Company registration number 10566054 (England and Wales)
DEPUTY EMEA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
DEPUTY EMEA LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
DEPUTY EMEA LIMITED
BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
36,457
18,005
Current assets
Debtors
5
1,526,454
1,145,555
Cash at bank and in hand
10,600,915
1,526,745
12,127,369
2,672,300
Creditors: amounts falling due within one year
6
(11,438,414)
(2,195,919)
Net current assets
688,955
476,381
Net assets
725,412
494,386
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
725,411
494,385
Total equity
725,412
494,386
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 January 2025 and are signed on its behalf by:
S Shelley
Director
Company Registration No. 10566054
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information
Deputy EMEA Limited is a private company limited by shares incorporated in England and Wales. The registered office is Herschel House, 58 Herschel Street, Slough, Berkshire, United Kingdom, SL1 1PG.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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 a period of at least 12 months from date of approval of the accounts. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The company is fully integrated within its Group and relies on the parent company central treasury function for financial support to settle its liabilities and for product support. The immediate parent company is Deputec Pty Ltd and the ultimate parent company is Deputy Group Pty Ltd which has provided a letter of support to Deputy EMEA Limited confirming that it will, for at least 12 months from the date of the approval of these financial statements, continue to make available such funds as are needed by the company which should enable the company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment.
As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue.
Because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.
1.3
Turnover
Turnover is recognised when the amount of the revenue can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the company and specific criteria relating to the type of revenue has been satisfied. Revenue includes the recurring subscription fees and group income representing reseller fee adjustments.
Revenue from recurring subscription fees is usually paid in arrears once set up and recognised when the services are utilised, usually within twelve months. Reseller fees are charged on an annual basis based on the reseller agreement.
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
2 to 5 year 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 credited or charged to profit or loss.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
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 profit and loss account 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 liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
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.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
1.11
Share-based payments
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is determined using the vesting period, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
If equity-settled awards are modified, an additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of the cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
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.
1.14
Trade and other debtors are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest. Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment.
1.15
Trade and other creditors
Trade and other creditors are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
2
Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The only significant estimate included within the financial statements is:
Employees are eligible to share options which are classified as equity-settled options in Deputy EMEA Limited, due to the obligation being settled by Deputy Group Pty Ltd. This requires the fair value of the awards to be estimated on grant date and further an assessment of the probability of employee leaving the company. Fair value is determined using the vesting period, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. Management also use their best estimate of the number of awards that are likely to vest and the expired portion of the vesting period.
With the exception of the estimate described above, the directors consider that there are no other significant judgements or estimates in the preparation of these financial statements.
3
Employees
The average monthly number of persons (excluding directors) is:
2024
2023
Number
Number
Total
27
22
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
4
Tangible fixed assets
Plant and machinery
£
Cost
At 1 July 2023
72,655
Additions
44,248
Disposals
(6,540)
At 30 June 2024
110,363
Depreciation and impairment
At 1 July 2023
54,650
Depreciation charged in the year
20,212
Eliminated in respect of disposals
(956)
At 30 June 2024
73,906
Carrying amount
At 30 June 2024
36,457
At 30 June 2023
18,005
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,369,342
1,036,113
Other debtors
157,112
109,442
1,526,454
1,145,555
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
87,413
31,278
Amounts owed to group undertakings
9,868,985
1,274,297
Corporation tax
47,346
54,739
Other taxation and social security
311,476
255,157
Other creditors
1,123,194
580,448
11,438,414
2,195,919
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
7
Share-based payment transactions
The company participates in a group share based payment plan and recognises and measures its share-based payment expense on the basis of a reasonable allocation of the expense recognised for the company. The allocation is based on the number of employees benefiting from the share-based payment plan employed by Deputy EMEA Limited.
As at 30 June 2024, the Group has one type of share based arrangements - equity settled share options. The Group provides benefits to employees (including senior executives) in the form of share based payments whereby employees render services in exchange for options. This Employee Option Plan ("The Plan") was established to provide eligible persons with an opportunity to share in the growth of the Group, and to encourage them to improve the performance of the Group. It is intended that The Plan will enable the group to retain and attract skilled and experienced employees, officers and contracts, and to provide them with the motivation to make the Group more successful.
Under the plan, participants are granted options if they are considered eligible persons as at the date of the grant. Once vested, the options remain exercisable up and until the date the option expires (the "Exercise Period"). Options will be issued for consideration comprising the services that are expected to be provided by an eligible person to or for the benefit of the Group. No further monetary or other consideration will be payable in respect of the issue of options under the plan. An option vests only on the satisfaction or waiver of any vesting conditions that apply to those options, on the vesting date.
Unvested options are forfeited if the holder ceases to be an employee of the Group. Each option confers on its holder the right to subscribe for and be issued one ordinary share in the Group at the exercise price. The fair value of the options has been measured using the Black-Scholes formula. The company has recognised in profit or loss the share-based expense of £71,150 (2023: £49,385).
The options vest over a 4 year period, in respect of 25% of the ordinary shares under option on the first anniversary of the vesting commencement date and the remaining 75% of the ordinary shares under option, in equal quarterly instalments over the subsequent 3 year period from the first anniversary of the vesting commencement date.
A reconciliation of movements over the year to 30 June 2024 is shown below:
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 July
966,280
971,562
0.37
0.22
Granted
345,260
76,030
0.80
0.83
Forfeited
(224,916)
(48,812)
0.73
0.62
Exercised
(361,900)
(32,500)
0.36
0.41
Outstanding at 30 June
724,724
966,280
0.69
0.37
Exercisable at 30 June
335,417
679,823
0.75
0.41
DEPUTY EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Alison Nayler BSc FCA
Statutory Auditor:
Azets Audit Services
9
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
249,600
136,800
10
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.
11
Parent company
The immediate parent company is Deputec Pty Ltd and the ultimate parent company is Deputy Group Pty Ltd, both companies are registered in Australia and controlled by the directors.
Deputy Group Pty Ltd prepares group financial statements where the results of Deputy EMEA Limited are included and copies can be obtained from it's principal place of business, Level 13, 580 George St Sydney NSW 2000 Australia.
12
Pension commitments
At the balance sheet date, the company had unpaid defined contribution pension payable of £22,380 (2023: £11,289).