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Registered number: 01984987









IBCOS HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
IBCOS HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
D Salna (resigned 29 March 2023)
B Wilhelm (resigned 29 March 2023)
V Khullar (appointed 29 March 2023)
D Zinman (appointed 29 March 2023)




Company secretary
B Wilhelm



Registered number
01984987



Registered office
Abacus House, Acorn Business Park
Tower Park

Poole

Dorset

BH12 4NZ




Independent auditors
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

45 Pall Mall

London

SW1Y 5JG





 
IBCOS HOLDINGS LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Statement of Comprehensive Income
 
8
Balance Sheet
 
9 - 10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 16


 
IBCOS HOLDINGS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal activity
 
The principal activity of the Company during the period was that of a holding company.

Business review
 
The Company acts as a holding company and therefore has only intercompany revenues relating to investments. We aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. Our review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties we face.
During the year under review, the Company received a dividend from its subsidary of £11,000,000, which was subsequently paid to its parent company.
The directors are of the opinion that risks for the Company are low and manageable. The Company has a diversified portfolio of investments due to the investments held by the Company's direct subsidiary. Each indirect subsidiary has a diversified pool of clients and products, such that no single customer or product or investment will have a disproportionate impact on the results.
The expectation in 2025 is that the Company will no longer be required by the Group, and will be liquidated, with the investment held in IBCOS Computers Limited, being transferred to its parent Company, Perseus Group Software Limited.

Financial key performance indicators
 
The Company makes little use of financial instruments and so its exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss of the Company.


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



................................................
V Khullar
Director

Date: 31 January 2025

Page 1

 
IBCOS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £10,997,000 (2022 - £4,997,750).

During the year dividends of £11,000,000 were paid (2022 - £5,000,000)

Directors

The directors who served during the year were:

D Salna (resigned 29 March 2023)
B Wilhelm (resigned 29 March 2023)
V Khullar (appointed 29 March 2023)
D Zinman (appointed 29 March 2023)

Future developments

There are no future developments affecting the Company

Page 2

 
IBCOS HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditorsHillier Hopkins LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
V Khullar
Director

Date: 31 January 2025

Page 3

 
IBCOS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IBCOS HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Ibcos Holdings Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Emphasis of matter – basis of preparation / financial statements prepared on a basis other thangoing concern


Without qualifying our opinion, we draw attention to basis of preparation set out in note 2.1 in the financial statements. Accounting Standards require that financial statements are drawn up on the going concern basis unless it is considered unlikely that the company will continue operating for the foreseeable future. On the basis that the director considered that it is more likely than not that the company will cease its operations and be dissolved within the forthcoming twelve months, the financial statements have been drawn up on a basis other than going concern as set out in note 2.1. Our opinion is not modified in respect of this matter.





Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4

 
IBCOS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IBCOS HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 set out on page 2, 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.


Page 5

 
IBCOS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IBCOS HOLDINGS LIMITED (CONTINUED)


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities;

any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any chance or instances of non-compliance;
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

the matters discussed among the audit engagement team, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation.
 
Page 6

 
IBCOS HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IBCOS HOLDINGS LIMITED (CONTINUED)




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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 Jacoby FCA (Senior Statutory Auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
45 Pall Mall
London
SW1Y 5JG

31 January 2025
Page 7

 
IBCOS HOLDINGS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Administrative expenses
  
(3,000)
(2,250)

Operating loss
  
(3,000)
(2,250)

Income from shares in group undertakings
  
11,000,000
5,000,000

Profit before tax
  
10,997,000
4,997,750

Profit for the financial year
  
10,997,000
4,997,750

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 16 form part of these financial statements.

Page 8

 
IBCOS HOLDINGS LIMITED
REGISTERED NUMBER: 01984987

BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Fixed assets
  

Investments
 7 
-
6,806,653

  
-
6,806,653

Current assets
  

Current asset investments
  
6,806,653
-

  
6,806,653
-

Creditors: amounts falling due within one year
 9 
(8,460)
(5,460)

Net current assets/(liabilities)
  
 
 
6,798,193
 
 
(5,460)

Total assets less current liabilities
  
6,798,193
6,801,193

  

  

  

Net assets excluding pension asset
  
6,798,193
6,801,193

Net assets
  
6,798,193
6,801,193


Capital and reserves
  

Called up share capital 
 10 
10,100
10,100

Profit and loss account
 11 
6,788,093
6,791,093

  
6,798,193
6,801,193


Page 9

 
IBCOS HOLDINGS LIMITED
REGISTERED NUMBER: 01984987
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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




................................................
V Khullar
Director

Date: 31 January 2025

The notes on pages 12 to 16 form part of these financial statements.

Page 10

 
IBCOS HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022 (As restated)
10,100
6,793,343
6,803,443



Profit for the year
-
4,997,750
4,997,750
Total comprehensive income for the year
-
4,997,750
4,997,750


Contributions by and distributions to owners

Dividends: Equity capital
-
(5,000,000)
(5,000,000)



At 1 January 2023
10,100
6,791,093
6,801,193



Profit for the year
-
10,997,000
10,997,000

Dividends: Equity capital
-
(11,000,000)
(11,000,000)


At 31 December 2023
10,100
6,788,093
6,798,193


The notes on pages 12 to 16 form part of these financial statements.

Page 11

 
IBCOS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

IBCOS Holdings Limited is a limited liability company incorporated in the United Kingdom. Its registered office is Abacus House, Acorn Business Park, Tower Park, Poole, Dorset, BH12 4NZ.
The principal activity of the Company is that of a Holding Company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The Directors plan a group restructure post year end, the Directors have no future plans for the company and expect to cease operations in the foreseeable future.
The Directors, therefore, do not consider that the going concern basis is appropriate for these financial statements and have instead prepared the financial statements on a basis other than going concern. This basis included all assets at their recoverable amounts rather than their historical costs and makes provisions for the costs of disposals of the assets. All assets and liabilities are treated as recoverable and payable within one year.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Constellation Software Inc as at 31 December 2023 and these financial statements may be obtained from Constellation Software Inc. 1200-20 Adelaide Street, East Toronto, ON M5C 2T6, Canada.

Page 12

 
IBCOS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

  
2.6

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

 
2.7

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 13

 
IBCOS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liaiblities, income and expenditure.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historic experience and other assumptions that are considered reasonable in the circumstances. The actual amounts or value may vary in certain instances from the assumptions and esimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if better information is obtained.
Information about assumptions and esimation uncertainties that have a significant risk of resulting in material adjustment within the next financial year are included below.
Critical judgments that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following:
Impairment of non-financial assets
In assessing impairment, management estimates the recoverable amounts of each asset or cash generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates assumptions about future operating results and determination of a suitable discount rate.


4.


Auditors' remuneration

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


As restated
2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements

2,500
1,750


5.


Employees




The directors received remuneration of £nil (2022: £nil) during the year.

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


        2023
        2022
            No.
            No.







Directors
2
2

Page 14

 
IBCOS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Dividends

As restated
2023
2022
£
£


Intercompany dividends
11,000,000
5,000,000

11,000,000
5,000,000


7.


Fixed asset investments





Investments in subsidiary companies

£





At 1 January 2023
6,806,653


Transfer to current asset investments
(6,806,653)



At 31 December 2023
-





8.


Current asset investments

2023
2022
£
£

Shares in group undertakings
6,806,653
-

6,806,653
-



9.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Amounts owed to group undertakings
3,000
3,000

Other creditors
210
210

Accruals and deferred income
5,250
2,250

8,460
5,460


Page 15

 
IBCOS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Share capital

As restated
2023
2022
£
£
Allotted, called up and fully paid



10,000 (2022 - 10,000) Ordinary A shares shares of £1.00 each
10,000
10,000
100 (2022 - 100) Ordinary B shares shares of £1.00 each
100
100

10,100

10,100



11.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.


12.


Related party transactions

As permitted by FRS 101, related party transactions with wholly owned members of the Constellation Software Inc group have not been disclosed.


13.


Prior year adjustment

After the Balance Sheet date, a resolution was proposed and approved by the Directors and Shareholder to confirm that the balance within other reserves should be and should have always been treated as a distributable reserve. As such, the reserve has been transferred from other reserves into the profit and loss account. As a result of this adjustment, the profit and loss account for the period ended 31 December 2022 have increased by £6,801,653.


14.


Controlling party

At 31 December 2022 the Company's immediate parent company was Perseus Group Software Ltd, a company incorporated in the United Kingdom.
The largest and smallest group in which the results are consolidated is that headed by Constellation Software Inc., a Company incorporated in Canada, which is the ultimate controlling party of the Company at the date of signing these financial statements.
The consolidated accounts of Constellation Software Inc are available to the public and may be obtained from Constellation Software Inc. 1200-20 Adelaide Street, East Toronto, ON M5C 2T6, Canada.

 
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