Financial Statements
Bright SG Limited (formerly Thesaurus Software Limited)
For the year ended 30 June 2024
Registered number: 04664435
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Bright SG Limited (formerly Thesaurus Software Limited)
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Company Information
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Stephen Murdoch (appointed 13 October 2023)
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Kevin McCallum (resigned 13 October 2023)
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Chartered Accountants & Statutory Auditors
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Bright SG Limited (formerly Thesaurus Software 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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Bright SG Limited (formerly Thesaurus Software Limited)
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Strategic report
For the year ended 30 June 2024
The Directors are pleased to present their Strategic Report for the company for the year ended 30 June 2024.
The principal activity of the Company is that of software development.
The Company’s profit for the year was £943,429 (2023: loss of £2,538,894). Turnover was £9,350,452 (2023: £7,518,513), 24.36% higher than in the prior year.
The increase in revenue and profit compared to the prior year reflects the fact that the Group was able to carry out their plans at the start of the year which is to improve their turnover and profit.
During the year, the Company acquired Myworkpapers Group Limited and its subsidiaries. Thus, fixed assets investment increased by £24,188,397.
Key performance indicators
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The directors have monitored the performance of the Company by reference to certain financial key performance indicators (KPIs). These KPIs include turnover, profitability, cash generation, and overall financial position. A summary of the company's financial results as at and for the financial year ended 30 June 2024 are set out in the table below:
Principal risks and uncertainties
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The directors consider that the principal risks and uncertainties faced by the Company are in the following categories:
Economic risk
The Company is exposed to the risk of foreign exchange losses, increased interest rates and or inflation having an adverse impact on served markets. The risk foreign exchange losses are managed by matching costs to income. There is strict management of costs to reduce the impact of increased interest rates and inflation.
Competitor risk
The directors of the Company manage competition through close attention to market research, benchmarking with competition, and recruitment of highly skilled professional staff.
Financial risk
The Company prepares regular cash flow forecasts to review liquidity requirements, and has prepared detailed plans covering the next 12 months of trading. The plan is updated on a regular basis as and when new information becomes available. The directors have financial reporting procedures to manage credit, liquidity and other financial risk.
Page 1
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Bright SG Limited (formerly Thesaurus Software Limited)
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Strategic report (continued)
For the year ended 30 June 2024
This report was approved by the board and signed on its behalf.
Page 2
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Bright SG Limited (formerly Thesaurus Software 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 software development.
The profit for the year, after taxation, amounted to £943,429 (2023: loss £2,538,894).
The directors have not recommended a dividend (2023: €Nil).
The Directors who served during the year and their interests in the Company's issued share capital were:
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Ordinary shares
of £1 each
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Stephen Murdoch (appointed 13 October 2023)
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Kevin McCallum (resigned 13 October 2023)
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Neither the directors nor secretary, held any shares in the company or any other group companies at any point during the current or prior years.
The Company made no political or charitable contributions during the financial year that would require disclosure in the financial statements (2023: £Nil).
Events since the end of the year
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In October 2024, the Company entered into a contract to acquire 100% of Anglia Registrars Ltd, a company registered in the United Kingdom, whose principal activity is company secretarial software.
Research and development activities
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The Company has engaged in research and development with regards to product development during the financial period ended 30 June 2024 and has incurred €457,073 (2023: €79,351) in relation to these activities.
Branches outside the United Kingdom
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There are no branches of the company outside the UK.
Matters covered in the Strategic report
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As permitted by Section 414 (c) (11) of the Companies Act 2006, the directors have elected to disclose information required to be in the directors' report by Schedule 7 of the "Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008", in the Strategic report.
Page 3
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Bright SG Limited (formerly Thesaurus Software Limited)
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Directors' report (continued)
For the year ended 30 June 2024
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.
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.
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 4
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Bright SG Limited (formerly Thesaurus Software Limited)
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Directors' responsibilities statement
For the year ended 30 June 2024
The Directors are responsible for preparing the Strategic report, 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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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:
Date: 28 March 2025
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Independent auditor's report to the members of Bright SG Limited (formerly Thesaurus Software Limited)
We have audited the financial statements of Bright SG Limited (formerly Thesaurus Software 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 the preparation of the financial statements is applicable law and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, Bright SG Limited (formerly Thesaurus Software 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 Bright SG Limited (formerly Thesaurus Software Limited) (continued)
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 and the Strategic 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 and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have 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 and the Strategic 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 Bright SG Limited (formerly Thesaurus Software 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 Companies Act 2006, 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 UK tax legislation. 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 Bright SG Limited (formerly Thesaurus Software Limited) (continued)
Responsibilities of the auditor for the audit of the financial statements (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
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’s 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 activities, 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 impairment assessment of investments, bad debts provision, economic lives for depreciation, and timing of revenue recognition; 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
Date: 28 March 2025
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Bright SG Limited (formerly Thesaurus Software Limited)
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Statement of comprehensive income
For the year ended 30 June 2024
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Exceptional other operating charges
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Profit/(loss) for the year
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There was no other comprehensive income for 2024 (2023: £Nil).
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The notes on pages 13 to 25 form part of these financial statements.
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Page 10
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Bright SG Limited (formerly Thesaurus Software Limited)
Registered number:04664435
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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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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 25 form part of these financial statements.
Page 11
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Bright SG Limited (formerly Thesaurus Software Limited)
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Statement of changes in equity
For the year ended 30 June 2024
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Comprehensive income for the year
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Statement of changes in equity
For the year ended 30 June 2023
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 13 to 25 form part of these financial statements.
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Page 12
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
Bright SG Limited, formerly Thesaurus Software Limited, is a private company limited by shares, registered in UK with registration number of 04664435. The registered address is 3 Shortlands, London, England.
The Company is primarily engaged in the provision of payroll software development.
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 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 judgment 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.
Business combinations are accounted for by applying the purchase method. The cost of the business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination.
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.
Page 13
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Bright SG Limited (formerly Thesaurus Software 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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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Sterling (£).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end, foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Subscription services
The Company’s primary revenue stream arises from subscription services, where customers access the Company’s software over a specified term. Revenue from these contracts is recognized on a straight-line basis over the contract term, as the customer simultaneously receives and consumes the benefits of the service. The Company’s software is provided continuously, and no significant delays or milestones exist in the performance of the service, meaning the service is rendered over time.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 14
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
2.Accounting policies (continued)
Defined contribution plan
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit and loss in the period in which it arises.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Exceptional items are material items of income or expense that, due to their size, nature, or incidence,
require separate disclosure in order to provide a better understanding of the entity’s financial performance. These items are not expected to recur frequently and typically include:
- Costs associated with significant restructuring or reorganization of the business.
- Impairments of non-current assets.
- Other non-recurring items that significantly affect the results for the period.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
Page 15
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Bright SG Limited (formerly Thesaurus Software 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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Tangible fixed assets (continued)
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of non-financial assets
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At each reporting date, non-financial assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying value is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in profit or loss.
If the circumstances that gave rise to the impairment loss subsequently reverse, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
Any impairment losses recognised in respect of goodwill cannot be subsequently reversed, even if the original circumstances giving rise to the impairment cease to apply.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive 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.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 16
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
2.Accounting policies (continued)
Tax is recognised in profit or loss unless it relates to a transaction recognised as other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity respectively.
Current tax
Current tax is recognised for the amount of income tax the company expect to pay on taxable profit for the current or past reporting periods. This is determined based on the tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operate.
Basic financial instruments
The Company enters into basic financial instrument transactions that result in the recognition of financial asset and liabilities like trade and other debtors and creditors.
Debt instruments (other than those wholly repayable or receivable within one year), including accounts payable and receivable, are initially measured at the transaction price (adjusted for transaction costs) and subsequently measured 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 arrangement constitutes a financing transaction, such as a trade debtor or creditor on extended credit terms, initial measurement is at the present value of future cash flows discounted at a market rate of interest. Subsequent measurement is 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 such evidence is identified, an impairment loss is recognised in the statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the carrying amount and the present value of estimated cash flows discounted at the original effective interest rate. If the financial instrument has a variable interest rate, the currently effective rate under the contract is used.
For financial assets measured at cost less impairment, the impairment is measured as the difference between an asset’s carrying value and the best estimate of its 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.
Page 17
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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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.
Timing of revenue recognition
The Company exercises judgment in determining when the customer has received and consumed the benefits of the service. Revenue is generally recognized over the term of the contract as the customer receives and consumes the benefits of the service. Where there is uncertainty as to the exact timing of delivery or benefits, the Company will apply its judgment to determine the most appropriate method for recognizing revenue over the term of the contracts.
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. The Company used judgment 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.
Establishing useful economic lives for depreciation purposes of tangible fixed assets
Long-lived assets, consisting primarily of tangible fixed assets, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and estimates of residual values. The Directors regularly review these asset useful economic lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful economic lives is included in the accounting policies.
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.
In the opinion of the directors, the disclosures required by Paragraph 62, Section 1 & 2, of Schedule 3 of the Companies Act 2014 would be seriously prejudicial to the interests of the Company. As such, the directors have availed of the exemption contained within Paragraph 62, Section 6 of the Schedule to the Companies Act 2014.
Page 18
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Management services - intercompany
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Staff costs, including the Directors, during the financial year were as follows:
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The average monthly number of employees, including the Directors, during the year was as follows:
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Processing and administration
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Page 19
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Profit on ordinary activities before taxation
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The profit/(loss) on ordinary activities before taxation is stated after charging:
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Depreciation of tangible assets
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Other operating lease rentals
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - lower than) the blended rate of corporation tax in the UK of 25% (2023 - 20.5%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by blended rate of corporation tax in the UK of 25% (2023 - standard rate of 20.5%)
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Capital allowances for year in excess of depreciation
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(Benefit)/Relief from losses brought forward
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Expenses not deductible for tax purposes
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 20
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Exceptional costs include implementation, acquisition bonus, redundancy and recruitment costs.
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Charge for the year on owned assets
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Page 21
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Investments in subsidiary undertaking
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On 10 June 2024, the Company entered into a contract to acquire the entire issued share capital of MyWorkpapers Group Limited and its subsidiaries, a company registered in England and Australia, whose principal purpose is the development of software.
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The following were subsidiary undertakings of the Company:
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AccountancyManager (AM) Limited
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Semcon House, Edgehill Drive, Warwick, CV34 6QZ, United Kingdom
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Semcon House, Edgehill Drive, Warwick, CV34 6QZ, United Kingdom
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Myworkpapers Group Limited
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Semcon House, Edgehill
Drive, Warwick, CV34
6QZ, United Kingdom
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Semcon House, Edgehill
Drive, Warwick, CV34
6QZ, United Kingdom
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MyWorkpapers Australia Pty Ltd
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Suite 2105, Level 1, 9 Lawson Street, Southport, Queensland 4215, Australia
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Page 22
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Trade and other creditors are payable at various dates over the coming months in accordance with the suppliers’ usual and customary credit terms.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Other taxes including social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions.
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Page 23
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Allotted, called up and fully paid
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6 (2023 - 6) Ordinary shares of £1.00 each
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Share premium
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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The Company has availed of the exemptions in FRS102 Section 33, Paragraph 33.1A which allows nondisclosure 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.
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The Company's future minimum operating lease payments at the balance sheet date were as follows:
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Between 1 year and 5 years
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Post balance sheet events
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In October 2024, the Company entered into a contract to acquire 100% of Anglia Registrars Ltd, a company registered in the United Kingdom, whose principal activity is company secretarial software.
Page 24
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Bright SG Limited (formerly Thesaurus Software Limited)
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Notes to the financial statements
For the year ended 30 June 2024
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Controlling party and ultimate controlling party
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The Company is a wholly owned subsidiary of Bright SG Limited, formerly Thesaurus Software Limited, incorporated in Ireland.
The ultimate controlling party is P3R Topco Limited, a company registered in Jersey, the Channel Islands.
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Approval of financial statements
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The board of Directors approved these financial statements for issue on 28 March 2025.
Page 25
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