Company registration number 04384024 (England and Wales)
APPRISS RETAIL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
APPRISS RETAIL LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Income statement
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 25
APPRISS RETAIL LIMITED
COMPANY INFORMATION
Directors
H Magaro
(Appointed 22 June 2023)
M Osborne
(Appointed 22 June 2023)
K Beckman
(Appointed 27 October 2023)
Secretary
K Beckman
Company number
04384024
Registered office
8 Devonshire Square
London
United Kingdom
EC2M 4PL
Auditor
Azets Audit Services
Secure House
Lulworth Close
Chandlers Ford
Southampton
Hampshire
SO53 3TL
APPRISS RETAIL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
Appriss Retail Ltd is a provider of solutions delivering advanced software, data and analytics that addresses challenging problems relating to global retail markets. The company leverages Software-as-a-Service to both collect data and deliver information across the market segment via it’s Secure TM suite of offerings. Utilizing Secure allows retailers to make better-informed, real time decisions with industry and data-science expertise lifting store performance by increasing sales, reducing loss and enhancing the customer experience. Additionally, the company offers a light-weight, high performance data integration toolset, Real Time Integration RM (“RTI”), allowing customers efficient, secure and stable connectivity between applications.
Performance in the year
The company's performance for the twelve months ended 31 December 2023 produced a profit before tax of £0.80m. This was a decrease from the profit before tax of £1.49m generated during the prior year ended 31 December 2022.
The company's key financial and other performance indicators during the year were as follows:
Unit
2023
2022
2021
Profit before tax as a percentage of turnover (with foreign exchange)
%
12.23
21.00
21.49
Operating expenses as a percentage of turnover
%
87.79
78.92
77.94
Revenue to employment costs
:1
1.65
1.96
1.79
Quick ratio (current assets/current liabilities)
:1
1.56
3.39
2.65
Principal risks and uncertainties
The principal risks faced by the company are market uncertainties and foreign exchange rate fluctuations. Market uncertainties are managed by investing in our products to position the company to provide high return on investments and improve profitability of our customers. Foreign exchange risks are managed partially through natural hedging occurring from the sale and purchases within the same currency.
H Magaro
Director
25 November 2024
APPRISS RETAIL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of the provision of software services, support and licences.
Results and dividends
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £4,666,138. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
T Laddusaw
(Resigned 21 April 2023)
D T Moore
(Resigned 27 October 2023)
S Prebble
(Resigned 1 January 2023)
H Magaro
(Appointed 22 June 2023)
M Osborne
(Appointed 22 June 2023)
K Beckman
(Appointed 27 October 2023)
K Sastry
(Appointed 3 January 2023 and resigned 28 March 2023)
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are 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, International Accounting Standard 1 requires that directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
make an assessment of the company's ability to continue as a going concern.
The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
APPRISS RETAIL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and
the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
On behalf of the board
H Magaro
Director
25 November 2024
APPRISS RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF APPRISS RETAIL LIMITED
- 4 -
Opinion
We have audited the financial statements of Appriss Retail Limited (the 'company') for the year ended 31 December 2023 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
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 profit for the year then ended;
have been properly prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the UK; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 UK, including the FRC’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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
APPRISS RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APPRISS RETAIL LIMITED
- 5 -
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 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 directors' 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, the directors are 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 directors 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
APPRISS RETAIL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF APPRISS RETAIL LIMITED
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 2006. Our 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.
Michael Wesley FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
28 November 2024
Chartered Accountants
Statutory Auditor
Secure House
Lulworth Close
Chandlers Ford
Southampton
Hampshire
SO53 3TL
APPRISS RETAIL LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Revenue
4
6,545,965
7,106,989
Gross profit
6,545,965
7,106,989
Administrative expenses
(5,746,944)
(5,608,679)
Operating profit
5
799,021
1,498,310
Investment revenues
7
1,540
182
Finance costs
8
(6,076)
Profit before taxation
800,561
1,492,416
Income tax expense
10
(2,997)
(31,588)
Profit and total comprehensive income for the year
797,564
1,460,828
The income statement has been prepared on the basis that all operations are continuing operations.
APPRISS RETAIL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£
£
ASSETS
Non-current assets
Property, plant and equipment
11
42,584
49,412
Investments
12
122,786
122,786
165,370
172,198
Current assets
Trade and other receivables
14
1,580,320
2,896,417
Cash and cash equivalents
3,228,494
5,034,684
4,808,814
7,931,101
Total assets
4,974,184
8,103,299
EQUITY
Called up share capital
24
83
83
Share premium account
23
202,226
202,226
Other reserves
25
161,365
161,365
Retained earnings
1,534,526
5,403,100
Total equity
1,898,200
5,766,774
LIABILITIES
Current liabilities
Trade and other payables
16
1,555,799
831,414
Borrowings
17
171,827
171,827
Deferred revenue
18
1,348,358
1,333,284
3,075,984
2,336,525
Total liabilities
3,075,984
2,336,525
Total equity and liabilities
4,974,184
8,103,299
The financial statements were approved by the board of directors and authorised for issue on 25 November 2024 and are signed on its behalf by:
H Magaro
Director
Company registration number 04384024
APPRISS RETAIL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Share premium account
Other reserves
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
83
202,226
161,365
3,942,272
4,305,946
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
1,460,828
1,460,828
Balance at 31 December 2022
83
202,226
161,365
5,403,100
5,766,774
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
797,564
797,564
Dividends
9
-
-
-
(4,666,138)
(4,666,138)
Balance at 31 December 2023
83
202,226
161,365
1,534,526
1,898,200
APPRISS RETAIL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
2,878,538
2,840,770
Interest paid
(6,076)
Income taxes paid
(2,997)
(31,588)
Net cash inflow from operating activities
2,875,541
2,803,106
Investing activities
Purchase of property, plant and equipment
(17,133)
(43,565)
Interest received
1,540
182
Net cash used in investing activities
(15,593)
(43,383)
Financing activities
Payment of lease liabilities
(137,112)
Dividends paid
(4,666,138)
Net cash used in financing activities
(4,666,138)
(137,112)
Net (decrease)/increase in cash and cash equivalents
(1,806,190)
2,622,611
Cash and cash equivalents at beginning of year
5,034,684
2,412,073
Cash and cash equivalents at end of year
3,228,494
5,034,684
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
Appriss Retail Limited is a private company limited by shares incorporated in England and Wales. The registered office is 8 Devonshire Square, London, United Kingdom, EC2M 4PL. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
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 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 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Appriss Retail Limited is a wholly owned subsidiary of Appriss Retail (UK) Holdings, Ltd. and the results of Appriss Retail Limited are included in the consolidated financial statements of Appriss Retail (UK) Holdings, Ltd. which are available from Companies House.
1.2
Going concern
Atruet 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 directors have considered the likely future cash flows of the business and have considered the balance sheet and the facilities available at this point in time.
1.3
Revenue
The principles in IFRS are applied to revenue recognition criteria using the following 5 step model:
1. Identify the contracts with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when or as the entity satisfies its performance obligations
Revenue comprises the fair value of the consideration received or receivable for the provision of software licences and support services. Revenue is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue for the provision of licences in full at the point of sale. Revenue for the provision of support services is recognised on a straight line basis over the term of the contract.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
20% straight line
Fixtures and fittings
14.29% straight line
Plant and equipment
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.5
Non-current investments
Interests in subsidiaries, associates and jointly controlled entities 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 tangible and intangible assets
At each reporting 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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 15 -
IFRS 17 Insurance Contracts
The company does not have any contracts that meet the definition of an insurance contract under IFRS 17.
IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements— Disclosure of Accounting Policies
The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed.
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors—Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.
IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. Following the amendments to IAS 12, an entity is required to recognise the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12.
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:
Amendments to IAS 1
Classification of Liabilities as Current or Non-current
Amendments to IAS 1
Non-current Liabilities with Covenants
Amendments to IAS 7 and IFRS 7
Supplier Finance Arrangements
Amendments to IFRS 16
Lease Liability in a Sale and Leaseback
Amendments to IFRS 10 and IAS 28
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
3
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Depreciation of property, plant and equipment
Items of property, plant and equipment are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
4
Revenue
2023
2022
£
£
Revenue analysed by class of business
Rendering of services
6,545,965
7,106,989
2023
2022
£
£
Revenue analysed by geographical market
United Kingdom
4,633,620
5,424,066
E.U.
1,075,528
954,393
Rest of the world
836,817
728,530
6,545,965
7,106,989
5
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
78,174
500
Fees payable to the company's auditor for the audit of the company's financial statements
12,000
11,550
Depreciation of property, plant and equipment
23,961
165,482
(Profit)/loss on disposal of property, plant and equipment
-
1,866
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Administration and support
4
4
Research and development
18
13
Sales, marketing and distribution
2
7
Other departments
16
18
Total
40
42
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
3,541,677
3,213,362
Social security costs
314,991
332,899
Pension costs
113,956
77,676
3,970,624
3,623,937
7
Investment income
2023
2022
£
£
Interest income
Bank deposits
1,540
182
8
Finance costs
2023
2022
£
£
Interest on lease liabilities
-
6,076
9
Dividends
During the year dividends of £4,666,168 (2022: nil) were paid to the parent company.
10
Income tax expense
Current tax
UK corporation tax on profits for the current period
2,997
31,588
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Income tax expense
(Continued)
- 18 -
As of 1 April 2023, the main rate of UK corporation tax increased from 19% to 25%. As the company's financial year straddles the date of the change in corporation tax rates, a blended corporation tax rate of 23.52% has been applied which is calculated by apportioning the two tax rates on a weighted basis for the proportion of the financial year for which each main tax rate was applicable.
The charge for the year can be reconciled to the profit per the income statement as follows:
2023
2022
£
£
Profit before taxation
800,561
1,492,416
Expected tax charge based on a corporation tax rate of 23.52% (2022: 19.00%)
188,292
283,559
Effect of expenses not deductible in determining taxable profit
765
2,800
Change in unrecognised deferred tax assets
2,730
(5,812)
Group relief
(191,625)
(280,547)
Foreign withholding tax
2,997
31,588
Remeasurement of deferred tax for changes in tax rates
(162)
Taxation charge for the year
2,997
31,588
11
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Plant and equipment
Total
£
£
£
£
Cost
At 1 January 2022
1,073,630
82,288
230,222
1,386,140
Additions
43,565
43,565
Disposals
(829,833)
(6,060)
(835,893)
At 31 December 2022
243,797
82,288
267,727
593,812
Additions
17,133
17,133
Disposals
(243,797)
(82,288)
(326,085)
At 31 December 2023
284,860
284,860
Accumulated depreciation and impairment
At 1 January 2022
953,166
62,419
197,360
1,212,945
Charge for the year
119,233
11,189
35,060
165,482
Eliminated on disposal
(829,833)
(4,194)
(834,027)
At 31 December 2022
242,566
73,608
228,226
544,400
Charge for the year
1,231
8,680
14,050
23,961
Eliminated on disposal
(243,797)
(82,288)
(326,085)
At 31 December 2023
242,276
242,276
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Plant and equipment
Total
£
£
£
£
(Continued)
- 19 -
Carrying amount
At 31 December 2023
-
-
42,584
42,584
At 31 December 2022
1,231
8,680
39,501
49,412
12
Investments
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
122,786
122,786
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Principal activities
% Held
Direct
Voting
Sysrepublic Inc
United States of America
Provision of software licences and support
100.00
100.00
Appriss sp z.o.o
Poland
Provision of services to other group companies
100.00
100.00
14
Trade and other receivables
2023
2022
£
£
Trade receivables
1,276,311
1,663,097
Amounts owed by fellow group undertakings
202,234
852,006
Other receivables
24,225
25,644
Prepayments and accrued income
77,550
355,670
1,580,320
2,896,417
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
15
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. Before any significant work is undertaken for new customers, credit checks will be considered and a credit limit set. One person has responsibility for the collection of debts and the directors are kept up to date with any issues.
The company has assets subject to a credit risk of £1,535,396 (2022 - £2,854,173) of which £202,234 (2022 - £852,006) is owed by related parties. Against this there is deferred income of £1,348,358 (2022 - £1,333,284).
No significant receivable balances are impaired at the reporting end date.
16
Trade and other payables
2023
2022
£
£
Trade payables
23,957
102,606
Amounts owed to related parties
621,457
Accruals
532,259
394,680
Social security and other taxation
371,915
334,128
Other payables
6,211
1,555,799
831,414
17
Borrowings
2023
2022
£
£
Borrowings held at amortised cost:
Loans from related parties
171,827
171,827
18
Deferred revenue
2023
2022
£
£
Arising from the company's principal activity
1,348,358
1,333,284
All deferred revenues are expected to be settled within 12 months from the reporting date.
19
Fair value of financial liabilities
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
20
Market risk
Market risk management
The company manages it market risk by building strong relationships with key customers and employees and monitoring the activities of its competitors. By keeping up to speed with the changes in customer requirements, the company is able to adapt its approach and achieve good customer retention.
Foreign exchange risk
The company's accounts include transactions and balances in Sterling, US Dollars and Polish Zloty. The company is predominantly exposed to fluctuations in the US Dollar/Sterling exchange rate.
There is an element of matching between income and expenses, primarily in terms of loans made from the parent company to the US subsidiary (in US Dollars). Where a funding requirement is identified, the directors may enter in a forward contract to protect against adverse exchange rate fluctuations.
Sensitivity analysis
At 31 December 2023, the US Dollar/Sterling exchange rate was $1.274 per £1.
The balances denominated in US Dollars can be summarised as follows:
US Dollar bank account balances: $606,412
Amounts payable to related parties: $1,010,644
In carrying out the sensitivity analysis we have considered only year end exchange rates and applied these to the balances denominated in the relevant currency.
A 5% depreciation of Sterling against the US Dollar at 31 December 2023 would have resulted in a decrease in profit before tax and net assets of £16,700. A 5% appreciation of Sterling against the US Dollar at 31 December 2023 would have resulted in an increase in profit before tax and net assets of £15,109.
Interest rate risk
The company does not rely upon external finance, nor does it receive any interest income. Until such time as the company either borrows funds or invests surplus cash, its exposure to interest rate risk is not significant.
Sensitivity analysis
There would be no significant difference to the reported profit or equity figures in the event of a 5% increase or decrease in interest rates.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
21
Liquidity risk
The directors manage the liquidity risk faced by the company by ensuring prompt invoicing and collections of amounts owed to the company, and by monitoring cash flow to ensure that funds will be available to settle the company's liabilities as they fall due.
Deferred income represents 43.8% (2022 - 57.1%) of the company's current liabilities. This is income that has been invoiced but not yet earned. At 31 December 2023, the company would need to collect 59.1% (2022 - 28.7%) of its trade and other receivables in order to settle the other current liabilities.
The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.
Less than 1 month
£
At 31 December 2022
Trade and other payables
1,003,241
At 31 December 2023
Trade and other payables
1,727,626
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
113,956
77,676
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
23
Share premium account
2023
2022
£
£
At the beginning and end of the year
202,226
202,226
Share premium represents the premium between the nominal value of the shares issues and the price paid for the shares on acquisition.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
24
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
83,735
83,735
8
8
Ordinary 'A' shares of 0.01p each
102,739
102,739
10
10
Ordinary 'B' shares of 0.01p each
154,110
154,110
15
15
Ordinary 'C' shares of 0.01p each
195,205
195,205
20
20
Ordinary 'D' shares of 0.01p each
297,945
297,945
30
30
833,734
833,734
83
83
Rights, preferences and restrictions
Ordinary, Ordinary A and Ordinary B shares have the following rights, preferences and restrictions:
All rights attached. Each share is entitled to one vote in any circumstances and is entitled to dividend payments or any other distribution.
Ordinary C and Ordinary D shares have the following rights, preferences and restrictions:
Shares do not convey any voting rights but each are entitled to dividend payment or any other distribution.
25
Other reserves
2023
2022
£
£
At the beginning and end of the year
161,365
161,365
Other reserves represent the value of share options issues under the Enterprise Management Incentive share option plans.
26
Operating lease commitments
2023
2022
£
£
Within one year
176,460
80,750
Between two and five years
73,525
-
In over five years
-
-
249,985
80,750
27
Capital risk management
The company is not subject to any externally imposed capital requirements.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
28
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
2023
2022
£
£
Short-term employee benefits
100,241
199,798
Post-employment benefits
3,133
6,242
103,374
206,040
Summary of transactions with parent entities
Included within trade and other receivables is a balance of £202,234 (2022 - £202,234) owed by the immediate parent company. This interest-free loan is denominated in Sterling and is repayable on demand.
Included within trade and other receivables is a balance of £nil (2022 - £469,420) owed by a higher level parent company. This interest-free loan is denominated in US Dollars and is repayable on demand.
Included within trade and other payables is a balance of £621,457 (2022 - £nil) owed to a higher level parent company. This interest-free loan is denominated in US Dollars and is repayable on demand.
Summary of transactions with subsidiaries
Included within trade and other payables is a balance of £171,827 (2022 - £171,827) owed to a subsidiary company. This interest-free loan is repayable on demand.
29
Controlling party
Parent and ultimate parent undertaking
The company's immediate parent is Appriss Retail (UK) Holdings, Ltd., a company incorporated in England and Wales.
The ultimate parent is Alert Holding Company Inc.
The parent of the largest group for which consolidated financial statements are prepared is Alert Holding Company, Inc. incorporated in the United States of America.
The address from which the consolidated financial statements can be obtained is:
10401 Linn Station Road #200, Louisville, KY40223, USA
Alert Holding Company, Inc.'s financial statements are prepared to 31 December.
30
Events after the reporting date
On 1 March 2024 a resolution to commence the liquidation of the subsidiary Appriss Sp Zoo was adopted. The liquidation process is expected to complete by 31 December 2024.
APPRISS RETAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
31
Cash generated from operations
2023
2022
£
£
Profit for the year after tax
797,564
1,460,828
Adjustments for:
Taxation charged
2,997
31,588
Finance costs
-
6,076
Investment income
(1,540)
(182)
(Gain)/loss on disposal of property, plant and equipment
-
1,866
Depreciation and impairment of property, plant and equipment
23,961
165,482
Movements in working capital:
Decrease in trade and other receivables
1,316,097
1,138,034
Increase/(decrease) in trade and other payables
724,385
(181,357)
Increase in deferred revenue outstanding
15,074
218,435
Cash generated from operations
2,878,538
2,840,770
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