Financial Statements
MyWorkpapers Group Limited
For the year ended 30 June 2024
Registered number: 12062592
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MyWorkpapers Group Limited
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Company Information
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Robert McKay (appointed 25 June 2024)
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Stephen Murdoch (appointed 25 June 2024)
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Semcon House, Edgehill Drive
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Chartered Accountants & Statutory Auditors
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MyWorkpapers Group Limited
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Contents
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Directors' responsibilities statement
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Independent auditor's report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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MyWorkpapers Group Limited
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Directors' report
For the year ended 30 June 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The principal activity of the Company is that of a holding company.
On 10 June 2024, Bright SG Limited, registered in the United Kingdom, entered a contract to acquire the entire issued share capital of MyWorkpapers Group Limited and its subsidiaries, whose principal business is the development of software.
The profit for the year, after taxation, amounted to £1,878 (2023: loss £199).
The directors have not recommended a dividend (2023: £Nil).
The directors who served during the year were:
Robert McKay (appointed 25 June 2024)
Stephen Murdoch (appointed 25 June 2024)
Richard Bryan Neal
Directors and their interests
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The directors who served during the year and their interests in the Company's issued share capital were:
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"A" Ordinary shares
of 0.01p each
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Robert McKay (appointed 25 June 2024)
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Stephen Murdoch (appointed 25 June 2024)
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Neither the directors nor the secretary, held any shares in the Company or any other group companies during the current year. Richard Bryan Neal held 597,584 ordinary shares and 311,450 option shares in prior year which were exercised during the year.
Branches outside the State
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There are no branches of the company outside the State.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Page 1
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MyWorkpapers Group Limited
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Directors' report (continued)
For the year ended 30 June 2024
After reviewing the Company's forecasts and projections, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its financial statements.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Grant Thornton, was appointed during the financial period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
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MyWorkpapers Group Limited
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Directors' responsibilities statement
For the year ended 30 June 2024
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
On behalf of the board:
Robert McKay
Director
Date: 28 March 2025
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Independent auditor's report to the members of MyWorkpapers Group Limited
We have audited the financial statements of MyWorkpapers Group Limited (''the Company''), which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 30 June 2024, and the related notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law 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, MyWorkpapers Group Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 30 June 2024 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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.
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Independent auditor's report to the members of MyWorkpapers Group Limited (continued)
For the financial year ended 30 June 2023, the Company was not required to obtain audited financial statements as the Company qualified as small under company law and availed of the small company audit exemption. Therefore, the corresponding figures have not been audited.
Other information comprises the information included in the Annual report, other than the financial statements and our Auditor's report thereon, including the Directors' report. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:
∙the information given in the Directors' report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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Independent auditor's report to the members of MyWorkpapers Group Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Employment laws in the UK, Data Protection and Compliance, Health and Safety Regulation in the UK, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the UK tax legislation and the Companies Act 2006. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
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Independent auditor's report to the members of MyWorkpapers Group Limited (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management and board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company’ legal correspondence and review of minutes of board meetings during the financial year to corroborate inquiries made;
∙gaining an understanding of the entity's current eactivities, the scope of authorisation and the effectiveness of its control environment to mitigate risks related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including bad debts provision, impairment assessment of investments; and
∙review of the financial statements disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls
The purpose of our audit work and to whom we owe our responsibilities
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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.
Jason Crawford (Senior statutory auditor)
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Auditors
13-18 City Quay
Dublin 2
Ireland
28 March 2025
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MyWorkpapers Group Limited
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Statement of comprehensive income
For the year ended 30 June 2024
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Interest receivable and similar income
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Profit/(loss) for the year
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The notes on pages 11 to 16 form part of these financial statements.
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Page 8
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MyWorkpapers Group Limited
Registered number:12062592
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Statement of financial position
As at 30 June 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS102 Section 1A – Small Entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 16 form part of these financial statements.
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MyWorkpapers Group Limited
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Statement of changes in equity
For the year ended 30 June 2024
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Contributions by and distributions to owners
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Shares issued during the year
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Statement of changes in equity
For the year ended 30 June 2023
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The notes on pages 11 to 16 form part of these financial statements.
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Page 10
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MyWorkpapers Group Limited
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Notes to the financial statements
For the year ended 30 June 2024
My Workpapers Group Limited is a private company limited by shares, incorporated and registered in the United Kingdom. The registered number of the Company is 12062592. The registered office of the Company is Semcon House Edgehill, Warwick, England. The nature of the Company's operations and its principal activities are set out in the Directors' Report.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company has availed of the exemptions in FRS 102 section 1.12 (b) which allows non disclosure of the requirements of Section 7 Statement of Cash Flows, Section 3 Financial Statement Presentation paragraph 3.17(d) and Section 11 Basic Financial Instruments disclosure. The Company has also availed of the exemptions in FRS 102 Section 1.12 (e) which allows non disclosure of the requirement of Section 33 Related Party Disclosures paragraph 33.7. The Company has availed of the above exemptions on the basis that it is a qualifying entity and its parent company includes this information in its consolidated financial statements (see Note 2.2).
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is itself a subsidiary company of P3R Midco 1 Limited, a company incorporated in Ireland, and is exempt from the requirement to prepare group accounts by virtue of the Companies Act 2014 section 299. The consolidated financial statements can be obtained from Unit 35 Duleek Business Park, Duleek, Co. Meath, Ireland. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
After reviewing the Company’s forecasts and projections, the Directors have a reasonable expectation that the Company has adequate resources including access to support from its parent, in order to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Interest income is recognised in profit or loss using the effective interest method.
Investments in subsidiaries are measured at cost less accumulated impairment.
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MyWorkpapers Group Limited
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Notes to the financial statements
For the year ended 30 June 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Where share options are awarded in respect of the Company;s shares, the fair value of the options is determined at the date of grant, and charged to profit or loss over the vesting period.
Upon exercise, the Company recognizes the difference between the exercise price and the market value of the shares at the time of exercise as equity. The corresponding amounts are recorded as an increase in share capital and share premium.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
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 in the Statement of comprehensive income.
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MyWorkpapers Group Limited
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Notes to the financial statements
For the year ended 30 June 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.
The following are significant management judgements in applying the accounting policies of the Company that have the most significant effect on the financial statements.
Bad debts provision
The Company estimates the bad debts provision related to its debtors based on assessment of specific accounts when the Company has information that certain counterparties are unable to meet their financial obligations. In these cases, judgment used was based on the best available facts and circumstances, including but not limited to, the length of relationship with the counterparty and the counterparty’s current credit status based on credit reports and known market factors. Judgment is used to record specific reserves for counterparties against amounts due to reduce the expected collectible amounts. These specific reserves are re-evaluated and adjusted as additional information received impacts the amounts estimated. The amounts and timing of recorded expenses for any period would differ if different judgments were made or different estimates were utilised.
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash- generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.
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The average monthly number of employees, including directors, during the year was 5 (2023: 3).
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Page 13
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MyWorkpapers Group Limited
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Notes to the financial statements
For the year ended 30 June 2024
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Other interest receivable
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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MyWorkPapers Australia Pty
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Semcon House Edgehill Drive
Warwick
England
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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Page 14
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MyWorkpapers Group Limited
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Notes to the financial statements
For the year ended 30 June 2024
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Cash and cash equivalents
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Authorised, allotted, called up and fully paid
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2,816,354 (2023 - 2,816,354) "A" Ordinary shares of £0.0001 each
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4,899,972 (2023 - 3,901,712) Ordinary shares of £0.0001 each
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During the year, the Company issued 100 shares upon exercise of stock options as part of acquisition of the group. The total proceeds received from the exercise of the options amounted to £1,199,318 at exercise prices between £0.42 and £1.55 per share.
Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
Includes all current and prior period retained profits and losses.
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Related party transactions
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During the year, the previous directors of the Company exercised stock options as part of the Bright Group's acquisition of the Company. The total proceeds received from the exercise of the options amounted to £1,199,318 at exercise prices between £0.42 and £1.55 per share.
The Company has availed of the exemptions in FRS102 Section 33, Paragraph 33.1A which allows non-disclosure of transactions between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member. The Company has availed of the exemptions in FRS 102 Section 1.12 (e) which allows non disclosure of the requirement of Section 33 Related Party Disclosures paragraph 33.7.
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Post balance sheet events
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There have been no significant events affecting the Company since the financial year end.
Page 15
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MyWorkpapers Group Limited
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Notes to the financial statements
For the year ended 30 June 2024
The Company is a wholly owned subsidiary of Bright SG Limited, a company incorporated in United Kingdom.
The ultimate controlling party is P3R Topco Limited, a Company registered in Jersey, the Channel Islands.
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