Registration number:
for the Year Ended 31 January 2024
Zuora UK Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
Zuora UK Limited
Company Information
Directors |
Margaret Thum Matthew Dobson Ronald Vincent Siengo |
Registered office |
|
Auditors |
|
Zuora UK Limited
Strategic Report for the Year Ended 31 January 2024
The directors present their report for the year ended 31 January 2024.
Fair review of the business
Zuora is a cloud-based monetization suite, providing software that enables companies across multiple industries and geographies to build, run, and grow a modern business.
Designed specifically for dynamic, customer-centric business models, our cloud-based software functions as an intelligent subscription management hub that automates and orchestrates the entire quote-to-revenue process, including offers, billing, collections, and revenue recognition. The solution enables businesses to change and evolve how they go to market through a mix of monetization models, efficiently comply with revenue recognition standards, analyze customer data to optimize their offerings, and build recurring relationships with their customers.
Our key products are Zuora Billing, Zuora Revenue, Zuora Payments, Zephr, and Zuora Platform.
Our offerings have competitive advantages enabling us to maintain and extend our leadership in the market through:
- Solutions that are built specifically to handle recurring revenue business models
- Flexible technology with a broad range of customers and use cases
- Deep domain expertise across a broad range of recurring revenue business models
The Company’s operating results and financial position for the fiscal year are presented in the annexed financial statements.
The company continues to grow and perform as per business forecasts, both as an individual entity and exceeding expectations & targets as a subsidiary of Zuora, Inc.
Modern business models are inherently dynamic, with multiple interactions, flexible pricing, global complexities, and continuously evolving relationships and events. The capabilities to launch, price, and bill for products, facilitate and record cash receipts, process and recognize revenue, and analyze data to drive key decisions are mission critical and particularly complex for companies that operate at a global scale. As a result, as companies launch, grow, and scale their businesses, they often conclude that legacy systems are inadequate.
Key elements of our growth strategy include:
- New customer acquisitions
- Expand relationships with existing customers
- Enter new vertical markets
- Expand our global footprint
- Expand and leverage our relationships with strategic partners (including global system integrators)
- Optimize pricing and packaging
- Expand our operations and infrastructure
- Acquire other businesses
We continue to experience rapid growth in our operations and personnel over this year. This growth and expansion of our business has placed and continues to place a significant strain on our management and our operational and financial resources. In the event of further growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To manage growth in our operations and personnel, we will need to continue to improve our controls and our reporting systems and procedures, including improving timely access to operational information to optimize business decisions.
Zuora UK Limited
Strategic Report for the Year Ended 31 January 2024
Principal risks and uncertainties
Political developments, economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and operating results.
Political developments impacting government spending and international trade, continued uncertainty surrounding the United Kingdom's departure from the European Union and trade disputes and harm, may negatively impact markets and cause weaker macroeconomic conditions.
The effects of these events may continue due to potential additional U.S. government shutdowns, instability in the United Kingdom and the European Union, and the prolonging of the United States' trade disputes with China and other countries. The continuing effect of any or all of these events could adversely impact demand for our products, harm our operations and weaken our financial results.
In recent years, the United Kingdom and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. Economic uncertainty and associated macroeconomic conditions make it extremely difficult for our customers and us to accurately forecast and plan future business activities and could cause our customers to cancel planned purchases or slow spending on our solution, which could delay and lengthen sales cycles. Furthermore, during uncertain economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for credit losses and our results could be negatively impacted.
Furthermore, we have customers in a variety of different industries. A significant downturn in the economic activity attributable to any industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on information technology. In addition, our customers may delay or cancel information technology projects or seek to lower their costs by renegotiating vendor contracts. To the extent purchases of our solution are perceived by customers and potential customers to be discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software or modify their legacy business software as an alternative to using our solutions. Moreover, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.
We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and operating results could be materially adversely affected.
Zuora UK Limited
Strategic Report for the Year Ended 31 January 2024
The directors and Zuora believe environmental, social and governance programs are integral to our mission, strategy and business operations. We have highlighted some ways we have approached this as a Group.
Environmental
Here at Zuora, we are mindful of the effect we create on the environment and have committed to improving our business practices to minimize this. For 3 consecutive years, we have remained carbon neutral and for 2 successive years sourced 100% renewable energy across all our global offices.
Social
Our strategy emphasises the importance of promoting an inclusive workplace which values employees from diverse backgrounds. We are proud to report that we saw a year-over-year increase in Zuora leadership across Women (31.7%) and Ethnic Minority leaders (22.3%). Additionally, 39% of employees self-identified as being from underrepresented groups. We will continue this inclusive hiring practice.
Governance
Our governance policies ensure that those who work with and for Zuora are confident and trust that we are conducting our business in a legal, ethical and socially responsible manner. For example, in the fiscal year 2024, we created a Governance, Risk and Compliance Committee to help address gaps in our policies. We are aware of the rapidly evolving issues such as AI governance and cybersecurity response readiness and want to take a proactive approach to prevent or limit exposure.
We are proud of our achievements over the years, however, there is always more to be done and we will continue our efforts to keep making these changes.
Approved by the
......................................... |
Zuora UK Limited
Directors' Report for the Year Ended 31 January 2024
The directors present their report and the financial statements for the year ended 31 January 2024.
Directors' of the company
The directors, who held office during the year, were as follows:
The following director was appointed after the year end:
Principal activity
The principal activity of the company is providing a cloud-based subscription management platform through four key products; the platform itself, Billing, Revenue & Collect.
Political donations
The Company made no political donations during the year.
Post balance sheet events
On 13 February 2025, Zuora, Inc., the ultimate parent company of the Group, was acquired by Silver Lake, a global leader in technology investing, in partnership with an affiliate of GIC Pte. Ltd. (“GIC”). Following the acquisition, Zuora, Inc. became a privately held company.
This is a non-adjusting post balance sheet event, and no changes have been made to the financial statements in respect of this transaction.
Research and development
Zuora UK employs three dedicated heads for Research & Development to continuously improve and develop the Subscription software platform, customer sandbox and project environments which can be brought into use and monetised accordingly.
Going concern
The financial statements are prepared on the going concern basis. The directors have considered the budget for a period of more than 12 months from the date of approval of these financial statements and based on this, together with continuing support from the commpany's parent, have prepared the financial statements on the going concern basis.
Dividends
No dividends will be distributed for the year ended 31 January 2024.
Auditors
The auditors, KPMG will be proposed for re-appointment at the forthcoming Annual General Meeting.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Zuora UK Limited
Directors' Report for the Year Ended 31 January 2024
Approved by the
......................................... |
Registered Office
1 Dean Street
London
W1D 3RB
London
Zuora UK Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Approved by the board on 11 March 2025 and signed on its behalf by:
................................
Ronald Siengo
Director
Zuora UK Limited
Independent Auditor's Report to the Members of Zuora UK Limited
Opinion
We have audited the financial statements of Zuora UK Limited (‘the Company’) for the year ended 31 January 2024 set out on pages 11 to 23, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and related notes, including the material accounting policies set out in note 2. The financial reporting framework that has been applied in their preparation is UK Law and UK accounting standards, including FRS 101 Reduced Disclosure Framework.
In our opinion:
• | the financial statements give a true and fair view of the state of the Company’s affairs as at 31 January 2024 and of its loss for the year then ended; |
• | the financial statements have been properly prepared in accordance with FRS 101 Reduced Disclosure Framework issued by the UK’s Financial Reporting Council; and |
• | the financial statements 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 ethical requirements that are relevant to our audit of financial statements in the UK, including the Financial Reporting Council (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
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors' conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
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 the date 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
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the Company will continue in operation.
Zuora UK Limited
Independent Auditor's Report to the Members of Zuora UK Limited
Detecting irregularities including fraud
We identified the areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and risks of material misstatement due to fraud, using our understanding of the entity's industry, regulatory environment and other external factors and inquiry with the directors. In addition, our risk assessment procedures included: inquiring with the directors as to the Company’s policies and procedures regarding compliance with laws and regulations and prevention and detection of fraud; inquiring whether the directors have knowledge of any actual or suspected non-compliance with laws or regulations or alleged fraud; inspecting the Company’s regulatory and legal correspondence; and reading Board minutes.
We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the audit team.
The Company is subject to laws and regulations that directly affect the financial statements including companies and financial reporting legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items, including assessing the financial statement disclosures and agreeing them to supporting documentation when necessary.
The Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, employment law and environmental law.
Auditing standards limit the required audit procedures to identify non-compliance with these non-direct laws and regulations to inquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance.
We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. As required by auditing standards, we performed procedures to address the risk of management override of controls. On this audit we do not believe there is a fraud risk related to revenue recognition. We did not identify any additional fraud risks.
In response to risk of fraud, we also performed procedures including: identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation; evaluating the business purpose of significant unusual transactions; assessing significant accounting estimates for bias; and assessing the disclosures in the financial statements.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
Other information
The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the strategic report and the directors’ report. The financial statements and our auditor’s report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Zuora UK Limited
Independent Auditor's Report to the Members of Zuora UK Limited
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Opinion on other matter prescribed by the Companies Act 2006
Based solely on our work on the other information undertaken during the course of the audit:
• |
we have not identified material misstatements in the directors' report or the strategic report; |
• |
in our opinion, the information given in the directors’ report and the strategic report is consistent with the financial statements; |
• |
in our opinion, the directors’ report and the strategic report have been prepared in accordance with the Companies Act 2006. |
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required 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 |
We have nothing to report in these respects.
Respective responsibilities and restrictions on use
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 6, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor 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, other irregularities or error, and to issue an opinion in an auditor’s report. 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, other irregularities 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 fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
Our 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.
Zuora UK Limited
Independent Auditor's Report to the Members of Zuora UK Limited
......................................
For and on behalf of
1 Stokes Place
St Stephen's Green
Dublin 2
Ireland
Zuora UK Limited
Profit and Loss Account for the Year Ended 31 January 2024
Note |
2024 |
2023 |
|
Turnover |
|
|
|
Administrative expenses |
( |
( |
|
Operating (loss)/profit |
( |
|
|
Interest payable and similar expenses |
( |
( |
|
(177,603) |
(23,643) |
||
(Loss)/profit before tax |
( |
|
|
Tax on (loss)/profit |
( |
( |
|
(Loss)/profit for the year |
( |
|
The above results were derived from continuing operations.
Zuora UK Limited
(Registration number: 07496870)
Balance Sheet as at 31 January 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Trade and other debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
( |
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
- |
|
Net liabilities |
( |
( |
|
Capital and reserves |
|||
Called up share capital |
100 |
100 |
|
Retained earnings |
(40,141,157) |
(54,983) |
|
Shareholders' deficit |
(40,141,057) |
(54,883) |
Approved by the
......................................... |
Zuora UK Limited
Statement of Changes in Equity for the Year Ended 31 January 2024
Called up Share capital |
Retained earnings |
Total Equity |
|
At 1 February 2023 |
|
( |
( |
Loss for the year |
- |
( |
( |
Total comprehensive income |
- |
( |
( |
At 31 January 2024 |
|
( |
( |
Called up Share capital |
Other reserves |
Retained earnings |
Total Equity |
|
At 1 February 2022 |
|
|
( |
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Share based payment transactions |
- |
(5,240,797) |
- |
(5,240,797) |
At 31 January 2023 |
100 |
- |
(54,983) |
(54,883) |
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
General information |
Zuora UK Limited (the company) is a private company limited by share capital, registered, incorporated and domiciled in England and Wales in the UK. The registered number is 07496870..
The address of its registered office is:
England
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These finanical statements were prepared in accordance with Financial Reporting Standard 101 Reduced Doslosure Framework ("FRS 101"). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards ("UK-adopted IFRS"), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The financial statements are presented in Sterling.
Amount recorded in investment in subsidiaries and amounts due to parent undertaking were presented net in the prior year statutory financial statements. These amounts have been presented gross in the comparative balance sheet to better reflect their nature.
Summary of disclosure exemptions
The Company’s ultimate parent undertaking, Zuora Inc includes the Company in its consolidated financial statements. The consolidated financial statements of Zuora Inc are prepared in accordance with US GAAP and are available to the public and may be obtained from 101 Redwood Shores Parkway, Redwood City, CA 94065, United States of America. In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• Cash Flow Statement and related notes;
• Key Management Personnel compensation;
• Disclosures in respect of transactions with wholly owned subsidiaries;
• Disclosures in respect of capital management;
• The effects of new but not yet effective IFRSs;
As the consolidated financial statements of the ultimate parent undertaking include the disclosures equivalent to those required by FRS 101, the Company has also taken the exemptions available in respect of the following disclosures:
• IFRS 2 Share-Based Payments in repect of group settled share-based payments.
Going concern
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
The financial statements are prepared on the going concern basis. The directors have considered the budget for a period of more than 12 months from the date of approval of these financial statements and based on this, together with continuing support from the commpany's parent, have prepared the financial statements on the going concern basis.
Changes in accounting policy
None of the standards, interpretations and amendments effective for the first time from 1 February 2023 have had a material effect on the financial statements.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes and other taxes. Revenue is attributable to one principal activity of the company, being recharged costs.
Tax
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Buildings |
in accordance with the term of the lease |
Improvements to property |
in accordance with the term of the lease |
Fixtures, fittings and equipment |
Straight line over three years |
Investments
Investments in subsidiaries, associates and joint ventures are measured at cost.
Financial Instruments
Financial Instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Foreign currency transactions and balances
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at tthe date of the transaction. All differences are charged to profit or loss.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in finance costs.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Provisions
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
Leases
Assets obtained under hire purchase contracts or leases are capitalised on the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their useful lives or the lease term, whichever is the shorter.
The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payments is treated as a liability.
Impairment of non-financial assets
Due to group restructuring and the planned liquidation of certain subsidiaries subsequent to the year-end financial assets of £41,516,409 have been impaired in full in the current year.
Defined contribution pension obligation
Contributions to defined contribution plans are expensed in the period to which they relate
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Share based payments
The fair value of employee and director stock option compensation awards, including purchase rights issued under Employee Share Purchase Plan ("ESPP"), is based on the awards estimated fair value on the date of grant. Expense associated with these awards is recognised using the straight-line attribution method over the requisite service period for stock options, Restricted Stock Units ("RSUs") and restricted stock; and over the offering period for the purchase rights issued under the ESPP, and is reported in the statement of comprehensive income.
The fair value of the stock options, and purchase rights under the ESPP, is estimated using the Black- Scholes option-pricing model. The resulting fair value, net of estimated forfeitures, is recognised on a straight-line basis over the period during which an employee is required to provide service in exchange for the reward. Stock options generally vest over two to four years and have a contractual term of ten years. ESPP purchase rights generally vest over the two-year offering period.
The fair value of restricted stock and RSU grants is based on the grant date fair value of the parent company's common stock. The resulting fair value, net of estimated forfeitures, is to recognise on a straight-line basis over the period during which an employee is required service in exchange for the reward, which is generally three to four years. Estimated forfeitures are based upon experience and estimates are revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.
The services received and a liability to pay for those services are recognised over the expected vesting period. Until the liability is settled it is measured at each reporting date with changes in fair value recognised in the statement of comprehensive income.
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
2024 |
2023 |
|
Rendering of services |
|
|
The directors have not disclosed revenue to third parties disaggregated by geographical location as in the opinion of the directors such disclosure would be seriously prejudicial to the interests of the company.
Operating (loss)/profit |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Depreciation expense |
|
|
Impairment loss |
|
- |
Foreign currency (gains)/losses |
|
( |
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Administration and support |
|
|
Research and development |
|
|
Sales, marketing and distribution |
|
|
Sales |
|
|
Marketing |
|
|
Other departments |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
|
|
Auditors' remuneration |
2024 |
2023 |
|
Audit of the financial statements |
|
|
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Income tax |
Tax charged/(credited) in the profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of temporary differences |
|
( |
Tax expense in the profit and loss account |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 24% (2023 - 19%).
The differences are reconciled below:
2024 |
2023 |
|
(Loss)/profit before tax |
( |
|
Corporation tax at standard rate |
( |
|
Decrease in current tax from adjustment for prior periods |
( |
- |
Increase/(decrease) from effect of capital allowances depreciation |
|
( |
Increase from effect of expenses not deductible in determining taxable profit (tax loss) |
|
|
Decrease/(increase) from tax losses for which no deferred tax asset was recognised |
|
( |
Decrease from effect of unrelieved tax losses carried forward |
- |
( |
Decrease from effect of exercise employee share options |
( |
( |
Decrease arising from group relief tax reconciliation |
( |
- |
Total tax charge |
|
|
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Tangible assets |
Land and buildings |
Furniture, fittings and equipment |
Improvements to property |
Total |
|
Cost or valuation |
||||
At 1 February 2023 |
|
|
|
|
Additions |
|
|
- |
|
At 31 January 2024 |
|
|
|
|
Depreciation |
||||
At 1 February 2023 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 January 2024 |
|
|
|
|
Carrying amount |
||||
At 31 January 2024 |
|
|
|
|
At 31 January 2023 |
|
|
|
|
All of the land and buildings are long leasehold.
The net book value of tangible assets includes £2,676,535 in respect of assets held under finance leases
Investments |
Subsidiaries |
£ |
Cost or valuation |
|
At 1 February 2023 |
|
At 31 January 2024 |
|
Impairment |
|
At 31 January 2024 |
|
Carrying amount |
|
At 31 January 2024 |
|
Details of the subsidiaries as at 31 January 2024 are as follows:
Name of subsidiary |
|
|
Holding |
Proportion of ownership interest and voting rights held |
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Zuora UK Limited holds 100% of the share capital in overseas subsidiaries: Zuora Sweden AB, Zuora Italia SRL and Zuora Germany GmbH.
The Directors, in preparing these financial statements have complied with the Companies Act 2006. The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. The Company's ultimate parent undertaking is in the US, The consolidated financial statements of Zuora Inc are prepared in accordance with US GAAP and are available to the public and may be obtained from 101 Redwood Shores Parkway, Redwood City, CA 94065, USA.
Trade and other debtors |
Trade and other debtors falling due within one year |
2024 |
2023 |
Trade debtors from related parties |
|
|
Prepayments |
|
|
Other trade debtors |
|
|
VAT Control account |
1,319,674 |
770,899 |
Deferred tax assets |
- |
4,751 |
107,514,239 |
87,844,362 |
Other trade debtors includes a long term debtor of £1,316,205 (2023 £1,316,205)
Cash at bank and in hand |
2024 |
2023 |
|
Cash at bank |
|
|
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Creditors: amounts falling due within one year |
2024 |
2023 |
|
Trade creditors |
- |
|
Accrued expenses |
|
|
Amounts due to related parties |
|
|
Social security and other taxes |
|
|
Other trade creditors |
|
|
Income tax liability |
|
|
Obligations under leases and hire purchase contracts |
|
|
|
|
Creditors: amounts falling due after more than one year |
2024 |
2023 |
|
Obligations under leases and hire purchase contracts |
|
- |
Other non-current financial liabilities |
|
|
|
|
Obligations under leases and hire purchase contracts |
2,024 |
2,023 |
||
Amounts payable |
£ |
£ |
|
Within one year |
351,069 |
59,653 |
|
Within two to five years |
2,398,136 |
- |
|
2,749,205 |
59,653 |
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
100 |
|
100 |
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £888,075 (2023 - £634,012).
Related party transactions |
The company has taken advantage of exemption under the terms of Financial Reporting Standard 101 not to disclose related party transactions with wholly owned companies within the Group
Zuora UK Limited
Notes to the Financial Statements for the Year Ended 31 January 2024
Impairment |
Due to group restructuring and the planned liquidation of certain subsidiaries subsequent to the year-end financial assets of £41,516,409 have been impaired in full in the current year.
Parent and ultimate parent undertaking |
The immediate parent undertaking and ultimate holding company is Zuora Inc, with registered office address 3050 South Delaware Street, Suite 301, San Mateo, California, United States of America. The consolidated financial statements include the results of the company and are publically available at 101 Redwood Shores Parkway, Redwood City, CA 94065, USA.