Company registration number 02554007 (England and Wales)
BUSINESS MANAGEMENT SOFTWARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
BUSINESS MANAGEMENT SOFTWARE LIMITED
COMPANY INFORMATION
Directors
V Magliulo
D Kwon
Secretary
TMF Corporate Administration Services Limited
Company number
02554007
Registered office
2 Peterborough Business Park
Lynch Wood
Peterborough
PE2 6FZ
Auditor
Moore
Rutland House
Minerva Business Park
Lynch Wood
Peterborough
PE2 6PZ
BUSINESS MANAGEMENT SOFTWARE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 21
BUSINESS MANAGEMENT SOFTWARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The directors present the strategic report for the year ended 30 June 2024.
Review of the business
There have not been any significant changes in the Company's principal activity in the year under review. The sole product is called RUN and it is specifically for the US market. As a strategic and evolving project it is likely there will be an increase in the R & D costs in future years to ensure the product specifications are in line with the client and the legal requirements relating to that country, but the Company will continue to utilise offshore resources whenever possible in order to minimise costs.
The Company, as part of an organisational restructure as of 1 January 2025, has ceased trading and sold the trade and assets to Automatic Data Processing Limited, another Company within the Automatic Data Processing, Inc. group. There is no effect to the trade and development of RUN.
The Company have continued to develop and maintain the same product (RUN) for the US market with a focus on consumerisation of human capital management space for the small business owner up to 31 December 2024.
The Directors believe that there are no further principal risks and uncertainties facing the business other than the financial risks discussed below.
Principal risks and uncertainties
The Company's activities expose it to a number of financial risks, including foreign exchange risk and credit risk. The use of financial derivatives is governed by the Company's policies approved by the Directors, who provides written principles on the use of financial derivatives to manage these risks. The Company does not use derivative financial instruments for speculative purposes.
Foreign exchange risk
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates. Management considers that the foreign exchange risk primarily relates to intercompany transactions and, as this does not have any impact from Automatic Data Processing, Inc. group perspective, it does not consider it necessary to implement any mitigating controls.
Further the Brexit impact was considered and it was assessed that there will be no impact on the entity. No risk was identified, therefore no further controls were implemented.
Credit risk
The Company's principal financial assets are cash at bank and other debtors.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.
Key performance indicators
Turnover has remained consistent year on year.
Operating profit margin remain consistent at 6%.
Cash held at year end of £17.5m, an increase of £1.2m (7%) from 2023.
V Magliulo
Director
21 March 2025
BUSINESS MANAGEMENT SOFTWARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
The directors present their annual report and financial statements for the year ended 30 June 2024.
Principal activities
The principal activity of the Company is to maintain and develop the R&D function for Automatic Data Processing, Inc. in the UK, a leading payroll service and human resources software Company.
The Company develops human resources (HR) and Payroll software, solutions which are solely for the use in US Markets. The research and development expenditure is charged to the Statement of Comprehensive Income as it is incurred.
The Company is a wholly owned subsidiary of Automatic Data Processing, Inc.
Results and dividends
The results for the year are set out on page 7.
No dividends were paid in the year. Post year end a dividend of £17,231,559 was paid.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
V Magliulo
D Kwon
Auditor
The auditor, Moore, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.
Matters covered in the strategic report
See the Strategic Report for review of developments and future prospects and details to financial risk management objectives and policy.
BUSINESS MANAGEMENT SOFTWARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
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 Company’s auditor 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 Company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized Companies exemption.
On behalf of the board
V Magliulo
Director
21 March 2025
BUSINESS MANAGEMENT SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUSINESS MANAGEMENT SOFTWARE LIMITED
- 4 -
Opinion
We have audited the financial statements of Business Management Software Limited (the 'Company') for the year ended 30 June 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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:
give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter - basis of preparation on a basis other than going concern.
As set out in note 1.2, the Company has ceased trading on 31 December 2024. As a result of this the financial statements have been prepared on a basis other than going concern described in note 1.2. Our opinion is not modified in respect of this.
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
BUSINESS MANAGEMENT SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUSINESS MANAGEMENT SOFTWARE LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the Company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
BUSINESS MANAGEMENT SOFTWARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUSINESS MANAGEMENT SOFTWARE LIMITED (CONTINUED)
- 6 -
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
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.
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.
Mohamedraza Mavani
Senior Statutory Auditor
For and on behalf of Moore
25 March 2025
Chartered Accountants
Statutory Auditor
Rutland House
Minerva Business Park
Lynch Wood
Peterborough
PE2 6PZ
BUSINESS MANAGEMENT SOFTWARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
13,616,583
13,526,457
Cost of sales
(12,463,227)
(12,224,013)
Gross profit
1,153,356
1,302,444
Administrative expenses
(358,740)
(527,416)
Operating profit
4
794,616
775,028
Interest receivable and similar income
6
2,642
Profit before taxation
794,616
777,670
Tax on profit
7
1,017,709
609,027
Profit for the financial year
1,812,325
1,386,697
BUSINESS MANAGEMENT SOFTWARE LIMITED
BALANCE SHEET
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
8
243,199
246,174
Current assets
Debtors falling due after more than one year
9
225,385
230,443
Debtors falling due within one year
9
1,481,473
784,742
Cash at bank and in hand
17,512,817
16,296,169
19,219,675
17,311,354
Creditors: amounts falling due within one year
10
(1,784,468)
(1,711,447)
Net current assets
17,435,207
15,599,907
Total assets less current liabilities
17,678,406
15,846,081
Provisions for liabilities
Provisions
11
168,833
148,833
(168,833)
(148,833)
Net assets
17,509,573
15,697,248
Capital and reserves
Called up share capital
14
26,040
26,040
Share premium account
741,372
741,372
Profit and loss reserves
16,742,161
14,929,836
Total equity
17,509,573
15,697,248
These financial statements have been prepared in accordance with the provisions relating to medium-sized Companies.
The financial statements were approved by the board of directors and authorised for issue on 21 March 2025 and are signed on its behalf by:
V Magliulo
Director
Company registration number 02554007 (England and Wales)
BUSINESS MANAGEMENT SOFTWARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
26,040
741,372
13,543,139
14,310,551
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
1,386,697
1,386,697
Balance at 30 June 2023
26,040
741,372
14,929,836
15,697,248
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
1,812,325
1,812,325
Balance at 30 June 2024
26,040
741,372
16,742,161
17,509,573
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
1
Accounting policies
Company information
Business Management Software Limited is a private Company limited by shares incorporated in England and Wales. The registered office is 2 Peterborough Business Park, Lynch Wood, Peterborough, PE2 6FZ.
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.
This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this Company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the Company are consolidated in the financial statements of Automatic Data Processing, Inc. (incorporated in the USA). These consolidated financial statements are available from its registered office, 1 ADP Boulevard, Roseland, NJ 07068, USA.
1.2
Going concern
Following a review of business operations, the directors made the decision to cease trading when the contractual obligations of the business have been discharged. The Company has ceased trading on 31 December 2024. The trade and assets have been transferred to another group Company as at 1 January 2025.true
Accordingly, the accounts are prepared on a basis other than going concern. No adjustments were made as a result of this.
1.3
Turnover
Turnover represents amounts earned by the Company in respect of services provided during the year, excluding value added tax. Services are recognised to match the associated costs which can be contractually recharged, at an agreed mark up.
Other operating income relates to bank interest received.
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 11 -
1.4
Research and development expenditure
Research and development expenditure is charged to the statement of comprehensive income as it is incurred.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Straight line over the life of the lease
Fixtures and fittings
14%-25% per annum on cost
Computers
33%-50% per annum on cost
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 credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the Company reviews the carrying amounts of its tangible 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.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 12 -
1.8
Financial instruments
The Company 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 Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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 company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 company after deducting all of its liabilities.
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group Companies, 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 Company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company 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 Company.
1.10
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 Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Provisions
Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
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.
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
2
Judgements and key sources of estimation uncertainty
In the application of the Company’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 (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Dilapidation provision
The dilapidation provision is made for an obligation, to restore the lease premises to their original condition upon the termination of the lease. The cash flows are expected on termination of the lease. This provision is an estimated amount based on experience and historical information, which should arise when the lease terminates.
3
Turnover and other revenue
All income arises from the development and sale of human resources software to the USA.
2024
2023
£
£
Other revenue
Interest income
-
2,642
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange (gains)/losses
27
Fees payable to the company's auditor for the audit of the company's financial statements
21,000
19,500
Depreciation of owned tangible fixed assets
118,624
109,644
Share-based payments
174,602
218,681
Operating lease charges
180,048
166,114
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
5
Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
2024
2023
Number
Number
Management
2
3
Administration
1
1
Production and sales
68
62
Total
71
66
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
4,779,726
4,601,265
Social security costs
562,136
602,654
Pension costs
366,932
378,878
5,708,794
5,582,797
The directors did not receive any remuneration in the current or preceding year.
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
2,642
7
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(1,022,767)
(547,228)
Adjustments in respect of prior periods
(87,031)
Total current tax
(1,022,767)
(634,259)
Deferred tax
Origination and reversal of timing differences
5,058
25,232
Total tax credit
(1,017,709)
(609,027)
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
7
Taxation
(Continued)
- 17 -
The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
794,616
777,670
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
198,654
194,418
Tax effect of income not taxable in determining taxable profit
186,180
Effect of change in corporation tax rate
(29,560)
Permanent capital allowances in excess of depreciation
(5,112)
Research and development tax credit
(1,402,543)
(681,742)
Under/(over) provided in prior years
(87,031)
Taxation credit for the year
(1,017,709)
(609,027)
8
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 July 2023
551,409
317,817
867,397
1,736,623
Additions
88,651
26,998
115,649
Disposals
(210,184)
(210,184)
At 30 June 2024
640,060
317,817
684,211
1,642,088
Depreciation and impairment
At 1 July 2023
492,474
267,643
730,332
1,490,449
Depreciation charged in the year
20,902
9,272
88,450
118,624
Eliminated in respect of disposals
(210,184)
(210,184)
At 30 June 2024
513,376
276,915
608,598
1,398,889
Carrying amount
At 30 June 2024
126,684
40,902
75,613
243,199
At 30 June 2023
58,935
50,174
137,065
246,174
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 18 -
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,022,766
443,254
Amounts owed by group undertakings
3,199
Other debtors
444,452
151,469
Prepayments and accrued income
14,255
186,820
1,481,473
784,742
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
150,722
150,722
Deferred tax asset (note 12)
74,663
79,721
225,385
230,443
Total debtors
1,706,858
1,015,185
Amounts owed by group undertakings are interest free, repayable on demand and unsecured.
10
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,462
194,761
Amounts owed to group undertakings
218,638
275,896
Taxation and social security
169,435
204,590
Accruals and deferred income
1,394,933
1,036,200
1,784,468
1,711,447
Amounts owed to group undertakings are interest free, repayable on demand and unsecured.
11
Provisions for liabilities
2024
2023
£
£
Dilapidation provision
168,833
148,833
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
11
Provisions for liabilities
(Continued)
- 19 -
Movements on provisions:
Dilapidation provision
£
At 1 July 2023
148,833
Additional provisions in the year
20,000
At 30 June 2024
168,833
Provisions for liabilities relate to a dilapidation provision made for an obligation to restore the lease premises to their original condition upon the termination of the lease.
12
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:
Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
58,456
78,903
Tax losses
818
818
Unpaid pension contributions
15,389
-
74,663
79,721
2024
Movements in the year:
£
Asset at 1 July 2023
(79,721)
Charge to profit or loss
5,058
Asset at 30 June 2024
(74,663)
No significant changes to the deferred tax asset are expected within the next 12 months.
13
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
366,932
378,878
The Company operates a defined contribution pension scheme for all qualifying employees. Contributions outstanding at the balance sheet date totalled £61,555 (2023 - £103,128 ).
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 10p each
260,402
260,402
26,040
26,040
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any right of redemption.
On 20 December 2024 the Company cancelled and extinguished 260,392 Ordinary Shares of 10p each and all of its share premium.
15
Share based payments
The Company has a cash settled share based payment scheme for all employees, eligibility is dependent on term of service. The vesting period is four years. Units are granted to employees on 1 September and settled once a year over the vesting period at a price equal to the estimated fair value of the Company's shares on the payment date. Settlement is forfeited if the employee leaves the Company before the end of the vesting period.
16
Operating lease commitments
Lessee
At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
6,000
6,000
17
Events after the reporting date
A dividend of £17,231,559 was declared on 1 January 2025.
On 1 January 2025 the company sold its trade and assets to another group Company (Automatic Data Processing Limited) for £17,231,560.
18
Related party transactions
The Company has taken advantage of the exemption allowed by FRS 102 Section 33.1A, not to disclose any transactions with group undertakings provided that is a wholly owned subsidiary of Automatic Data Processing, Inc. for which consolidated financial statements are publicly available.
BUSINESS MANAGEMENT SOFTWARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
19
Ultimate controlling party
The ultimate parent Company, for which group financial statements are prepared is Automatic Data Processing, Inc. (incorporated in the USA). Copies of these financial statements can be obtained from the Company's registered office at 1 ADP Boulevard, Roseland, NJ 07068, USA. Automatic Data Processing, Inc. is the largest and smallest level at which consolidated financial statements are prepared.
The immediate parent Company was ADP Netherlands Holding B.V, a Company incorporated in the Netherlands, which is part of the Automatic Data Processing, Inc. group, and owned 100% of the share capital of Business Management Software Limited. On 1 January 2025 the immediate parent Company changed to ADP Nederland B.V. a Company incorporated in the Netherlands.
The financial statements are also publicly available at https://investors.adp.com/overview/default/aspx/.
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