October 2024

Page 4

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

Opinion


We have audited the financial statements of Contentful (UK) Limited (the 'Company') for the year ended 31 January 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, 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 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 January 2024 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 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 5

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


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 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 director' 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 3, 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 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 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 6

 
CONTENTFUL (UK) LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CONTENTFUL (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.


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 objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.

We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation. 


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.


Page 7

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


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.





Karen Cairns (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Chartered Accountants & Statutory Auditor
  
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

30 October 2024
Page 8

 
CONTENTFUL (UK) LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024

Year ended
31 January
Period ended
31 January
2024
2023
Note
£
£

  

Turnover
 4 
12,161,521
6,364,784

Administrative expenses
  
(11,638,926)
(6,129,144)

Operating profit
  
522,595
235,640

Interest receivable and similar income
 8 
783
-

Profit before tax
  
523,378
235,640

Tax on profit
 9 
(155,713)
(79,065)

Profit for the financial year
  
367,665
156,575

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 26 form part of these financial statements.
Page 9

 
CONTENTFUL (UK) LIMITED
REGISTERED NUMBER: 13723044

BALANCE SHEET
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 10 
1,293,595
530,931

Cash at bank and in hand
 11 
181,806
102,718

  
1,475,401
633,649

Creditors: amounts falling due within one year
 12 
(570,214)
(319,260)

Net current assets
  
 
 
905,187
 
 
314,389

Net assets
  
905,187
314,389


Capital and reserves
  

Called up share capital 
 14 
101
101

Profit and loss account
 15 
905,086
314,288

  
905,187
314,389


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Margaretta M Smith
Director
Date: 29 October 2024

The notes on pages 14 to 26 form part of these financial statements.
Page 10

 
CONTENTFUL (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
156,575
156,575
Total comprehensive income for the period
-
156,575
156,575


Contributions by and distributions to owners

Shares issued during the period
101
-
101

Credit to equity for equity settled share based payments
-
157,713
157,713


Total transactions with owners
101
157,713
157,814



At 1 February 2023
101
314,288
314,389


Comprehensive income for the year

Profit for the year
-
367,665
367,665
Total comprehensive income for the year
-
367,665
367,665


Contributions by and distributions to owners

Credit to equity for equity settled share based payments
-
223,133
223,133


Total transactions with owners
-
223,133
223,133


At 31 January 2024
101
905,086
905,187


The notes on pages 14 to 26 form part of these financial statements.

Page 11

 
CONTENTFUL (UK) LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
367,665
156,575

Adjustments for:

Taxation charge
155,713
79,065

(Increase) in debtors
(22,180)
(17,566)

(Increase) in amounts owed by groups
(711,880)
(513,365)

Increase in creditors
146,288
240,195

Share based payments
223,133
157,713

Corporation tax (paid)/received
(79,651)
-

Net cash generated from operating activities

79,088
102,617



Cash flows from financing activities

Issue of ordinary shares
-
101

Net cash used in financing activities
-
101

Net increase in cash and cash equivalents
79,088
102,718

Cash and cash equivalents at beginning of year
102,718
-

Cash and cash equivalents at the end of year
181,806
102,718


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
181,806
102,718


The notes on pages 14 to 26 form part of these financial statements.

Page 12

 
CONTENTFUL (UK) LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2024




At 1 February 2023
Cash flows
At 31 January 2024
£

£

£

Cash at bank and in hand

102,718

79,088

181,806


102,718
79,088
181,806

The notes on pages 14 to 26 form part of these financial statements.
Page 13

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Contentful (UK) Limited (the Company) is a private company limited by shares registered in England and Wales under the Companies Act. The registered office is Suite 4, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0DB. 
The principal activity of the Company is the provision of marketing, sales development and research and development and other administrative support services under a cost plus agreement with GmbH, a subsidiary of the Company‘s ultimate parent, Global.
Contentful is a content platform provider for digital-first businesses that helps brands around the world create and manage digital experiences for their customers across any market or channel.
Under an intercompany services agreement, the Company charges GmbH all qualified costs at cost plus an agreed margin.
The Company was incorporated on 4 November 2021 and commenced trading in March 2022. The director extended the first period of account in order to align with Global and therefore has chosen a January period end. Accordingly, the comparative in these financial statements presents the 15 month period from incorporation to January 2023. 

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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

Due to the intercompany services agreement in place and after making due enquiries, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Page 14

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.3

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 Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

  
2.4

Turnover

Turnover represents amounts charged by the Company to GmbH under intercompany services and R&D services agreements. Turnover comprises the value of services supplied by the Company, exclusive of trade discounts and any applicable value-added tax in accordance with its cost plus agreement. Revenue is recognised when costs are incurred. 

 
2.5

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.

 
2.6

Research and development

Research and development costs are expensed as incurred unless they qualify as internal-use software development costs. Research and development costs consist primarily of personnel costs associated with the Company’s research and development staff, including salaries, bonuses and benefits. In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 15

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Share-based payments

Global issues equity-settled payments to certain Company employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period.
Fair value is measured using the Black-Scholes Pricing Model. Global estimates the expected term based on the simplified method, which is the weighted average of the vesting period and contractual term, as Global’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.
Options are exercisable at a price equal to the market price of Global‘s shares on the date of grant. The vesting period is usually 4 years. The options are settled in equity of Global once exercised. Options are forfeited if the employee leaves the Company before the options vest.
Where the terms of an equity-settled transaction are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Page 16

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.9

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 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 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 balance sheet date.

 
2.10

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless
Page 17

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)


2.11
Financial instruments (continued)

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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 18

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
Judgments and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are listed below:
Going Concern
The director has prepared budgets and cash flows for a period of at least twelve months from the date of the approval of the financial statements which demonstrate that there is no material uncertainty regarding the company’s ability to meet its liabilities as they fall due, and to continue as a going concern. On this basis the director considers it appropriate to prepare the financial statements on a going concern basis. Accordingly, these financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may arise if the company was unable to continue as a going concern.
Provisions and accruals
Provisions are recognised when the entity has a present obligation (legal or constructive) as a result of past events, it is probable that the entity would be required to settle the probable outflow of resources, and a reliable estimate can be made of the amount of the obligation.


4.


Turnover

The whole of the turnover is to provide marketing, sales development, and research and development, and other administrative support services under a cost plus agreement with GmbH, a subsidiary of the Company‘s ultimate parent, Global.


5.


Operating profit

The operating profit is stated after charging:

Year ended
31 January
Period ended
31 January
2024
2023
£
£

Research & development charged as an expense
3,613,353
1,841,786

Exchange differences
5,653
1,239

Other operating lease rentals
85,115
-

Share-based payments
223,133
157,713

Page 19

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

6.


Auditor's remuneration

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


Year ended
31 January
Period ended
31 January
2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
12,500
9,750


7.


Employees

Staff costs were as follows:


Year ended
31 January
Period ended
31 January
2024
2023
£
£

Wages and salaries
8,993,510
4,802,045

Social security costs
1,207,334
631,453

Cost of defined contribution scheme
328,756
192,292

10,529,600
5,625,790


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


      Year ended
      31 January
     Period ended
       31 January
        2024
        2023
            No.
            No.







Sales and marketing
37
21



Research and development
23
12



General and administration
3
3

63
36

The director is employed by another group entity and the services provided to the Company are incidental and therefore no recharge of cost has been performed.

Page 20

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

8.


Interest receivable

Year ended
31 January
Period ended
31 January
2024
2023
£
£


Other interest receivable
783
-


9.


Taxation


Year ended
31 January
Period ended
31 January
2024
2023
£
£

Corporation tax


Current tax on profits for the year
183,967
79,065

Adjustments in respect of previous periods
350
-

Total current tax
184,317
79,065

Deferred tax


Origination and reversal of timing differences
(28,604)
-

Total deferred tax
(28,604)
-


Tax on profit
155,713
79,065
Page 21

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
 
9.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 24.03% (2023 - 19%). The differences are explained below:

Year ended
31 January
Period ended
31 January
2024
2023
£
£


Profit on ordinary activities before tax
523,378
235,640


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.03% (2023 - 19%)
125,768
44,772

Effects of:


Expenses not deductible for tax purposes
36,554
34,293

Adjustments to tax charge in respect of prior periods
350
-

Other timing differences leading to an increase (decrease) in taxation
(6,910)
-

Tax deduction arising from exercise of employee options
(49)
-

Total tax charge for the year/period
155,713
79,065


Tax rate changes

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 December 2023, the current weighted averaged tax rate was 24%. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

Page 22

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

10.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
1,225,245
513,365

Other debtors
33,388
14,304

Prepayments
6,358
3,262

Deferred taxation
28,604
-

1,293,595
530,931


Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


11.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
181,806
102,718



12.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
7,441
3,241

Corporation tax
183,731
79,065

Accruals
379,042
236,954

570,214
319,260


Page 23

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Deferred taxation




2024


£






At beginning of year
-


Charged to profit or loss
28,604



At end of year
28,604

The deferred tax asset is made up as follows:

2024
2023
£
£


Share based payments
21,694
-

Other timing differences
6,910
-

28,604
-


14.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



101 (2023 - 101) Ordinary shares of £1.00 each
101
101

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



15.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 24

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

16.


Share-based payments

Global operates a share option scheme for all employees (including directors) including the employees of its subsidiaries. Options are exercisable at a price equal to the fair market value price of  Global's shares on the date of grant. The vesting period is usually 4 years. The options are settled in equity of Global once exercised. Options are forfeited if the employee leaves the Company before the options vest.
The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value employee share schemes.
Details of the number of share options during the financial year are as follows:

Weighted
average
exercise
price
(USD)
2024
Number
2024
Weighted
average
exercise
price
(USD)
2023
Number
2023

Outstanding at the beginning of the year

5.06

229,191

-
 
-
 
Transferred in

5.14

10,234

8.78
 
107,198
 
Granted during the year

5.40

127,842

5.41
 
334,057
 
Forfeited during the year

5.26

(42,287)

-
 
-
 
Exercised during the year

5.14

(15,242)

9.64
 
(988)
 
Cancelled during the year

5.14

(6,506)

7.48
 
(211,076)
 
Outstanding at the end of the year
5.17

303,232

5.06
 
229,191
 



84,624 (2023: 34,063) options were exercisable at the end of the year at a weighted average exercise price of $5.01 (2023: $4.89).

2024
2023
£
£


Expense recognised in accordance with section 26 of FRS 102 share based payments
223,133
157,713
Page 25

 
CONTENTFUL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024


17.


Pension commitments

The Company operates a defined contribution 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 £328,756 (2023: £192,292). Contributions totalling £57,398 (2023: £34,093) were payable to the fund at the balance sheet date and are included in creditors.


18.


Commitments under operating leases

At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
12,000
-


19.


Controlling party

The Company and its director regard  Global as its parent company. Global is a company incorporated in the United States with a registered address of 1209 Orange Street, Wilmington, New Castle, Delaware 19801.
The Company‘s ultimate parent undertaking is also Global, which is the smallest undertaking for which group accounts are drawn up.
Global is regarded as both the controlling party and the ultimate controlling party as Global holds 100% of the ordinary shares issued in the Company.

 
Page 26