Acorah Software Products - Accounts Production 16.1.300 false true true 31 March 2023 1 April 2022 false 12 March 2025 1 April 2023 29 February 2024 29 February 2024 11092693 Heather Mccann Andrew Samm Jerome Spaargaren Fairfax House, 15 Fulwood Place, London, WC1V 6HU true iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 11092693 2023-03-31 11092693 2024-02-29 11092693 2023-04-01 2024-02-29 11092693 frs-core:CurrentFinancialInstruments 2024-02-29 11092693 frs-core:Non-currentFinancialInstruments 2024-02-29 11092693 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-02-29 11092693 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-04-01 2024-02-29 11092693 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-03-31 11092693 frs-core:PlantMachinery 2024-02-29 11092693 frs-core:PlantMachinery 2023-04-01 2024-02-29 11092693 frs-core:PlantMachinery 2023-03-31 11092693 frs-core:OtherReservesSubtotal 2024-02-29 11092693 frs-core:ShareCapital 2024-02-29 11092693 frs-core:RetainedEarningsAccumulatedLosses 2024-02-29 11092693 frs-bus:PrivateLimitedCompanyLtd 2023-04-01 2024-02-29 11092693 frs-bus:FilletedAccounts 2023-04-01 2024-02-29 11092693 frs-bus:SmallEntities 2023-04-01 2024-02-29 11092693 frs-bus:Audited 2023-04-01 2024-02-29 11092693 frs-bus:SmallCompaniesRegimeForAccounts 2023-04-01 2024-02-29 11092693 1 2023-04-01 2024-02-29 11092693 frs-bus:Director1 2023-04-01 2024-02-29 11092693 frs-bus:Director2 2023-04-01 2024-02-29 11092693 frs-bus:Director3 2023-04-01 2024-02-29 11092693 frs-countries:EnglandWales 2023-04-01 2024-02-29 11092693 2022-03-31 11092693 2023-03-31 11092693 2022-04-01 2023-03-31 11092693 frs-core:CurrentFinancialInstruments 2023-03-31 11092693 frs-core:Non-currentFinancialInstruments 2023-03-31 11092693 frs-core:OtherReservesSubtotal 2023-03-31 11092693 frs-core:ShareCapital 2023-03-31 11092693 frs-core:RetainedEarningsAccumulatedLosses 2023-03-31
Registered number: 11092693
Patently Limited
Financial Statements
For the Period 1 April 2023 to 29 February 2024
Finerva
Contents
Page
Balance Sheet 1—2
Notes to the Financial Statements 3—7
Page 1
Balance Sheet
Registered number: 11092693
29 February 2024 31 March 2023
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 4 675,473 490,564
Tangible Assets 5 2,411 4,082
677,884 494,646
CURRENT ASSETS
Debtors 6 234,833 217,196
Cash at bank and in hand 69,745 36,217
304,578 253,413
Creditors: Amounts Falling Due Within One Year 7 (3,146,169 ) (1,656,188 )
NET CURRENT ASSETS (LIABILITIES) (2,841,591 ) (1,402,775 )
TOTAL ASSETS LESS CURRENT LIABILITIES (2,163,707 ) (908,129 )
Creditors: Amounts Falling Due After More Than One Year 8 (15,833 ) (625,000 )
NET LIABILITIES (2,179,540 ) (1,533,129 )
CAPITAL AND RESERVES
Called up share capital 9 10 10
Other reserves 88,514 88,514
Profit and Loss Account (2,268,064 ) (1,621,653 )
SHAREHOLDERS' FUNDS (2,179,540) (1,533,129)
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These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
On behalf of the board
Heather Mccann
Director
12 March 2025
The notes on pages 3 to 7 form part of these financial statements.
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Notes to the Financial Statements
1. General Information
Patently Limited is a private company,  limited by shares, incorporated in England & Wales, registered number 11092693 . The registered office is Fairfax House, 15 Fulwood Place, London, WC1V 6HU.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in  accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Going Concern Disclosure
The directors are of the opinion that, notwithstanding the Company having continuing operating losses and total net liabilities of 2.2m (2023 - £1.5m), the Company remains a going concern as a result of the support of the parent company.
The directors have sought and obtained assurances from its ultimate parent undertaking as at 29 February 2024, EIP Europe LLP, that it will not see repayment of the £2.9m loan. As per Post Balance Sheet note, £1.1m of the intercompany loan was converted into equity on 19 March 2024 and the balance of the debt was waived after the conversion. Furthermore, the company received additional investment totalling £1.5m from EIP Limited, as detailed in Post Balance Sheet Note. EIP Limited, the new ultimate parent, endeavours to continue to support the business.
Furthermore, the Company is actively pursuing ongoing funding plans to strengthen its financial position. These plans include seeking third party equity investors.
The directors have a reasonable expectation that, through these measures alongside the Company's current assets, there are adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
2.3. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated  contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.4. Research and Development
Expenditure on research activities is recognised within profit or loss as an expense is incurred.
Development costs are capitalised only where they can be identified with a specific product or project that will generate probable future economic benefits, the costs can be reliably measured and all the criteria under FRS 102 are met. They are amortised on a straight line basis to profit or loss over their estimated useful life. Amortisation begins when the intangible asset is available for use. All other development costs are expenses as incurred.
Intangibles and Research and Development
Capitalised development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance is written off to profit or loss.
Capitalised development costs are not treated as a realised loss for the purpose of determining the company’s distributable profits as the costs meet the conditions permitting them to be treated as an asset under FRS 102.
All intangible assets are considered to have a finite useful life. The estimated useful lives are as follows:
Software development – 3 to 4 years on a straight line basis
At each reporting date the company assesses whether there is any indication of impairment. If such indications exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. Any impairment loss is recognised immediately as an expense within profit or loss.
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2.5. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.  Depreciation  is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Plant & Machinery over 2 years on a straight line basis
2.6. Financial Instruments
Trade and other debtors / creditors
Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Impairment of financial assets
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.
For financial assets that are measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.
2.7. Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.   Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.8. Taxation
Income tax expense represents the sum of the tax currently payable.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Current or deferred tax for the year is recognised in profit or loss.
2.9. Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable  in accordance with the rules of the scheme.
3. Average Number of Employees
Average number of employees, including directors, during the year was as follows: 7 (2023: 5)
7 5
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4. Intangible Assets
Development Costs
£
Cost
As at 1 April 2023 1,675,313
Additions 384,312
As at 29 February 2024 2,059,625
Amortisation
As at 1 April 2023 1,184,749
Provided during the period 199,403
As at 29 February 2024 1,384,152
Net Book Value
As at 29 February 2024 675,473
As at 1 April 2023 490,564
5. Tangible Assets
Plant & Machinery
£
Cost
As at 1 April 2023 19,241
As at 29 February 2024 19,241
Depreciation
As at 1 April 2023 15,159
Provided during the period 1,671
As at 29 February 2024 16,830
Net Book Value
As at 29 February 2024 2,411
As at 1 April 2023 4,082
6. Debtors
29 February 2024 31 March 2023
£ £
Due within one year
Trade debtors 36,171 76,628
Other debtors 198,662 140,560
234,833 217,188
Due after more than one year
Other debtors - 8
234,833 217,196
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7. Creditors: Amounts Falling Due Within One Year
29 February 2024 31 March 2023
£ £
Trade creditors 145,344 56,207
Bank loans and overdrafts 10,000 10,000
Amounts owed to group undertakings 2,919,061 1,527,623
Other creditors 71,764 62,358
3,146,169 1,656,188
8. Creditors: Amounts Falling Due After More Than One Year
29 February 2024 31 March 2023
£ £
Bank loans 15,833 25,000
Amounts owed to group undertakings - 600,000
15,833 625,000
9. Share Capital
29 February 2024 31 March 2023
£ £
Allotted, Called up and fully paid 10 10
10. Pension Commitments
The company operates a defined contribution pension scheme for its employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £25,632 (2023: £22,790). 
At the balance sheet date unpaid contributions of £4,454 (2023: £4,328) were due to the fund.  They are included in Other Creditors.
11. Post Balance Sheet Events
On 14 March 2024, it was agreed that:
1)  £1.1m of intercompany loan due to EIP Europe LLP would convert to equity by allotment of the following shares:
- 499,000 of B shares (nominal value £0.01 each, paid £1 each) - alotted 19 March 2024, 
- 10,000 of preference shares (nominal value £0.01 each, paid £57 each) - alotted 19 March 2024.
2) EIP Europe LLP would waive the balance of the debt remaining after the conversion.
The company received additional investment as follows:
1) On 19 March 2024, 750,000 of A ordinary shares were allotted to EIP Limited, a company which became an ultimate parent undertaking as at that date. £750,000 was received by the company for this investment. 
On 26 November 2024. further 750,000 A ordinary shares were allotted to EIP Limited for which £750,000 was received by the company. 
12. Related Party Transactions
During the year, the company charged EIP Europe LLP £330,142 (2023: £360,000) for a licence fee, £25,695 (2023: £Nil) for a consultancy fee and £4,438 (2023: £94,960) in respect of sales that were recharged to third parties by EIP Europe LLP. The balance owed to the company by EIP Europe LLP at 29 February 2024 of £36,171 is included in trade debtors.
Also, the company owes EIP Europe LLP £2,919,061 (2023: £2,127,623). This loan is interest free and repayable on demand.
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13. Ultimate Parent Undertaking and Controlling Party
At 29 February 2024 the company's immediate and ultimate parent undertaking is EIP Europe LLP . EIP Europe LLP was incorporated in England and Wales. Copies of the group accounts may be obtained from its registered office address, Fairfax House, 15 Fulwood Place, London, WC1V 6HU
From 19 March 2024 EIP Limited became the company's immediate and ultimate parent company.
14. Audit Information
The auditor's report on the accounts of Patently Limited for the period ended 29 February 2024 was unqualified.
The auditor's report was signed by Gregg Olner Mphil BA (Hons) FCA (Senior Statutory Auditor) for and on behalf of Harrison Beale & Owen , Statutory Auditor.
Harrison Beale & Owen
Highdown House
11 Highdown Road
Leamington Spa
Warwickshire
CV31 1XT
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