Registered number: 09440080
SWT SOFTWARE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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SWT SOFTWARE LIMITED
REGISTERED NUMBER: 09440080
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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SWT SOFTWARE LIMITED
REGISTERED NUMBER: 09440080
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2024
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 January 2025.
The notes on pages 3 to 15 form part of these financial statements.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
SWT Software Limited is a private company limited by shares incorporated in England and Wales. The registered office is 105 Hallam Street, London, W1W 5HE. The principal place of business is 29-31 Saffron Hill, London, EC1N 8SW.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
SWT Software Limited is a growing business that is funded by loans from its parent Company, The Work Tech Group Ltd, and which also relies on claiming R&D tax credits from HMRC in respect of the considerable expenditure incurred in the development of the Company's innovative products. The strategy of the parent Company is to continue to support the growth of the business as the Company secures more high profile customers, the recurring revenue from whom is paid on a monthly basis. The Work Tech Group has given commitments that it will not require any loan repayments or licence fees for the parent Company's intellectual property to be paid by SWT Software Ltd until the Company is sufficiently cash generative to support the payments. Accordingly, the directors believe it is appropriate to prepare the financial statements on the going concern basis.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Turnover is recognised at the fair value of the consideration received or receivable for equipment and software services provided in the normal course of business, and is shown net of VAT.
Revenue from software licence fees are recognised over the contract period of use and based on the number of units in operation.
Revenue from the sale of scanners and other equipment is recognised when the goods are delivered to the customer.
Development income is recognised when the software is provided to the customer.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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Software development costs
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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The average monthly number of employees, including directors, during the year was 25 (2023 - 31).
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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Software develop- ment costs
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Charge for the year on owned assets
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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Charge for the year on owned assets
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Bank loans are secured by a first debenture over all the assets of the group and a cross guarantee between all group companies.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Bank loans are secured by a first debenture over all the assets of the group and a cross guarantee between all group companies.
Included within amounts owed to group undertakings is a loan of £450,000 (2023 - £450,000) secured by a fixed and floating charge over the company assets.
Included within other creditors is a loan of £540,000 (2023 - £540,000) secured by a fixed and floating charge over the company assets.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
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Bank loans falling due after five years are repayable by 60 monthly instalments commencing June 2023 and interest is charged at a rate of base rate plus 5% per annum.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Amounts falling due after more than 5 years
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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The parent Company, Work Tech Group Ltd has granted Enterprise Management Incentive (EMI) options.
Directors and staff are granted options at the parent company's discretion. EMI options have been granted in four tranches.
A tranche of options of 289 shares was granted to staff members on 30 August 2019 and has a 3 year vesting period to 30 August 2022. The estimated fair value of each option granted is £433.57. The estimated fair value was calculated with reference to the valuation agreed with HMRC. If any individual leaves the company before the exercise of their options then their options lapse.
There are no performance conditions attaching to the scheme. The exercise price is £1,734.28 per share.
A tranche of options of 337 shares was granted to staff members on 30 November 2020 and has a 3 year vesting period to 30 November 2023. The estimated fair value of each option granted is £294.28. The estimated fair value was calculated with reference to the valuation agreed with HMRC. If any individual leaves the company before the exercise of their options then their options lapse.
There are no performance conditions attaching to the scheme. The exercise price is £1,185.80 per share.
A tranche of options of 646 shares was granted to staff members on 27 October 2021 and has a 3 year vesting period to 26 October 2024. The estimated fair value of each option granted is £289.30. The estimated fair value was calculated with reference to the valuation agreed with HMRC. If any individual leaves the company before the exercise of their options then their options lapse.
There are no performance conditions attaching to the scheme. The exercise price is £1,112.68 per share.
A tranche of options of 302 shares was granted to staff members on 5 January 2023 and has a 3 year vesting period to 4 January 2026. The estimated fair value of each option granted is £479.44. The estimated fair value was calculated with reference to the valuation agreed with HMRC. If any individual leaves the company before the exercise of their options then their options lapse.
There are no performance conditions attaching to the scheme. The exercise price is £1,917.77 per share.
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Weighted average exercise price (pence)
2024
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Weighted average exercise price
(pence)
2023
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
11.Share-based payments (continued)
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During the year, the Company recognised total share-based payment expenses of £108,150 (2023 - £102,110) which related to equity settled share based payment transactions.
This is on the basis that the EMI options have been granted solely for the benefit of the Companys' employees.
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The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £26,916 (2023 - £25,093). Contributions totalling £15,886 (2023 - £9,303) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 January 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Related party transactions
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The Company has taken advantage of the exemption under paragraph 33.1A of FRS 102 and has not disclosed transactions with other wholly owned group companies.
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The parent Company of SWT Software Limited is The Work Tech Group Ltd, a Company which was incorporated in the British Virgin Islands, and as a result is required to maintain a registered office in that territory.
The Work Tech Group Ltd is a UK resident by reason of the central management and control of the company taking place in the United Kingdom.
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SWT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
The auditors' report on the financial statements for the year ended 31 January 2024 was unqualified.
The audit report was signed on 28 January 2025 by Andrew McCall (Senior statutory auditor) on behalf of Langtons Professional Services Limited.
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