Company registration number 09679181 (England and Wales)
PEPPERMINT TECHNOLOGY HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PEPPERMINT TECHNOLOGY HOLDINGS LTD
COMPANY INFORMATION
Directors
Ms. A Adams
Mr. N Davis
Mr. G S Young
Ms. N J Redwood
Mr P Neeson
Secretary
Ms. A Adams
Company number
09679181
Registered office
Oaktree House
2 Phoenix Place
Phoenix Court
Nottingham
United Kingdom
NG8 6BA
Auditor
Azets Audit Services
2 Regan Way
Chetwynd Business Park
Chilwell
Nottingham
United Kingdom
NG9 6RZ
PEPPERMINT TECHNOLOGY HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
PEPPERMINT TECHNOLOGY HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

Fair review of the business
Peppermint Technology is an international legal-tech software group, dedicated to helping large law firms transform, modernise, and grow. Born in legal, built in Microsoft and living in the cloud, Peppermint provides law firms with a modular choice of easy-to-use, innovative, and modern applications. Our platform offers a full suite of legal applications including client engagement (CRM), matter management, case management, document management and work/resource management, complete with a native Microsoft 365 and Teams user experience through Peppermint Connect and is delivered as Software as a Service (SaaS).  

Our flexible, cloud only client-centric software platform enables high-performing legal businesses to drive key legal processes, client activity, and insight through a single source of information. Peppermint CX365 empowers law firms to build stronger client relationships, develop innovative client services and make data-driven decisions. By building on the Microsoft Cloud the applications meet users where they love working the most - in Outlook, Teams and on their mobile devices. Our solutions enable firms to futureproof their investments in the Microsoft Cloud, meet compliance and security demands, and embrace a Microsoft-led modern workplace.

Peppermint's growth strategy is underpinned by specialising and focusing exclusively on Large Law, with a clear commitment to creating long term, mutually beneficial relationships with clients. Peppermint's strategy is to help legal firms build high performing businesses by enabling them to deliver more profitable legal services that meet and exceed changing client expectations. Peppermints modular software together with Microsoft applications establishes a single source of client data that will inform better decision-making and prepare firms to utilise the power of AI. Peppermint enables firms to develop efficient, automated digital business processes and innovative new services to outperform competitors and deliver a great client experience

Peppermint benefits from a long-term strategic partnership with Microsoft and continues to invest in the relationship across product, go-to-market and service, to deliver the benefits of Microsoft Dynamics 365, Power Platform exclusively to the legal sector. The Microsoft Platform provides Peppermint with a unique edge, allowing for swift adoption and the ability to take advantage of the latest in Microsoft's OpenAI investment. Peppermint's AI roadmap shows commitment to innovation, efficiency, and ethical standards. We collaborate with clients and Microsoft to leverage AI with enriched business data, optimising performance and value.

The group has continued to focus resources on developing CX365, its innovative, cloud-based legal application platform targeted at the needs of larger law firms such as those in the UK Top 200 and US Am Law 200 segments.

The Peppermint Operating Plan centres around three key themes – Employee Health, Customer Health, and Financial Health, supported by five strategic pillars, with the aim to deliver: growth, outstanding customer experience, operational excellence, employee engagement and product innovation.
During the year, Peppermint has continued to invest in the development of its core applications as well as new value-added applications, such as Enterprise Relationship Management (ERM); designed to enhance the capabilities of our legal specific CRM offering, helping law firms revolutionise their approach to business development, marketing and client relationship management.

Alongside investment into the core modules, Peppermint remains committed to continued investment into research and development activities with continued focus this year on harnessing Artificial Intelligence (AI) and Machine Learning (ML), with the development of our Legal Analysis and Research Assistant (LARA), a sophisticated AI copilot seamlessly integrated into our suite of applications, supporting Microsoft 365 Copilot and designed to boost productivity and streamline workflows for legal professionals.

Peppermint recognises the importance of quality and information security and has continued to invest in quality programmes, retaining ISO9001, ISO27001, Cyber Essentials Plus and IASME governance certifications during the year. Alongside our execution of strategy and financial performance, Peppermint has a strong commitment to ESG practices and policies, and actively promotes, monitors, and manages its ESG policies and procedures.

Employee health and well-being is a particular focus for Peppermint and our People Community Champions actively promote support of our local communities and run Peppermint's charitable programs.

We thank our employees for their dedication and hard work during the year.
PEPPERMINT TECHNOLOGY HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Principal risks and uncertainties

Going Concern and events after the reporting date

The Directors have reviewed detailed financial projections and considered all reasonably foreseeable potential scenarios and uncertainties, they have satisfied themselves that the business will continue in operational existence for a period of at least 12 months from the signing of these financial statements and have therefore prepared the financial statement on a going concern basis.

The group's activities expose it to several financial risks, including cash flow risk, credit risk and liquidity risk. The group does not use derivative financial instruments for speculative purposes.

Cash Flow Risk

The group's cash flow risk is its exposure to variability in cash flows associated with a recognised asset or liability, such as future interest payments on a debt. The group’s loan from Accel-KKR bears a fixed rate of interest.

The group manages this risk, by monitoring cash flow projections on a regular basis to ensure that appropriate funding is in place.

Credit Risk

The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of a provision for doubtful receivables. A provision for impairment is made where there is an identified loss event which is evidence of a reduction in the recoverability of the balance due.

Peppermint seeks to mitigate commercial and operational risks through ensuring operational policies are followed, ensuring strong credit control procedures are in place and by an ongoing review of changes in the industry. All new customer contracts are subject to internal legal, commercial, operational and finance sign off.

Liquidity Risk and Interest Risk

The cash generated by operations is monitored closely and all funds are held in readily accessible bank accounts. The group's cash flow forecasts are updated regularly to ensure that sufficient funds are available to meet all financial commitments.

Foreign Currency Risk

The group’s debt funding from Accel-KKR is denominated in sterling and therefore does not present a foreign currency risk. The group is exposed to currency fluctuations on the US operations, foreign exchange rates are monitored by the Directors and forward contracts will be considered to mitigate any significant potential impact of currency volatility.

Cybercrime Risk

Peppermint recognises the ever-changing threat landscape from cybercrime. The group has invested in several initiatives to improve security systems on internally hosted and SaaS platforms. This includes software and hardware solutions to protect and monitor services, security risk management policies, training, testing, and auditing. Additional investment has been made in software development and cloud platform tools, alongside Microsoft 365 E5 compliance and security services, to further protect our internal systems with active end point protection services. ISO 27001 accreditation further demonstrates Peppermint’s commitment to information security.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Future prospects
The group is well positioned to continue to grow substantially, with a strong pipeline of opportunities in the UK and North America. The sales pipeline in Large Law has developed significantly during the year and the foundations for growth in this market are particularly strong, with an increasing number of firms coming to the market for modern, cloud-based innovative legal solutions. Our focus on delivering lawyer efficiency, a better client experience and supporting our customers growth, with a market leading Microsoft based suite of SaaS applications, ideally places Peppermint to take advantage of the substantial market opportunity and advancements in AI based legal applications.
Key performance indicators

 

Year ended

30 June 2024

£’000

Year ended

30 June 2023

£’000

Increase

Revenue

13,413

10,096

33%

Operating Loss

(412)

(2,251)

 

Adjusted Operating loss*

(412)

(1,459)

 

Adjusted EBITDA**

2,645

1,143

 

Adjusted EBITDA Margin

20%

11%

 

Contracted Annualised Recuring Revenue at year end (CARR)

13,076

11,129

18%

Cash and cash equivalents

5,098

4,083

 

 

To provide useful information about the group’s performance and to present information in a way that reflects how the Directors monitor and measure the performance of the group, the Directors believe it is appropriate to present the results of the group using selected alternative performance measures.

Revenue for the year was £13.4m, representing strong year-on-year growth of 33% (2023: £10.1m).

Contracted Annualised Recurring Revenue, is the revenue generated from long term customers SaaS contracts and represents the annualised recurring revenue contracted by customers at the year end.

Adjusted EBITDA** is shown as an alternative performance measure to present the underlying trading performance of the group. Adjusted EBITDA** improved to £2.6m for the year (2023: £1.1m).

Peppermint continued its strong sales momentum with new client wins, and expansion of its software footprint into several long-standing customers, contributing to the growth in CARR.

In the U.K., the company notably signed top 15 firm Pinsent Masons alongside Top 50 firm Browne Jacobson. In our North American market, growth was particularly strong, with the addition of several new customers in the U.S., including Top 5 US and Canadian Law firms. The group's  brand position and sales pipeline continued to mature and grow significantly during the year, laying the foundations for future growth.
PEPPERMINT TECHNOLOGY HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
We continue to focus on ensuring our software adds value to our customers, with our customer success and executive teams actively engaged with the customer community, to gather feedback and insight to enable us to improve software quality functionality and overall user experience. Our proactive approach to customer success has seen a significant improvement in our overall customer satisfaction key performance indicators.

* Comprising operating loss adjusted for exceptional items and share-based payments
** Comprising earnings adjusted for interest, taxation, depreciation, amortisation, share-based payments and exceptional items

On behalf of the board

Mr. G S Young
Ms. N J Redwood
Director
Director
29 October 2024
29 October 2024
PEPPERMINT TECHNOLOGY HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the company during the year was as a holding company to its trading subsidiaries Peppermint Technology Limited, Peppermint Technology Inc and Peppermint Technology Canada Inc.

 

The principal activity of Peppermint Technology Limited, Peppermint Technology Inc and Peppermint Technology Canada Inc is the provision of software and services to law firms.

Results and dividends

The results for the year are set out on page 10.

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

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

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ms. A Adams
Mr. N Davis
Mr. G S Young
Mr. D J Sneddon
(Resigned 4 September 2024)
Ms. N J Redwood
Mr P Neeson
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.

Research and development

The group continues to invest in research and development activities to enhance its product offering to customers.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr. G S Young
Ms. N J Redwood
Director
Director
29 October 2024
29 October 2024
PEPPERMINT TECHNOLOGY HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PEPPERMINT TECHNOLOGY HOLDINGS LTD
- 7 -
Opinion

We have audited the financial statements of Peppermint Technology Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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:

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 group and parent 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.

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 group's and parent 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.

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 report. Our 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.

Opinions on other matters prescribed by the Companies Act 2006

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

PEPPERMINT TECHNOLOGY HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PEPPERMINT TECHNOLOGY HOLDINGS LTD
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PEPPERMINT TECHNOLOGY HOLDINGS LTD
- 9 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 2006. Our 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.

Lee Meredith BFP ACA
(Senior Statutory Auditor)
For and on behalf of Azets Audit Services
30 October 2024
Chartered Accountants
Statutory Auditor
2 Regan Way
Chetwynd Business Park
Chilwell
Nottingham
United Kingdom
NG9 6RZ
PEPPERMINT TECHNOLOGY HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
13,412,690
10,096,376
Cost of sales
(3,042,827)
(2,039,924)
Gross profit
10,369,863
8,056,452
Administrative expenses
(10,782,069)
(9,515,285)
Exceptional item
4
-
0
(791,856)
Operating loss
5
(412,206)
(2,250,689)
Interest receivable and similar income
9
82,586
22,014
Interest payable and similar expenses
10
(862,109)
(360,257)
Fair value adjustments
11
-
1,469,093
Loss before taxation
(1,191,729)
(1,119,839)
Tax on loss
12
217,958
693,405
Loss for the financial year
25
(973,771)
(426,434)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
PEPPERMINT TECHNOLOGY HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
1,098,005
1,860,663
Other intangible assets
13
8,167,075
8,009,769
Total intangible assets
9,265,080
9,870,432
Tangible assets
14
83,258
99,872
9,348,338
9,970,304
Current assets
Debtors
18
2,665,228
2,604,567
Cash at bank and in hand
5,098,408
4,083,073
7,763,636
6,687,640
Creditors: amounts falling due within one year
19
(5,766,163)
(4,620,777)
Net current assets
1,997,473
2,066,863
Total assets less current liabilities
11,345,811
12,037,167
Creditors: amounts falling due after more than one year
20
(9,407,602)
(9,137,866)
Provisions for liabilities
Deferred tax liability
23
786,622
773,943
(786,622)
(773,943)
Net assets
1,151,587
2,125,358
Capital and reserves
Called up share capital
24
273,149
273,149
Share premium account
16,002,080
16,002,080
Capital redemption reserve
6,387
6,387
Other reserves
3,145,893
3,145,893
Profit and loss reserves
25
(18,275,922)
(17,302,151)
Total equity
1,151,587
2,125,358
The financial statements were approved by the board of directors and authorised for issue on 29 October 2024 and are signed on its behalf by:
29 October 2024
Mr. G S Young
Ms. N J Redwood
Director
Director
Company registration number 09679181 (England and Wales)
PEPPERMINT TECHNOLOGY HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
15
14,488,593
14,488,593
Current assets
Debtors
18
2,403,359
2,366,885
Cash at bank and in hand
94,877
293,089
2,498,236
2,659,974
Creditors: amounts falling due within one year
19
(153,798)
(140,796)
Net current assets
2,344,438
2,519,178
Total assets less current liabilities
16,833,031
17,007,771
Creditors: amounts falling due after more than one year
20
(4,359,983)
(4,163,933)
Net assets
12,473,048
12,843,838
Capital and reserves
Called up share capital
24
273,149
273,149
Share premium account
16,002,080
16,002,080
Capital redemption reserve
6,387
6,387
Other reserves
3,145,893
3,145,893
Profit and loss reserves
25
(6,954,461)
(6,583,671)
Total equity
12,473,048
12,843,838

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £370,790 (2023 - £761,404 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 October 2024 and are signed on its behalf by:
29 October 2024
Mr. G S Young
Ms. N J Redwood
Director
Director
Company Registration No. 09679181
PEPPERMINT TECHNOLOGY HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
Share capital
Share premium account
Capital redemption reserve
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 July 2022
250,512
8,502,616
5,750
3,145,893
(16,875,080)
(4,970,309)
Year ended 30 June 2023:
Loss and total comprehensive income
-
-
-
-
(426,434)
(426,434)
Issue of share capital
24
23,274
7,499,464
-
-
-
7,522,738
Redemption of shares
24
(637)
-
637
-
(637)
(637)
Balance at 30 June 2023
273,149
16,002,080
6,387
3,145,893
(17,302,151)
2,125,358
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
-
-
(973,771)
(973,771)
Balance at 30 June 2024
273,149
16,002,080
6,387
3,145,893
(18,275,922)
1,151,587
PEPPERMINT TECHNOLOGY HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
Share capital
Share premium account
Capital redemption reserve
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 July 2022
250,512
8,502,616
5,750
3,145,893
(7,344,438)
4,560,333
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
-
761,404
761,404
Issue of share capital
24
23,274
7,499,464
-
-
-
7,522,738
Redemption of shares
24
(637)
-
637
-
(637)
(637)
Balance at 30 June 2023
273,149
16,002,080
6,387
3,145,893
(6,583,671)
12,843,838
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
-
-
(370,790)
(370,790)
Balance at 30 June 2024
273,149
16,002,080
6,387
3,145,893
(6,954,461)
12,473,048
PEPPERMINT TECHNOLOGY HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
3,420,230
1,723,875
Income taxes refunded
530,684
722,590
Net cash inflow from operating activities
3,088,805
2,446,465
Investing activities
Purchase of intangible assets
(2,419,953)
(2,136,823)
Purchase of tangible fixed assets
(15,213)
(31,558)
Proceeds from disposal of tangible fixed assets
-
850
Interest received
82,586
22,014
Net cash used in investing activities
(2,352,580)
(2,145,517)
Financing activities
Proceeds from issue of shares
-
1,272,739
Redemption of shares
-
0
(637)
Repayment of borrowings
(582,834)
(1,829,107)
Interest paid
861,944
243,090
Net cash generated from/(used in) financing activities
279,110
(313,915)
Net increase/(decrease) in cash and cash equivalents
1,015,335
(12,967)
Cash and cash equivalents at beginning of year
4,083,073
4,096,040
Cash and cash equivalents at end of year
5,098,408
4,083,073
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
1
Accounting policies
Company information

Peppermint Technology Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Oaktree House, 2 Phoenix Place, Phoenix Court, Nottingham NG8 6BA.

 

The group consists of Peppermint Technology Holdings Ltd and all of its subsidiaries. A list of all subsidiaries is included within note 16.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Peppermint Technology Holdings Ltd together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

In assessing the appropriateness of the going concern assumption, the directors have reviewed detailed profit and cashflow forecasts considering reasonably foreseeable potential scenarios and uncertainties in relation to income and expenditure for a period of at least 12 months from the sign off of these financial statements. The group continues to trade and has met liability payments as they fall due and the directors have hat there are no circumstances that give rise to a material uncertainty in relation to going concern and as such have deemed it appropriate for the financial statements to be prepared on the going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue for software as a service, subscription services and maintenance are recognised over the length of the contract on a straight line basis. Revenue from consulting and implementation services are recognised when the services are delivered.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
5-10 years
Customer relationships
15 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Long-term leasehold property
10 years straight line
Fixtures and fittings
3-5 years straight line
Computers
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

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 group 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 21 -
1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.18

Share warrants

Where share warrants are awarded for services delivered to the group, the fair value of the warrants at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of warrants that eventually vest. Market vesting conditions are factored into the fair value of the warrants granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

Where the terms and conditions of warrants are modified before they vest, the increase in the fair value of the warrants, measured immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

 

Where share warrants are granted to debt holders, the consolidated statement of comprehensive income is charged with the fair value of the warrants as other finance costs over the term of the vesting period.

 

A liability has been recognised in the consolidated balance sheet in relation to outstanding warrants.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.

Recoverability of tangible and intangible fixed assets (including goodwill)

The carrying value of tangible and intangible fixed assets is reviewed annually for impairment taking into account the current trading performance and anticipated future cash flows to assess whether there is any indication of impairment. In assessing forecasted cash flows past performance will often be taken as the best available guide, unless it is known that circumstances have changed. These future cash flows are then discounted, using the company's cost of capital. As a result of the estimates involved, the actual impairment required in the future may differ from the assessment made in these financial statements.

Fair Values

Management considers fair value of the identifiable assets and liabilities for each business combination. The fair values of any intangible assets recognised are considered individually. The method of valuing intangible assets depends upon the class of asset to be recognised. Management have used discounted cash flow analysis to determine the fair value of intangible assets recognised as part of the business combination.

 

Customer relationships intangible asset valuation is initially recognised at fair value. Determining the fair value requires an estimation of the future cash flows expected to arise from the brand using a suitable discount rate in order to calculate present value.

 

Software valuation is initially recognised at fair value. Determining the fair value requires an estimation of the replacement costs of equivalent assets, taking into account the time and development costs.

 

A loan instrument included within Other Borrowings is valued at fair value at the balance sheet date. Determining the fair value requires the use of a suitable discount rate in order to calculate present value.

Assets useful economic lives

Tangible and intangible fixed assets are depreciated and amortised over the useful lives of the related assets taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Carrying value of investments

Investments are considered annually for impairment. Determining whether a fixed asset is impaired requires an estimation of the value in use of the cash generating investment, which requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of fixed asset investments at the balance sheet date is considered appropriate with no impairment required.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Capitalisation of intangible assets

Estimation is required in determining the appropriate % of staff time to capitalise as part of Intangible Asset additions in respect of the employee time cost in developing the Group's software products. Amounts capitalised are based on the monitoring of employee time by project managers and is based on managements best estimate of time spent on projects by each individual employee.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Provision of IT services comprising SaaS, subscriptions, maintenance and
consultancy services
13,412,690
10,096,376
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
12,843,570
9,693,211
Rest of World
569,120
403,165
13,412,690
10,096,376
2024
2023
£
£
Other revenue
Interest income
82,586
22,014
4
Exceptional item
2024
2023
£
£
Expenditure
Professional fees
-
791,856

During the prior year the Group undertook activities in relation to market research and strategic advice which incurred significant professional fees. In the current year, the group incurred costs of £nil, in respect of these services.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Exchange losses
13,924
9,358
Depreciation of owned tangible fixed assets
31,827
29,489
(Profit)/loss on disposal of tangible fixed assets
-
5,407
Amortisation of intangible assets
3,025,305
2,566,549
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration
95
84
4
4

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,413,418
4,796,595
694,447
625,309
Social security costs
521,968
465,625
60,793
55,122
Pension costs
154,025
153,405
16,000
15,600
6,089,411
5,415,625
771,240
696,031
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
654,173
590,292
Company pension contributions to defined contribution schemes
17,400
16,900
671,573
607,192
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023: 3)
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
7
Directors' remuneration
(Continued)
- 25 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
307,312
282,312
8
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company's subsidiaries
42,500
38,250
For other services
Taxation compliance services
6,250
5,500
Other taxation services
19,000
23,100
All other non-audit services
3,330
5,500
28,580
34,100

Audit fees of the company are borne by its subsidiary company, Peppermint Technology Limited.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
82,586
22,014
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
82,586
22,014
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
165
-
Other finance costs:
Other interest
861,944
360,257
Total finance costs
862,109
360,257
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
11
Fair value adjustments
2024
2023
£
£
Fair value gains/(losses) on financial instruments
Amounts written back to fair value through profit or loss
-
0
1,469,093
12
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(226,428)
(531,574)
Adjustments in respect of prior periods
184
-
0
Total current tax
(226,244)
(531,574)
Deferred tax
Origination and reversal of timing differences
8,286
(161,831)
Total tax credit
(217,958)
(693,405)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(1,191,729)
(1,119,839)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(297,932)
(212,769)
Tax effect of expenses that are not deductible in determining taxable profit
58,079
(375,407)
Tax effect of income not taxable in determining taxable profit
(544)
-
0
Change in unrecognised deferred tax assets
-
0
(11,776)
Adjustments in respect of prior years
(1,345)
-
0
Effect of change in corporation tax rate
-
(244,201)
Effect of overseas tax rates
(1,696)
-
0
Foreign exchange differences
951
-
0
Effects of R&D claim
(181,173)
224,082
Enhanced capital allowances
-
0
(1,351)
Amortisation
350,523
266,396
Deferred tax not recognised
14,852
(178,521)
Deferred tax
(159,858)
(159,858)
Provisions tax adjustment
185
-
Taxation credit
(217,958)
(693,405)
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
12
Taxation
(Continued)
- 27 -

As at 30 June 2024 the group had estimated tax losses of £9,071,000 (2023 - £8,895,000) available to carry forward against future taxable profits. The recognition of deferred tax assets has been capped at the deferred tax liability for accelerated capital allowances.

13
Intangible fixed assets
Group
Goodwill
Software
Customer relationships
Total
£
£
£
£
Cost
At 1 July 2023
7,626,529
10,642,952
4,592,000
22,861,481
Additions - internally developed
-
0
2,419,953
-
0
2,419,953
At 30 June 2024
7,626,529
13,062,905
4,592,000
25,281,434
Amortisation and impairment
At 1 July 2023
5,765,866
4,915,792
2,309,391
12,991,049
Amortisation charged for the year
762,658
1,956,514
306,133
3,025,305
At 30 June 2024
6,528,524
6,872,306
2,615,524
16,016,354
Carrying amount
At 30 June 2024
1,098,005
6,190,599
1,976,476
9,265,080
At 30 June 2023
1,860,663
5,727,160
2,282,609
9,870,432
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
14
Tangible fixed assets
Group
Long-term leasehold property
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 July 2023
103,120
33,449
167,853
304,422
Additions
-
0
372
14,841
15,213
At 30 June 2024
103,120
33,821
182,694
319,635
Depreciation and impairment
At 1 July 2023
73,571
31,430
99,549
204,550
Depreciation charged in the year
10,312
548
20,967
31,827
At 30 June 2024
83,883
31,978
120,516
236,377
Carrying amount
At 30 June 2024
19,237
1,843
62,178
83,258
At 30 June 2023
29,549
2,019
68,304
99,872
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
14,488,593
14,488,593
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023 and 30 June 2024
14,488,593
Carrying amount
At 30 June 2024
14,488,593
At 30 June 2023
14,488,593
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
16
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Peppermint Technology Limited
Oak Tree House, 2 Phoenix Place, Phoenix Court, Nottingham, NG8 6BA
Provision of software to the legal Professional
Ordinary Shares
100.00
Peppermint Technology Nominees Limited
Oak Tree House, 2 Phoenix Place, Phoenix Court, Nottingham, NG8 6BA
To act as nominees of the company
Ordinary Shares
100.00
Peppermint Technology Inc
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801
Provision of software to the legal Professional
Ordinary Shares
100.00
Peppermint Technology Canada Inc
145 King Street West, Suite 2701, Toronto, Ontario, Canada M5H 1J8
Provision of software to the legal Profession
Ordinary Shares
100.00

All companies are active companies.

17
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
1,740,715
1,877,020
2,402,329
2,329,004
Carrying amount of financial liabilities
Measured at amortised cost
9,055,013
8,775,903
3,944,408
3,748,357
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,547,741
981,388
-
0
-
0
Corporation tax recoverable
232,251
536,691
-
0
-
0
Amounts owed by group undertakings
-
-
2,402,329
2,329,004
Other debtors
29,159
62,773
143
35,955
Prepayments and accrued income
849,711
1,021,742
887
1,926
2,658,862
2,602,594
2,403,359
2,366,885
Deferred tax asset (note 23)
6,366
1,973
-
0
-
0
2,665,228
2,604,567
2,403,359
2,366,885

The impairment loss recognised in the company profit or loss for the year in respect of bad and doubtful trade debtors was £Nil (2023: £Nil).

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
21
62,986
53,612
-
0
-
0
Trade creditors
726,185
684,510
-
0
20,098
Other taxation and social security
651,265
465,566
28,091
25,178
Other creditors
62,962
153,105
1,232
1,167
Accruals and deferred income
4,262,765
3,263,984
124,475
94,353
5,766,163
4,620,777
153,798
140,796

National Westminster Bank PLC hold a fixed charge over assets within Peppermint Technology Limited amounting to £150,000 in relation to business banking arrangements.

20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
21
8,992,027
8,722,291
3,944,408
3,748,358
Accruals and deferred income
415,575
415,575
415,575
415,575
9,407,602
9,137,866
4,359,983
4,163,933

In November 2020, £5,000,000 was loaned to the group which has a maturity date of 30 November 2023 and a 100% redemption premium. In January 2023 subsequent to fair value adjustments the loan was converted to C class preferred ordinary shares. See note 24.

 

In May 2020, £600,000 of deep discounted loan notes were issued for cash proceeds of £400,000.

On the 30 June 2023 the maturity date was extended to 29 January 2027.

 

In January 2019, the group issued discounted loan notes of £2.4m, for cash proceeds of £1.6m.

On the 30 June 2023 the maturity date was extended to 29 January 2027.

 

In June 2018, the group issued discounted loan notes of £1.5million, for cash proceeds of £1.0million.

On the 30 June 2023 the maturity date was extended to 29 January 2027.

 

In January 2019, the group entered a term loan facility agreement for £5.5m of which £4.4m is repayable on 31 October 2023. This has been split in the notes as amounts due within and after one year. On the 30 June 2023 the maturity date was extended to 31 October 2026.

 

The term loan agreement carries interest of 11.75% per annum.

 

Total issue costs of £471,664 were incurred at the time of arranging the loan notes, which have been deducted from the carrying value and are charged to the profit or loss as part of the interest charge using the effective interest rate method.

 

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 31 -
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
9,055,013
8,775,903
3,944,408
3,748,358
Payable within one year
62,986
53,612
-
0
-
0
Payable after one year
8,992,027
8,722,291
3,944,408
3,748,358

Other loans are secured by fixed and floating charges over the assets of the company.

 

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
154,025
153,405

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
1,417,377
1,214,971
-
-
Tax losses - Asset
(1,236,147)
(1,206,403)
-
-
Other short term timing differences
-
(8,568)
6,366
1,973
Fair value adjustments
605,392
773,943
-
-
786,622
773,943
6,366
1,973
The company has no deferred tax assets or liabilities that have been recognised.
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
23
Deferred taxation
(Continued)
- 32 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 July 2023
771,970
-
Charge to profit or loss
8,286
-
Liability at 30 June 2024
780,256
-

 

24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
3,136,951
3,136,951
31,369
31,369
A preferred ordinary shares of 1p each
9,777,726
9,777,726
97,777
97,777
B preferred ordinary shares of 50p each
140,602
140,602
70,301
70,301
C preferred ordinary shares of 1p each
2,253,730
-
22,537
-
A1 ordinary shares of 1p each
1,284,350
1,284,350
12,844
12,844
A2 ordinary shares of 1p each
266,640
266,640
2,666
2,666
A3 ordinary shares of 1p each
3,565,378
3,565,378
35,656
35,655
20,425,377
18,171,647
273,150
250,612
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
C preferred ordinary shares of 1p each
2,253,730
2,253,730
22,537
22,537
Preference shares classified as equity
22,537
22,537
Total equity share capital
273,150
273,149
PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
24
Share capital
(Continued)
- 33 -

On 3 August 2022 the company repurchased 13,668 ordinary shares and 50,000 A2 ordinary shares from shareholders. A share redemption took place on the same date for all shares held in treasury at this date,

 

On 3 August 2022 73,668 A3 ordinary shares were issued at par with the nominal value of 1p.

 

On 23 January 2023 2,253,730 C preferred ordinary shares were issued to new and exisiting shareholders at a premium.

 

 

Ordinary shares, A Preferred ordinary shares and B Preferred ordinary shares have the right to receive notice of and to attend, speak and vote at all general meetings of the company.

 

The deferred shares do not entitle the holders thereof, to attend, to speak or to vote at any general meeting of the company.

 

The C Preferred ordinary shares do not entitle the holders to speak or vote at any general meeting of the company, nor do they require the payment or accruing of dividends.

 

Share Warrants

 

The Company has granted share warrants to its debt holder in exchange for services it delivered. Warrants are exercisable at a price equal to the estimated fair value of the Company's shares on the date of grant. The vesting period is between 3 and 5 years.

 

At the year end, there are 495,511 share warrants outstanding and exercisable in respect of A Preferred ordinary shares. The timing and amount of warrants that could be exercised are subject to meeting certain conditions.

 

As at the year end, there are 602,577 share warrants outstanding over Ordinary shares that are exercisable at a future date. The timing and amount of warrants that could be exercised are subject to meeting certain conditions.

 

No share warrants were exercised, forfeited or expired during the year.

 

The fair value of the share warrants at the grant date was calculated using the Black Scholes and Monte Carlo model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

 

The Group recognised total expenses of £nil (2023 - £nil) share warrants as other finance costs in the year.

 

At the year end the Company also have 12,000,000 share warrants over ordinary shares outstanding. These are exercisable on a sliding scale if the share price is within a certain range.

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 34 -
25
Profit and loss reserves

The company's capital and reserves are as follows:

 

Called up share capital

 

Called up share capital represents the nominal value of the shares issued.

 

Share premium account

 

The share premium account includes the premium on issue of equity shares, net of any issues costs.

 

Capital redemption reserve

 

The capital redemption reserve contains the nominal value of own shares that have been acquired by the company and cancelled.

 

Other reserve

 

The other reserve arose on the acquisition of Peppermint Technology Limited and reflects the premium of the shares exchanged by the shareholders in Peppermint Technology Limited for ordinary shares in Peppermint Technology Holdings Limited.

 

Profit and loss account

 

The profit and loss account represents cumulative profits or losses net of dividends paid and other adjustments.

26
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
37,888
38,323
-
-
Between two and five years
25,454
63,446
-
-
63,342
101,769
-
-
27
Related party transactions

During the year fees of £15,000 (2023 - £15,000) were charged by Scottish Equity Partners, a shareholder in Peppermint Technology Holdings Limited. As at the year end, a balance of £nil (2023 - £9,000) is due to Scottish Equity Partners and included in trade creditors.

 

Key management personnel include all directors across the group who together have authority and responsibility for planning, directing and controlling the activities of the group. The total compensation paid to key management personnel for services provided to the group was £671,573 (2023 - £607,192).

PEPPERMINT TECHNOLOGY HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 35 -
28
Controlling party

Peppermint Technology Holdings Limited is the largest and smallest group which prepares group financial statements including the results of the company. There is no ultimate controlling party. Financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

29
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(973,771)
(426,434)
Adjustments for:
Taxation credited
(217,958)
(693,405)
Finance costs
862,109
360,257
Investment income
(82,586)
(22,014)
(Gain)/loss on disposal of tangible fixed assets
-
5,407
Amortisation and impairment of intangible assets
3,025,305
2,566,549
Depreciation and impairment of tangible fixed assets
31,827
29,489
Other gains and losses
-
(1,469,093)
Movements in working capital:
(Increase)/decrease in debtors
(360,708)
859,152
Increase in creditors
1,136,012
513,969
Cash generated from operations
3,420,230
1,723,877
30
Analysis of changes in net debt - group
2024
£
Opening net funds/(debt)
Cash and cash equivalents
4,083,073
Loans
(8,775,903)
(4,692,830)
Changes in net debt arising from:
Cash flows of the entity
736,225
Closing net funds/(debt) as analysed below
(3,956,605)
Closing net funds/(debt)
Cash and cash equivalents
5,098,408
Loans
(9,055,013)
(3,956,605)
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