44 23 September 2024 false false false false false false false false false false true false false false false false false No description of principal activity 2023-04-01 Sage Accounts Production Advanced 2023 - FRS102_2023 218,520 1,917 220,437 173,728 18,721 192,449 27,988 44,792 5,968 5,968 5,968 xbrli:pure xbrli:shares iso4217:GBP 09532932 2023-04-01 2023-12-31 09532932 2023-12-31 09532932 2023-03-31 09532932 2022-04-01 2023-03-31 09532932 2023-03-31 09532932 2022-03-31 09532932 core:NetGoodwill 2023-04-01 2023-12-31 09532932 bus:Director1 2023-04-01 2023-12-31 09532932 core:NetGoodwill 2023-03-31 09532932 core:NetGoodwill 2023-12-31 09532932 core:WithinOneYear 2023-12-31 09532932 core:WithinOneYear 2023-03-31 09532932 core:ShareCapital 2023-12-31 09532932 core:ShareCapital 2023-03-31 09532932 core:SharePremium 2023-12-31 09532932 core:SharePremium 2023-03-31 09532932 core:OtherReservesSubtotal 2023-03-31 09532932 core:RetainedEarningsAccumulatedLosses 2023-12-31 09532932 core:RetainedEarningsAccumulatedLosses 2023-03-31 09532932 core:BetweenOneFiveYears 2023-12-31 09532932 core:BetweenOneFiveYears 2023-03-31 09532932 core:NetGoodwill 2023-03-31 09532932 core:CostValuation core:Non-currentFinancialInstruments 2023-12-31 09532932 core:Non-currentFinancialInstruments 2023-12-31 09532932 core:Non-currentFinancialInstruments 2023-03-31 09532932 bus:SmallEntities 2023-04-01 2023-12-31 09532932 bus:Audited 2023-04-01 2023-12-31 09532932 bus:SmallCompaniesRegimeForAccounts 2023-04-01 2023-12-31 09532932 bus:PrivateLimitedCompanyLtd 2023-04-01 2023-12-31 09532932 bus:FullAccounts 2023-04-01 2023-12-31 09532932 core:CustomerRelationships 2023-12-31 09532932 core:ComputerSoftware 2023-12-31 09532932 core:CustomerRelationships 2023-03-31 09532932 core:ComputerSoftware 2023-03-31 09532932 core:CustomerRelationships 2023-04-01 2023-12-31 09532932 core:ComputerSoftware 2023-04-01 2023-12-31 09532932 core:OfficeEquipment 2023-03-31 09532932 core:OfficeEquipment 2023-04-01 2023-12-31 09532932 core:OfficeEquipment 2023-12-31
COMPANY REGISTRATION NUMBER: 09532932
Protean Software Limited
Filleted Financial Statements
31 December 2023
Protean Software Limited
Statement of Financial Position
31 December 2023
31 Dec 23
31 Mar 23
Note
£
£
£
Fixed assets
Intangible assets
5
956,756
1,413,991
Tangible assets
6
27,988
44,792
Investments
7
5,968
5,968
---------
------------
990,712
1,464,751
Current assets
Debtors
8
1,601,778
1,523,473
Cash at bank and in hand
503,024
1,587,377
------------
------------
2,104,802
3,110,850
Creditors: amounts falling due within one year
9
2,691,619
4,325,930
------------
------------
Net current liabilities
586,817
1,215,080
---------
------------
Total assets less current liabilities
403,895
249,671
Provisions
192,799
229,164
---------
---------
Net assets
211,096
20,507
---------
---------
Capital and reserves
Called up share capital
43,195
37,465
Share premium account
4,356,919
3,898,535
Other reserves
464,114
Profit and loss account
( 4,189,018)
( 4,379,607)
------------
------------
Shareholders funds
211,096
20,507
------------
------------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
Protean Software Limited
Statement of Financial Position (continued)
31 December 2023
These financial statements were approved by the board of directors and authorised for issue on 23 September 2024 , and are signed on behalf of the board by:
J M Whatmore
Director
Company registration number: 09532932
Protean Software Limited
Notes to the Financial Statements
Period from 1 April 2023 to 31 December 2023
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 117-119 Zellig Custard Factory, Gibb Street Digbeth, Birmingham, B9 4AA, England.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
over 10 years
Customer relationships
-
over 10 years
Software
-
over 10 years
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Equipment
-
33% / 50% straight line basis
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Employee numbers
The average number of persons employed by the company during the period amounted to 44 (2023: 49 ).
5. Intangible assets
Goodwill
Customer relationships
Software development
Total
£
£
£
£
Cost
At 1 April 2023 and 31 December 2023
1,154,157
2,328,240
2,614,080
6,096,477
------------
------------
------------
------------
Amortisation
At 1 April 2023
889,763
1,786,685
2,006,038
4,682,486
Charge for the period
86,561
174,618
196,056
457,235
------------
------------
------------
------------
At 31 December 2023
976,324
1,961,303
2,202,094
5,139,721
------------
------------
------------
------------
Carrying amount
At 31 December 2023
177,833
366,937
411,986
956,756
------------
------------
------------
------------
At 31 March 2023
264,394
541,555
608,042
1,413,991
------------
------------
------------
------------
6. Tangible assets
Equipment
£
Cost
At 1 April 2023
218,520
Additions
1,917
---------
At 31 December 2023
220,437
---------
Depreciation
At 1 April 2023
173,728
Charge for the period
18,721
---------
At 31 December 2023
192,449
---------
Carrying amount
At 31 December 2023
27,988
---------
At 31 March 2023
44,792
---------
7. Investments
Shares in group undertakings
£
Cost
At 1 April 2023 and 31 December 2023
5,968
-------
Impairment
At 1 April 2023 and 31 December 2023
-------
Carrying amount
At 31 December 2023
5,968
-------
At 31 March 2023
5,968
-------
8. Debtors
31 Dec 23
31 Mar 23
£
£
Trade debtors
1,171,203
968,457
Amounts owed by group undertakings and undertakings in which the company has a participating interest
78,429
4,320
Other debtors
352,146
550,696
------------
------------
1,601,778
1,523,473
------------
------------
9. Creditors: amounts falling due within one year
31 Dec 23
31 Mar 23
£
£
Trade creditors
107,002
202,515
Amounts owed to group undertakings and undertakings in which the company has a participating interest
1,346,733
49,012
Social security and other taxes
260,540
314,263
Shareholder loans
1,200,000
Other creditors
977,344
2,560,140
------------
------------
2,691,619
4,325,930
------------
------------
10. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
31 Dec 23
31 Mar 23
£
£
Not later than 1 year
6,213
58,953
Later than 1 year and not later than 5 years
4,660
10,872
--------
--------
10,873
69,825
--------
--------
11. Contingencies
The company has given security in the form of a fixed and floating charge dated 6 December 2023 to Canadian Imperial Bank and Commerce in respect of the group borrowing facilities. At 31 December 2023, group borrowings amounted to £7.9m.
12. Summary audit opinion
The auditor's report dated 23 September 2024 was unqualified .
The senior statutory auditor was Oliver Ross BSc(Hons) FCA , for and on behalf of Muras Baker Jones Limited .
13. Related party transactions
The company has taken advantage of the exemption, under the terms of FRS 102, not to disclose related party transactions with its parent company and other wholly owned subsidiaries within the group.
14. Controlling party
On 14 July 2023, 100% of the company's share capital was acquired by Tracer Management Systems Limited, a company registered in England and Wales. The ultimate parent company is Shelby Topco Limited, a company registered in England and Wales at 305 Zellig Building, Gibb Street, Birmingham, B9 4AA.
15. Accounting reference date
Following the acquisition of the company by Tracer Management Systems Limited on 14 July 2023, the accounting reference date of the company was changed to 31 December. Accordingly the financial statements have been prepared for the period from 1 April 2023 to 31 December 2023.
The comparative figures relate to the year ended 31 March 2023.