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Company registration number: 09707660







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JULY 2024


FDMUK LIMITED






































                       

 


FDMUK LIMITED
 


 
COMPANY INFORMATION


Directors
Dr R Hankin (resigned 6 July 2024)
D Nelmes (appointed 6 July 2024)
R Hankin (appointed 6 July 2024)




Registered number
09707660



Registered office
8 Devonshire Square

London

EC2M 4YJ




Independent auditors
RSM UK Audit LLP

25 Farrington Street

London

EC4A 4AB





 


FDMUK LIMITED
 



CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 5
Independent Auditors' Report
6 - 9
Statement of Income and Retained Earnings
10
Statement of Financial Position
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 24

 


FDMUK LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024

Introduction
 
The Directors present the Strategic report for the year ended 31 July 2024.

Fair review of the business
 
We aim to present a balanced view on the position of the company at the end of the year that is consistent with the size and complexity of the business.
Full year revenues increased by 9.74% compared to the prior year as the company continued to develop relationships with our key clients, increasing the level of engagement through new products and services.
Costs of Sales increased by 20.89% on the prior year as the business invested in new hires to support our growth aspirations, resulting in an increase in gross profit of 7.13% compared to the prior year with a gross profit margin of 79%.
Operating profit also increased on the prior year by 28.68% an operating profit margin of 63%.
The company deployed more effective working capital management which has seen a reduction in trade debtors and accrued income balances and an increase in deferred income and accruals.
This improvement in working capital management has resulted in an increase in cash of £3.25m.
General trading performance remains strong with further growth expected in 2025.

Principal risks and uncertainties
 
The directors believe that the company's growth principles are sound in that the products and services the company offers to the market are critical to its customers and remain in demand.
The ability to retain its clients
The principal risk to the group arises from its ability to retain its clients. The group has a reputation for providing high quality market intelligence services to its clients which are embedded with their businesses to understand pricing and sales performance. The group has high client retention rates with clients signed up on multi year contracts.
Financial risk management
For the current financial year, the company has identified risks arising from its use of various financial instruments. These includes cash and items such as trade debtors and trade creditors that arise directly from its operations. These financial instruments exposure the business to several risks described in more detail below. The directors review and agree on policies for managing each of these risks. Policies have remained unchanged from previous years.
The company has some credit risk which is minimised by the number of long established customers and an emphasis on good credit management. 
The company policy is to ensure continuity of liquidity through effective management of its current assets and liabilities, therefore reducing the company's liquidity and cash flow risk. 
The company is also not exposed to significant foreign currency risk or interest rate risk.

Page 1

 


FDMUK LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Financial key performance indicators
 
The company's key financial performance indicators during the year were as follows:
                                                  
   Unit                               2024                                 2023
Revenue                                 £ million                              7.294                                6.646
Gross profit                            £ million                              5.764                                5.380
Operating profit                      £ million                              4.576                                3.195
Cash at bank                          £ million                              5.967                                2.716
 

Other information and explanations
 
Future developments
The directors are confident that the business will continue to grow as a result of its reputation for providing high quality products and services which remain in high demand.
The directors have also considered the impact of inflation, geo political issues and international conflict and do not believe that the business will be materially impact by these factors or other changes in the macro-economic environment.


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



Dr R Hankin
Director

Date: 16 December 2024

Page 2

 


FDMUK LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024

The directors present their report and the financial statements for the year ended 31 July 2024.

Principal activities
FDMUK Limited is a leading provider of market intelligence, specialising in pricing, sales performance insights and consulting to customers in the UK telco sector.
Change of ownership
On the 6th July 2024 the entire share capital of FDMUK Limited was acquired by Dedomena Topco Limited, as part of a PE funded Buy Out by Inflextion Equity Partners LLP. The acquisition has been funded by a combination of cash, issuance of new shares and loan notes in Dedomena Topco Limited.
Going Concern
The directors believe the Company to be a going concern and the financial statements have been prepared on that basis. For the year ending 31 July 2024 the Company made an operating profit of £4,579,593 and as at 31 July 2024 had net current assets of £6,873,963 and cash of £5,967,473 on its balance sheet.
The directors produce forecasts which are regularly reviewed to reflect the current economic environment, together with macro events and factors. The directors have prepared forecasts covering the period to December 2025 and have not identified any cash flow shortfalls or other working capital issues on review. 
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.


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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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 £3,615,554 (2023 - £2,266,979).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Page 3

 


FDMUK LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Directors

The directors who served during the year were:

Dr R Hankin (resigned 6 July 2024)
D Nelmes (appointed 6 July 2024)
R Hankin (appointed 6 July 2024)

Future developments

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Strategic Report. The matters covered in the Strategic Report are financial risk management and future developments in the business.

Research and development activities

During the normal course of business, the company continues to invest in new technology and systems and to develop new products and services to strengthen its customer proposition.

Qualifying third party indemnity provisions

The Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

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.

Page 4

 


FDMUK LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024


Auditors

The auditors, RSM UK Audit LLP, Chartered Accountants, have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

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





R Hankin
Director

Date: 16 December 2024

Page 5

 


FDMUK LIMITED
 


 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FDMUK LIMITED

Opinion


We have audited the financial statements of FDMUK Limited (the 'Company') for the year ended 31 July 2024, which comprise the statement of income and retained earnings, the statement of financial position, statement of cash flows and notes to the financial statements, including significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland (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 July 2024 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Other matter - Prior period financial statements not audited
The company was exempt from audit in the year ended 31 July 2023 and consequently the corresponding figures are unaudited.


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 6

 


FDMUK LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FDMUK 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 3, 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 7

 


FDMUK LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FDMUK 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.


The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.  

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.  
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team: 
        • obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that
            the company operates in and how the company is complying with the legal and regulatory framework;
        • inquired of management, and those charged with governance, about their own identification and assessment of the
            risks of irregularities, including any known actual, suspected or alleged instances of fraud;
        • discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment
            of how and where the financial statements may be susceptible to fraud. 
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations.  We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.
The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud.  Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied in the preparation of the financial statements and recalculation of revenue recognised for the year and deferred income at 31 July 2024 for a sample of customers.


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.


Page 8

 


FDMUK LIMITED



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

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.





Sophie Depper (Senior Statutory Auditor)
  
for and on behalf of RSM UK Audit LLP, Statutory Auditor
 
Chartered Accountants
25 Farrington Street
London
EC4A 4AB

16 December 2024
Page 9

 


FDMUK LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JULY 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
7,293,820
6,646,001

Cost of sales
  
(1,529,673)
(1,265,541)

Gross profit
  
5,764,147
5,380,460

Administrative expenses
  
(1,184,554)
(2,177,729)

Operating profit
  
4,579,593
3,202,731

Interest payable and similar expenses
 10 
(3,025)
(7,943)

Profit before tax
  
4,576,568
3,194,788

Tax on profit
 11 
(961,014)
(927,809)

Profit after tax
  
3,615,554
2,266,979

Retained earnings
  

Retained earnings at the beginning of the year - as previously stated
  
3,261,189
638,239

Prior year adjustment
  
-
355,971

Retained earnings beginning of the year - as restated
  
3,261,189
994,210

  

Profit for the year
  
3,615,554
2,266,979

Retained earnings at the end of the year
  
6,876,743
3,261,189
The notes on pages 14 to 24 form part of these financial statements.

Page 10

 


FDMUK LIMITED
REGISTERED NUMBER:09707660



STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
2,781
5,460

  
2,781
5,460

Current assets
  

Debtors: amounts falling due within one year
 13 
5,899,314
3,569,689

Cash at bank and in hand
  
5,967,473
2,715,833

  
11,866,787
6,285,522

Creditors: amounts falling due within one year
 14 
(4,992,824)
(3,029,693)

Net current assets
  
 
 
6,873,963
 
 
3,255,829

Total assets less current liabilities
  
6,876,744
3,261,289

  

Net assets
  
6,876,744
3,261,289


Capital and reserves
  

Called up share capital 
  
1
100

Retained earnings
  
6,876,743
3,261,189

  
6,876,744
3,261,289


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




R Hankin
Director

Date: 16 December 2024

The notes on pages 14 to 24 form part of these financial statements.

Page 11

 


FDMUK LIMITED
 



STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
3,615,554
2,266,979

Adjustments for:

Depreciation of tangible assets
2,680
3,073

Interest paid
3,025
7,943

Taxation charge
961,014
927,809

Decrease/(increase) in debtors
683,719
(1,107,830)

Increase in creditors
2,097,472
202,592

Corporation tax (paid)
(1,095,355)
(107,924)

Net cash generated from operating activities

6,268,109
2,192,642


Cash flows from investing activities

Purchase of tangible fixed assets
-
(2,665)

Proceeds from repayment of directors loans
928,524
-

(Increase)/decrease in amounts owed by group companies
(3,941,868)
-

Net cash from investing activities

(3,013,344)
(2,665)

Cash flows from financing activities

Adjustment of ordinary shares
(99)
-

Interest paid
(3,026)
(7,943)

Net cash used in financing activities
(3,125)
(7,943)

Net increase in cash and cash equivalents
3,251,640
2,182,034

Cash and cash equivalents at beginning of year
2,715,833
533,799

Cash and cash equivalents at the end of year
5,967,473
2,715,833


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,967,473
2,715,833

5,967,473
2,715,833




£3.9m was advanced to the immediate parent during the year.

The notes on pages 14 to 24 form part of these financial statements.

Page 12

 


FDMUK LIMITED
 



ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JULY 2024




At 1 August 2023
Cash flows
At 31 July 2024
£

£

£

Cash at bank and in hand

2,715,833

3,251,640

5,967,473

Debt due within 1 year

(431)

(4,408)

(4,839)


2,715,402
3,247,232
5,962,634

The notes on pages 14 to 24 form part of these financial statements.

Page 13

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

1.


General information

FDMUK Limited is a private company, limited by shares, incorporated in England and Wales. The
company's registered number and registered office address can be found on the Company Information page.
The Company's functional and presentational currency is GBP.

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 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

Going concern

The directors believe the Company to be a going concern and the financial statements have been prepared on that basis. For the year ending 31 July 2024 the Company made an operating profit of £4,579,593 and as at 31 July 2024 had net current assets of £6,873,963 and cash of £5,967,473 on its balance sheet.
The directors produce forecasts which are regularly reviewed to reflect the current economic environment, together with macro events and factors. The directors have prepared forecasts covering the period to December 2025 and have not identified any cash flow shortfalls or other working capital issues on review. 
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.3

Turnover

Turnover comprises revenue recognised by the company in respect of services supplied during the period, exclusive of value added tax and trade discounts. Turnover is recognised on a straight line basis over the period the customer subscribes to the company's services. Any amounts invoiced in advance of the subscription period are carried forward within deferred income.

 
2.4

Operating leases

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease are consumed.

 
2.5

Research and development

Research and development expenditure is written off against profits in the year in which it is incurred.

 
2.6

Finance costs

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.

Page 14

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

  
2.7

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the  employee’s services are received.

 
2.8

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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Taxation

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.

  
2.10

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at
the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is
also recognised in other comprehensive income.

 
2.11

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 15

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)


2.11
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:

Computer equipment
-
3 years

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.

 
2.12

Debtors

Short-term debtors are measured at transaction price, 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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.14

Creditors

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.
 

 
2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets and liabilities
Basic financial assets and liabilities, which include trade and other receivables, cash and bank balances, trade payables and other liabilities are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables and payables due with the operating cycle fall into this category of financial instruments.



 
Page 16

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)


2.15
Financial instruments (continued)

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s contractual obligations are discharged, cancelled, or they expire.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
 

 
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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses.
Recoverability of amounts owed by group companies
At the end of each reporting period, management assess whether there are any indicators the intercompany debtors are not fully recoverable. Factors taken into consideration the basis upon which the amount due will be settled.

Page 17

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

4.


Turnover

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


2024
2023
£
£

Subscription and consultancy fees
7,293,820
6,646,001

7,293,820
6,646,001


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
6,680,414
5,912,563

Rest of Europe
433,100
435,467

Rest of the world
180,306
297,971

7,293,820
6,646,001



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Research & development charged as an expense
-
-

Exchange differences
-
-

Other operating lease rentals
-
-

Depreciation of tangible fixed assets
2,680
3,073


6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
53,000
-

Page 18

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
1,451,280
1,027,721

Social security costs
164,478
112,144

Cost of defined contribution scheme
29,000
10,852

1,644,758
1,150,717


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


        2024
        2023
            No.
            No.







Employees
30
15


8.


Directors' remuneration

2024
2023
£
£

Remuneration for qualifying services
117,000
-

Company contributions to defined contribution pension schemes
220
-

117,220
-


The number of directors for whom retirement benefits are accruing under defined contribution schemes amount to 2 (2023 – nil).


9.


Key management personnel

2024
2023
£
£



Remuneration for qualifying services
300,000
186,510

Company contributions to defined contribution pension schemes
2,642
2,642

302,642
189,152

Page 19

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
3,025
7,943

3,025
7,943


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,268,500
680,597

Adjustments in respect of previous periods
(307,486)
247,212


961,014
927,809


Total current tax
961,014
927,809

Deferred tax

Total deferred tax
-
-


Tax on profit
961,014
927,809
Page 20

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 21.01%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
4,576,568
3,194,788


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.01%)
1,144,117
671,081

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
122,674
9,452

Fixed asset differences
(133)
-

Adjustments to tax charge in respect of prior periods
(307,549)
247,212

Remeasurement of deferred tax for changes in tax rates
-
(12)

Movement in deferred tax not recognised
1,905
76

Total tax charge for the year
961,014
927,809


12.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 August 2023
21,762



At 31 July 2024

21,762



Depreciation


At 1 August 2023
16,301


Charge for the year on owned assets
2,680



At 31 July 2024

18,981



Net book value



At 31 July 2024
2,781



At 31 July 2023
5,460

Page 21

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

13.


Debtors

2024
2023
£
£


Trade debtors
1,480,905
1,936,433

Amounts owed by group undertakings
3,941,868
-

Other debtors
321,018
928,524

Prepayments and accrued income
155,523
704,732

5,899,314
3,569,689


Amounts owed by group undertakings are repayable on demand, interest-free and unsecured


14.


Creditors: Amounts falling due within one year

As restated
2024
2023
£
£

Trade creditors
1,032,249
-

Corporation tax
868,041
1,002,382

Other taxation and social security
387,213
574,820

Other creditors
5,091
431

Accruals and deferred income
2,700,230
1,452,060

4,992,824
3,029,693



15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 10,000) Ordinary shares of £0.01 each
1
100

The ordinary shares each carry full voting rights, dividend and capital distribution rights, including on winding up.
Share capital has been correctly presented as £1 in the current period, the prior year has not been restated as it is not material.



16.


Reserves

Retained earnings

The retained earnings represents the accumulated profits or losses made by the Company net of distributions to the owners.

Page 22

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

17.


Prior year adjustment

During the current year the company has identified a misstatement in respect of its other tax and social security liability at 31 July 2023 and 31 July 2022, whereby the liability was not reflective of the underlying records. On the basis this is deemed to be material to the 31 July 2023 financial statements, retained earnings at 1 August 2022 have been corrected.
ole3271.png


18.


Retirement benefit schemes

Defined contribution schemes 
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. Charges to the profit of loss of £29,000 (2023: £10,852) were incurred during the year. Contributions totalling £4,839 (2023: £431) were payable to the fund at the year end and are included in creditors.


19.


Commitments under operating leases

The Company had no commitments under non-cancellable operating leases at the reporting date.


20.


Transactions with directors

As at the year end the director owed the company £nil (2023: £928,524). The loan was undated and interest free. 


21.


Related party transactions

During the year the company incurred expenses from entities providing key management personnel services to the company of £nil (2023: £1,391,098). At 31 July 2024 £nil was outstanding (2023: £nil).
In addition, as part of the acquisition by Inflexion Private Equity LLP, the company paid consideration to the FDMUK shareholders of £2,210,640. This will be reimbursed by Dedomena Bidco Limited in subsequent periods.

Page 23

 


FDMUK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

22.


Controlling party

The Company's immediate parent company is Dedomena Bidco Limited, a company incorporated in England and Wales. The ultimate parent company is Dedomena Topco Limited, a company incorporated in England and Wales.
The smallest and largest group in which the results of the company will be consolidated is Dedonmena Topco Limited for the year ended 31 July 2025.
The directors consider Inflexion Private Equity Partners LLP to be the ultimate controlling party, due to its majority indirect shareholding in Dedomena Topco Limited.

Page 24