Financial Statements
CWSI (UK) Limited
For the year ended 31 December 2023
Registered number: 08032836
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Company Information
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Chartered Accountants & Statutory Auditors
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International Financial Services Centre
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Contents
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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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CWSI (UK) Limited
Registered number:08032836
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Statement of financial position
As at 31 December 2023
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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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Net current (liabilities)/assets
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Shareholder (deficit)/funds
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
Page 1
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Statement of changes in equity
For the year ended 31 December 2023
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Comprehensive loss for the year
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Statement of changes in equity
For the year ended 31 December 2022
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Comprehensive income for the year
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The notes on pages 3 to 10 form part of these financial statements.
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Page 2
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Notes to the financial statements
For the year ended 31 December 2023
CWSI (UK) Limited ("the Company") is a private company, limited by shares, domiciled and registered in UK. The registered number of the Company is 05298456 and the address of its registered office is Unit 3, The Pavilions, Ruscombe Business Park, Reading, Berkshire, England, RG10 9NN.
The principal activity of the group is providing, deploying and supporting cybersecurity services for endpoint users across medium, enterprise and government organisations.
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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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:
The Directors have prepared cash flow projections for a period of at least twelve months from the date of the approval of the financial statements. In addition CW Systems Integration System, the Company's parent company, has indicated its commitment to provide financial support, if needed, to the Company for at least 12 months from the approval of the financial statements to ensure the Company is in a position to meet its financial obligations as they fall due.
Consequently, the directors are confident that the Company will have access to sufficient funds to continue to meet its liabilities as they fall due for the foreseeable future and in their opinion there is no material uncertainty regarding the Company’s ability to meet its liabilities as they fall due, and to continue as a going concern.
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 Company derives its income from the sale of software and hardware products and the provision of maintenance and other professional service contracts.
Sale of goods
The revenue from sale of software and hardware products is recognised in the month of sale on the basis that no further services nor costs incurred are required to be performed once the software licence has been sold or hardware products are delivered.
The following criteria must also be met before revenue is recognised:
Page 3
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Maintenance service contract revenue that is sold separately from software licenses is recognised rateably over the term of the contract. For multi-element term licences that include software licences and maintenance services, revenue is recognised on the software license element in the month of sale on the basis that no further services nor costs incurred are required to be performed once the software licence has been sold. The maintenance service element of the contract is recognised equally over the term of the agreement.
Other professional service contract revenue are recognised in the period in which the services are provided in accordance with the stage of completion of the contract and when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 4
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Notes to the financial statements
For the year ended 31 December 2023
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 pound 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'.
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Operating leases: the Company as a 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 straightline 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.
The contributions to employee pension are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 5
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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 provided on the following basis:
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Fixtures, fittings and equipment
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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.
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.
Page 6
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
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.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in 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 in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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.
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.
Page 7
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Notes to the financial statements
For the year ended 31 December 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Preparation of the financial statements requires management to make significant judgments and estimates.
Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may ultimately differ from these estimates.
In the process of applying the company’s accounting policies, management has made the following judgments and estimates, which have the most significant effect on the amounts recognized in the financial statements:
Impairment of debtors
Provisions are made for specific and groups of accounts, where objective evidence of impairment exists. The Company evaluates these accounts based on available facts and circumstances, including, but not limited to, the length of the company's relationship with the customers, the customers’ current credit status based on known market forces, average age of accounts, collection experience and historical loss experience.
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The average monthly number of employees, including directors, during the year was 23 (2022: 22).
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Fixtures, fittings and equipment
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Page 8
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Notes to the financial statements
For the year ended 31 December 2023
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Trade and other debtors are receivable at various dates over the coming months in accordance with the Company's credit terms.
Amounts owed by group undertakings are interest free, unsecured and repayable 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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Taxation and social insurance
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Amounts due to group undertakings are unsecured, interest free and repayable on demand.
Trade creditors and accruals are payable at various dates over the coming months in accordance with the suppliers' usual and customary credit terms.
Taxes are repayable at various dates over the coming months in accordance with the applicable statutory provisions.
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Page 9
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Notes to the financial statements
For the year ended 31 December 2023
Called up share capital
Called up share capital represents the nominal value of shares that have been issued.
Profit and loss account
This account includes all current and prior period retained profits and losses.
The Company operated a defined contribution scheme during the year. The assets of the schemes are held separately from those of the Company. Pension costs for the year amounted to £52,840 (2022: £62,720). At the year end the liability outstanding was £17,965 (2022: £16,962).
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Related party transactions
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The Company availed the disclosure exemptions in accordance with FRS102 from disclosing transactions with other wholly owned subsidiaries.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
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Ultimate controlling party
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The parent company and ultimate controlling party is CW Systems Integration Limited which is incorporated and registered in the Republic of Ireland and is the smallest and largest group into which the results of the Company are consolidated. The financial statements of CW Systems Integration Limited are available to the public and can be obtained at Companies Registration Office in Dublin 1, Republic of Ireland.
The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.
The audit report was signed on 16 April 2025 by Jason Crawford (Senior statutory auditor) on behalf of Grant Thornton.
Page 10
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