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Registered number: 01444873









IBCOS COMPUTERS LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
IBCOS COMPUTERS LTD
 
 
COMPANY INFORMATION


Directors
V Khullar (appointed 29 March 2023)
B J Wilhelm (resigned 1 January 2024)
D Zinman (appointed 29 March 2023)
D J Salna (resigned 29 March 2023)




Company secretary
Heather Pruger



Registered number
01444873



Registered office
Abacus House
Acorn Business Park

Tower Park

Poole

Dorset

BH12 4NZ




Independent auditor
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

Ground Floor

45 Pall Mall

London

SW1Y 5JG





 
IBCOS COMPUTERS LTD
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditor's Report
 
4 - 7
Statement of Comprehensive Income
 
8
Balance Sheet
 
9 - 10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 27


 
IBCOS COMPUTERS LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report and financial statements for the year ended 31 December 2023.

Business review
 
IBCOS Computers Ltd ("Company") is a wholly owned subsidiary of Constellation Software Inc. a Canadian company listed on the Toronto Stock Exchange ("TSX").
IBCOS Computers Ltd develops business management software for machinery dealerships in the United Kingdom and Ireland.
The directors are satisfied with the performance of the Company in 2023, as the Company continued its consistent improvement, with increases in both revenue and profitability. The company has seen a slight change in its sales mix, which has resulted in an decrease in gross margin from 63.9% in 2022 to 59.1.% in 2023. The expenses continue to be well controlled with a slight increase from the 2022 levels.
The Company has not entered into any further business combinations, but the Directors are open to further acquisitions in the future.
The results for 2024 and the forecasted results for 2025 indicate a consistent improvement financial performance, as the Company. The cost control exercise undertaken during the pandemic has proved to be effective for the continued profitability of the Company.

Principal risks and uncertainties
 
The directors are of the opinion that risks for the business are low and manageable. The company has a diverse product range and a wide range of clients, such that no single client or product would have a disproportionate impact on the results. A large proportion of the revenue relates to long term recurring business rather than short term project revenue that is less predictable. The most significant risk remains the economic conditions with the Agricultural, Construction and Groundcare Dealer markets.

Financial key performance indicators
 
The key performance indicators are those defined by the Parent Company and wider group to manage the business. These are considered to be Sales, Growth in Gross Margin, EBITDA and Core Ration (a measure of profit sustainability).
The Company has acheived in an increase in sales of 5.3% from £9,868,156 in 2022 to £10,453,045 in 2023.


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



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

Date: 5 February 2025

Page 1

 
IBCOS COMPUTERS LTD
 
 
 
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 £3,502,059 (2022 - £3,340,392).

During the year, the company paid a dividend of £11,000,000 (2022 - £5,000,000).

Directors

The directors who served during the year were:

V Khullar (appointed 29 March 2023)
B J Wilhelm (resigned 1 January 2024)
D Zinman (appointed 29 March 2023)
D J Salna (resigned 29 March 2023)

Future developments

Future developments concentrate on developing further add-ons that integrate with our core product. The developments are very customer focused to ensure their relevance.

Page 2

 
IBCOS COMPUTERS LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

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

Auditor

The auditor, Hillier 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: 5 February 2025

Page 3

 
IBCOS COMPUTERS LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IBCOS COMPUTERS LTD
 

Opinion


We have audited the financial statements of IBCOS Computers Ltd (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 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 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.


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.


Page 4

 
IBCOS COMPUTERS LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IBCOS COMPUTERS LTD (CONTINUED)


Other information


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 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.


Page 5

 
IBCOS COMPUTERS LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IBCOS COMPUTERS LTD (CONTINUED)


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.


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.


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.
 
Page 6

 
IBCOS COMPUTERS LTD
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IBCOS COMPUTERS LTD (CONTINUED)


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.


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 Auditor's 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 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 Jacoby FCA (Senior Statutory Auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
Ground Floor
45 Pall Mall
London
SW1Y 5JG

5 February 2025
Page 7

 
IBCOS COMPUTERS LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
10,453,045
9,868,156

Cost of sales
  
(4,375,324)
(3,563,982)

Gross profit
  
6,077,721
6,304,174

Administrative expenses
  
(2,560,000)
(2,502,131)

Operating profit
 5 
3,517,721
3,802,043

Income from fixed assets investments
  
892,715
-

Profit before tax
  
4,410,436
3,802,043

Tax on profit
 9 
(908,377)
(461,651)

Profit for the financial year
  
3,502,059
3,340,392

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

The notes on pages 12 to 27 form part of these financial statements.

Page 8

 
IBCOS COMPUTERS LTD
REGISTERED NUMBER: 01444873

BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Fixed assets
  

Tangible assets
 11 
686,667
93,867

Investments
 12 
9,552,834
9,552,834

  
10,239,501
9,646,701

Current assets
  

Stocks
 13 
68,279
89,431

Debtors
 14 
10,530,401
17,339,155

Cash at bank and in hand
 15 
879,394
428,034

  
11,478,074
17,856,620

Creditors: amounts falling due within one year
 16 
(16,483,328)
(15,240,792)

Net current (liabilities)/assets
  
 
 
(5,005,254)
 
 
2,615,828

Total assets less current liabilities
  
5,234,247
12,262,529

  

Creditors: amounts falling due after more than one year
 17 
(1,256,205)
(786,546)

  
3,978,042
11,475,983

Provisions for liabilities
  

Deferred taxation
 19 
(23,446)
(23,446)

  
 
 
(23,446)
 
 
(23,446)

  

Net assets excluding pension asset
  
3,954,596
11,452,537

Net assets
  
3,954,596
11,452,537


Capital and reserves
  

Called up share capital 
 20 
5,000
5,000

Profit and loss account
 21 
3,949,596
11,447,537

  
3,954,596
11,452,537


Page 9

 
IBCOS COMPUTERS LTD
REGISTERED NUMBER: 01444873
    
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 on 5 February 2025.




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

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
IBCOS COMPUTERS LTD
 

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)
5,000
13,107,145
13,112,145


Comprehensive income for the year

Profit for the year
-
3,340,392
3,340,392

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



At 1 January 2023
5,000
11,447,537
11,452,537


Comprehensive income for the year

Profit for the year
-
3,502,059
3,502,059

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


At 31 December 2023
5,000
3,949,596
3,954,596


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

IBCOS Computers Limited is a limited liability company incorporated and registered in England and Wales. Its registered office is Abacus House, Acorn Business Park, Tower Park, Poole, Dorset, BH12 4NZ.
The principal activity of the company is that of the development of business management software for machinery developments in the United Kingdom and Ireland.

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 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 requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
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.

 
2.3

Going concern

The financial statements show net current liabilities of £4,981,709 (2022 - net current assets of £2,598,762) which  indicate that the Company may not be a going concern. The Company has the support of other members  of its group that will not require its loan of £12,610,885 (2022 - £11,562,011) to be repaid until it has the available finances. On this basis, the directors believe that the going concern basis is appropriate.

Page 12

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Software licences are recognised on delivery of the software licence. Consultancy and service revenue provided on a time and materials basis are recognised when the service has been performed. For services provided on a fixed fee basis, revenue is recognised proportionately to the percentage of planned costs incurred. Maintenance and warranty renewals are recognised ratably over the period of the contract. Hardware sales are recognised upon shipment.
When a contract consists of various components that operate independently of each other, the company recognises revenue on each component as if it were and individual contract.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 13

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Pensions

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Current and deferred taxation

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 balance sheet 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 balance sheet 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 balance sheet date.


 
2.9

Tangible fixed assets

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.

Page 14

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.9
Tangible fixed assets (continued)

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:

Motor vehicles
-
25% straight line
Computer equipment
-
20 - 25% straight line

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.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Stocks

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 balance sheet 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.

 
2.12

Debtors

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.

 
2.13

Cash and cash equivalents

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.

 
2.14

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.

Page 15

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.15

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.
Fair value through profit or loss
All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 
Impairment of financial assets
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.16

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 16

 
IBCOS COMPUTERS LTD
 
 
 
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:
Deferred tax assets
The recognition of deferred tax assets is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognise deferred tax assets depends on many factors, including the copmany's ability to generate such profits and the implementation of effective tax planning strategies. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets.
Provisions
In recognising provisions, the company evaluates the extent to which it is probable that it hs incurred as legal or constructive obligation in respect of the past events and the probability that there will be an outflow of benefits as a result. The judgments used to recognise provisions are based on currently known factors which may vary over time, resulting in changes in the measurement of recorded amounts as compared to initial estimates.
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.
Useful economic lives of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets.
Impairment of trade receivables
The company makes an estimate of recoverable value of trade and other debtors. When assessing impairment of trade and other receivalbes, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience.

Page 17

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


As restated
2023
2022
£
£

Support and maintenance
10,134,814
9,221,239

Intercompany
318,231
646,917

10,453,045
9,868,156


Analysis of turnover by country of destination:

As restated
2023
2022
£
£

United Kingdom
10,134,814
9,221,239

Rest of the world
318,231
646,917

10,453,045
9,868,156



5.


Operating profit

The operating profit is stated after charging:

As restated
2023
2022
£
£

Depreciation of tangible fixed assets
114,739
94,278

Exchange differences
(27,387)
101,130

Defined contribution pension cost
285,434
198,356

Page 18

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditor's remuneration

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


As restated
2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
18,000
19,250

Fees payable to the Company's auditor in respect of:

Taxation compliance services
2,000
3,750

All non-audit services not included above
2,100
2,000


7.


Employees

Staff costs were as follows:


As restated
2023
2022
£
£

Wages and salaries
3,746,199
3,292,644

Social security costs
421,638
447,972

Cost of defined contribution scheme
285,434
198,356

4,453,271
3,938,972


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


        2023
        2022
            No.
            No.







Employees
80
80


8.


Income from investments

2023
2022
£
£





Dividends received from unlisted investments
892,715
-

892,715
-


Page 19

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


As restated
2023
2022
£
£

Corporation tax


Current tax on profits for the year
902,842
560,959

Adjustments in respect of previous periods
5,535
(97,544)


908,377
463,415


Total current tax
908,377
463,415

Deferred tax


Origination and reversal of timing differences
-
(1,764)

Total deferred tax
-
(1,764)


Tax on profit
908,377
461,651

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

As restated
2023
2022
£
£


Profit on ordinary activities before tax
4,410,436
3,802,043


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
1,036,452
722,388

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
721
(9,875)

Capital allowances for year in excess of depreciation
15,711
10,054

Adjustments to tax charge in respect of prior periods
5,535
(97,544)

Other timing differences leading to an increase (decrease) in taxation
-
(1,764)

Other differences leading to an increase (decrease) in the tax charge
1,350
(38)

Group relief
(151,392)
(161,570)

Total tax charge for the year
908,377
461,651
Page 20

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


10.


Dividends

As restated
2023
2022
£
£


Dividends paid
11,000,000
5,000,000

11,000,000
5,000,000


11.


Tangible fixed assets





Freehold property
Motor vehicles
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
254,997
120,672
275,978
651,647


Additions
552,066
132,384
23,089
707,539


Disposals
(254,997)
-
(1,189)
(256,186)



At 31 December 2023

552,066
253,056
297,878
1,103,000



Depreciation


At 1 January 2023
210,640
102,191
244,949
557,780


Charge for the year on owned assets
54,211
47,478
13,050
114,739


Disposals
(254,997)
-
(1,189)
(256,186)



At 31 December 2023

9,854
149,669
256,810
416,333



Net book value



At 31 December 2023
542,212
103,387
41,068
686,667



At 31 December 2022
44,357
18,481
31,029
93,867

Page 21

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           11.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


As restated
2023
2022
£
£

Freehold
542,212
44,357

542,212
44,357



12.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
9,552,834



At 31 December 2023
9,552,834





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Mediqal Health Informatics Limited
Ordinary
100%
Clinical Computing (UK) Limited
Ordinary
100%
Eurocon MOPSsys Inc
Ordinary
100%
Catalyst Computer Systems Limited
Ordinary
100%
Selectapension (2013) Limited
Ordinary
100%

Page 22

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Stocks

As restated
2023
2022
£
£

Finished goods and goods for resale
68,279
89,431

68,279
89,431



14.


Debtors

As restated
2023
2022
£
£

Due after more than one year

Prepayments and accrued income
203,643
214,231

203,643
214,231

Due within one year

Trade debtors
1,369,975
2,553,604

Amounts owed by group undertakings
8,150,177
13,867,552

Other debtors
239,595
269,947

Prepayments and accrued income
567,011
433,821

10,530,401
17,339,155



15.


Cash and cash equivalents

As restated
2023
2022
£
£

Cash at bank and in hand
879,394
428,034

Less: bank overdrafts
(5,116)
(4,975)

874,278
423,059


Page 23

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Bank overdrafts
5,116
4,975

Trade creditors
50,145
200,818

Amounts owed to group undertakings
12,553,109
11,544,945

Other taxation and social security
464,460
446,986

Lease liabilities
89,578
72,253

Other creditors
752
21,996

Accruals and deferred income
3,320,168
2,948,819

16,483,328
15,240,792



17.


Creditors: Amounts falling due after more than one year

As restated
2023
2022
£
£

Lease liabilities
558,757
-

Accruals and deferred income
697,448
786,546

1,256,205
786,546


Page 24

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Financial instruments

As restated
2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
879,394
428,034

Financial assets that are debt instruments measured at amortised cost
9,570,977
16,474,081

10,450,371
16,902,115


Financial liabilities


Financial liabilities measured at amortised cost
(13,247,292)
(12,244,778)


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors and amounts due from group undertakings.


Financial liabilities measured at amortised cost comprise trade and other creditors and amounts due to group undertakings.


19.


Deferred taxation




2023


£






At beginning of year
(23,446)



At end of year
(23,446)

The provision for deferred taxation is made up as follows:

As restated
2023
2022
£
£


Accelerated capital allowances
(23,446)
(23,446)

(23,446)
(23,446)

Page 25

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share capital

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



5,000 (2022 - 5,000) Ordinary shares of £1.00 each
5,000
5,000



21.


Reserves

Profit and loss account

Includes all current and prior year retained profits and losses.
As has been disclosed in note 23, the comparative balance in the profit and loss account has been adjusted to account for the reclassification of other reserves as distributable reserves. As a result, the profit and loss account for 2022 increased by £7,441,357.


22.


Pension commitments

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 £284,551 (2022 - £198,356) . Contributions totalling £32,370 (2022 - £31,807) were payable to the fund at the balance sheet date and are included in creditors.


23.


Controlling party

The immediate parent company is IBCOS Holdings Limited, a company incorported in England and Wales, which owns 100% of the issued share capital of IBCOS Computers Limited.
The ultimate parent company and controlling party is Constellation Software Inc., a company incorporated in Canada and listed on the Toronto Stock Exchange. The smallest and largest consolidated accounts that include IBCOS Computers Limited are the Constellation Sotrware Inc. group accounts.
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.

Page 26

 
IBCOS COMPUTERS LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Prior year adjustment

Two prior year adjustments have been noted as required during the course of the preparation of these financial statements, which are as follows:
 1) 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 £7,441,357.
 2) It has come to the attention of the directors that a payment made in 2019 in relation to a subsidiary, Eurocon MOPSsys AB ("MOPS"), was in fact part of the deferred consideration for the entity on acquisition. Previously this has been included within the intercompany loan account with MOPS, rather than as part of the investment value. As such, the value of the investment for the period ended 31 December 2022 has been increased by £597,425. There is no impact on the profit and loss account for the period ended 31 December 2022.






 
Page 27