The directors present the strategic report for the year ended 31 December 2024.
Principal Activities
Causeway Software Holdings Limited provides investment funding and financing for high growth technology businesses.
Business Review and future developments
The Company through its investment in Causeway Software Limited, has 100% ownership of a group headed by Causeway Software Solutions Limited, a leading software provider for the Construction Industry and Built Environment that serves 3,500 customers in 47 countries (2023: 3,200 customers in 47 countries).
Financial Review
Causeway provides software based upon Annual Recurring Revenue (“ARR”) subscriptions. The typical minimum term for customer subscription contracts is 5-years and Causeway considers the growth in the lifetime value of these contracts (“LCV”) as a key performance indicator; LCV equates to the annual value of a contract multiplied by the remaining minimum term.
At 31st December 2024 the Annual Contract Value (“ACV”) of all live contracts amounted to £76.1m, an 11% increase compared to prior year. The total LCV of all contracts amounted to £291.2m (2023: £241.8m).
Importantly, the recurring revenue recognised in 2024 represented 92% (2023: 92%) of total Group revenue, providing a solid platform for stability and growth.
Group EBITDA in the period amounted to £18.1m (2023: £13.8m), which included significant strategic investment ahead of the next phase of growth. EBITDA adjusted for this investment was £23.5m, a 15% increase in the year versus 2023 (£20.5m Adjusted EBITDA). EBITDA cash conversion was 133%, resulting in cash EBITDA of £24.0m.
The Group’s significant investment in Research & Development continued with a total investment of £16.2m (2023: £13.5m), culminating in the release of CausewayOne, the cloud platform designed to connect and digitalise construction and maintenance business processes and data across the construction supply chain. This will yield significant growth opportunities over the coming years.
In 2021 the Group secured a £120 million investment to fund strategic acquisitions and accelerate organic growth. Five Arrows Principal Investments, the European corporate private equity arm of Rothschild & Co, made this investment in return for a significant minority stake in Causeway.
During 2022 the group secured a new financing package with Goldman Sachs who have provided £135m of term facilities to date. The facilities will also provide further funding for future acquisitions and to support organic growth.
The Goldman Sachs facilities are represented in Causeway Technologies Holdings Limited, the subsidiary of Causeway Software Holdings Limited.
In October 2024 Causeway group acquired Buchanan Computing, a leading provider of traffic management software for local authorities and transport professionals. This acquisition adds breadth to the group's offering in relation to traffic regulation order software, closely aligning with the One Network acquisition in the prior year.
Fair Review of the business
Financial Forecast
Management anticipates recognised ARR will represent 92% of total revenue in the period to 31st December 2025.
Contracted ARR now significantly exceeds full year operating costs. All new ARR bookings (less adjustment for inflation, attrition, and incremental investment) will directly correlate to improved EBITDA in subsequent years.
Research and Development Current and Future
The company is investing significant sums in Research and Development (“R&D”), and have budgeted to increase expenditure further in 2024.
Human Resource
Specialist HR Business Partners are now in place to support the key Product, Engineering, Sales and Services teams as the business seeks to grow and upskill these key functions in anticipation of the growth opportunities within the sector.
The key risks of the business are a possible increase in attrition of the customer base that might arise due to adverse market conditions following financial impact of inflation and rising prices.
The transition to long-term subscription based ARR contracts has insulated the company against these changes to financial conditions. It should be noted that customers rely upon Causeway licenced products to carry out critical business functions and continued use of these products is contingent upon the customers paying in line with contractual terms. It should be further noted a substantial value of the contracted £76.1m ARR is received from larger and more financially resilient companies.
Notwithstanding these safeguards, the company has the ability to reduce operating costs in the event that there is an increase in the incidence of customer failures and default.
The most significant financial risks that the company is exposed to are described below.
Credit risk
The Group's credit risk is primarily attributable to its trade receivables. The Group continuously monitors customer credit levels and obtains, where necessary, external credit reports on customers. The amounts presented in the balance sheet are net of any allowance for doubtful debtors, based on prior year experience and an assessment of specific circumstances by the directors. The Group has no significant concentration of credit risk, with exposure spread over a number of clients. All customers have a licence contract, which reduces the risk of non-payment of licence fees.
Liquidity risk
The Group manages its liquidity by monitoring the day-to-day cash flow needs of the business. The Group has substantial cash reserves and use of bank loans to finance expansion opportunities. The Group also monitors cashflow forecasts to ensure that sufficient liquidity exists within the Group to settle liabilities as they fall due and to ensure that covenant requirements are complied with.
Interest rate risk
The Group finances its operations through a mixture of retained profits, investment, and bank borrowings. The bank borrowings bear interest at a fixed rate above SONIA and therefore movements in SONIA affect the group’s exposure to interest rate risk.
Reference to key financial and non-financial performance indicators is made above, under “Business Review”.
Environmental matters
The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
The Group monitors its Carbon Footprint and has a carbon reduction plan.
S172 Companies Act 2006
The Board is aware of its duties under s172 of the Companies Act 2006 and has worked throughout the year to promote the success of the company for the benefit of its members as a whole. In doing so, they have had regard (among other matters) to:
The likely consequences of any decision in the long term
The Group's long-term strategic objectives, including progress made during the year and principal risks to these objectives, are stated earlier within this report.
Shareholders
The Board considers its shareholders to be the ultimate stakeholders of the company and is focused on long term value for their benefit. Our intention is to behave responsibly towards our shareholders and treat them fairly and equally.
Employees
The Board considers employees to be a primary stakeholder in the business, and strives to retain and motivate all employees, as well as attracting high quality new talent. The culture is to be supportive and actively recognise efforts, ensuring employees feel they are making an impact doing fulfilling work, as well as encouraging people to grow and develop. The company has a strong focus on employee engagement and HR strategy and seek year on year to continue achieving recognition as an award-winning workplace that employees enjoy being a part of. The wellbeing of employees is very important, and integrating work and family life, as well as taking care of oneself and giving back, are all encouraged.
Customers
The group is a critical supplier to the construction industry and the satisfaction of its customers is a high priority. The sales and product teams are in regular contact with customers through regular account management meetings, calls, webinars and through this are able to obtain feedback regarding existing and new solutions, as well as discuss opportunities and ideas for how we can better their experience as the industry digitises its operations. The company also monitors volumes and trends in support calls, making improvements where required, to ensure a high-quality level of service.
The Environment
The Board places a strong emphasis on sustainability and protecting the environment. The organisation is carbon neutral, and regularly sets new goals to address the environmental impact of products and business operations. The group is also committed to helping customers reduce their impact on the environment.
High Standard of Business Conduct
The Board set out to behave in a responsible manner, operating within the high standards of business conduct and good governance. This is epitomised in the certifications achieved for ISO 22301 Business Continuity Management and ISO 27001 Information Security Management, ensuring that risks are identified and minimised, and that the business has the resource and ability to continue in normal operation where abnormal circumstances arise.
S172 Companies Act 2006 (continued)
Suppliers
There have been continuing efforts to strengthen and improve the group's relationship with its suppliers. A large proportion of spend is with a small number of key suppliers, who the group have been maintaining relationships with over several years. With the recent acquisitions, the Board have taken the opportunity to review business critical suppliers and consider where we can take advantage of economies of scale. A new purchase order process has also been implemented to improve the supplier experience and ensure prompt payment.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £32,781,899 (2023: £21,093,199).
Consolidated total assets are £201.4m as at 31 December 2024 (2023: £213.8m) and the Group continues to enjoy strong liquidity with cash reserves at the year end of £12.7m (2023: £22.7m).
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Information on the financial risk management review and future prospects and the principal risks and uncertainties of the business are shown in the Strategic Report.
During the year, the company made charitable donations of £114,984 (2023: £193,832).
Statement of engagement with suppliers, customers and others in a business relationship with the Company
The Directors are mindful of their statutory duty to act in the way they each consider, in good faith, would be most likely to promote the success of the Company and of the Group for the benefits of its members as a whole, as set out in our s172(1) statement within the Strategic Report. A consideration- of the Company's and the Group's relationship with wider stakeholders, including suppliers and customers, is also disclosed in the same statement.
Our engagement with employees is detailed below:
Causeway's continued ambition is to perform at best-in-class levels, delivering good outcomes for customers and shareholders. Our People Strategy therefore aims to ensure that the business has the organisåtional capability required to achieve its goals and ambitions. It includes organisational design and structure, strategic resourcing, diversity and inclusion, performance, talent development, a positive psychological contract, compensation and benefits, a positive work environment, organisational culture and employee engagement.
Causeways culture and engagement strategy focuses on a number of key areas that have the greatest influence on employee engagement/disengagement: our vision, our values, open and honest communication, leadership and management, high performing teams, organisational development and job design, learning and development, reward, benefits and wellbeing, recognition, environment, and leaving us. Continued progress against these key areas has been of strategic importance.
Progress against each of the key areas that contribute to our culture is monitored and measured through an annual survey, continuous assessment, and various feedback loops between directors, managers, employees and HR Business partners. The senior leadership team and HR Business Partners are responsible for ensuring that plans address any shortfalls and continuous progress is made against our targets. Regular company updates are provided from the CEO to employees. Senior leaders meet teams through site visits, webcasts and online forums, whilst a Yammer forum enables open communication for everyone. We listen to any feedback or concerns and share our survey results openly. Open and honest communication is encouraged to help build high levels of trust. All of this helps to shape our initiatives and programmes, including those in relation to the wellbeing of our people. Causeway's benefits and wellbeing is deeply embedded in the culture of the organisation and is at the heart of how we look after our people. Our strategy has been recognised externally through numerous awards which illustrates the continued progress being made.
On 1st January 2025, all trade and assets of Buchanan Computing Limited and Buchanan Technologies Limited were hived up into Causeway Technologies Limited at book value.
The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Causeway Technologies recognises its responsibilities towards good environmental practice and compliance with all applicable environmental legislation. In our commitment to continually improve our environmental performance, we operate an Environmental Management System (EMS) which is compliant with ISO14001:2015 and reports under the requirements of UK ESOS and SECR legislation.
This document presents the energy and carbon reporting 2024 financial year for Causeway Technologies, in fulfilment of the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 and Streamlined Energy and Carbon Reporting (SECR). Previous year’s figures are included for comparison.
In line with UK Government Environmental Reporting Guidelines, Scope 1, Scope 2 and relevant Scope 3 emissions for Causeway Technologies have been calculated and are included in the total emissions figure. This covers gas combustion, purchased electricity for own use and transport use as defined in Chapter 2, Section 7 of UK Environmental Reporting Guidelines. Scope 2 emissions are reported on a location-basis.
The methodology used to establish this report is aligned with the UK Government’s Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting guidance March 2019 (Updated Introduction and Chapters 1 and 2). GHG emissions have been calculated following guidance set out by ISO 14064-1, the global standard for the quantification and reporting of GHG emissions.
Emissions were calculated using the UK Government 2024 conversion factors. Calculations were made using data from electricity and gas meters and mileage expense claims from staff. Where data on electricity consumption were unavailable, estimates for these locations were made based on floor space (square foot) and data from locations where meter readings were available. Where estimates and assumptions were made, a transparent method that avoided underestimating was employed.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1 million revenue.
The group is working with external specialists to engage in more energy efficient approaches to business.
We have audited the revised financial statements of Causeway Software Holdings Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the original 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.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Causeway Software Holdings Limited (formerly Invesco Software Holdings Limited) (“the company”) is a private limited company incorporated in England and Wales. The registered office is Third Floor Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire, England, SL9 8EL.
The group consists of Causeway Software Holdings Limited and all of its subsidiaries.
These financial statements are for the year to 31 December 2024 and have been prepared in accordance with FRS 102, “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and the requirements of the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The consolidated financial statements present the results of company and its own subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Liabilities largely relate to deferred income which does not relate to cash owed to external parties. The directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Group and company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, valued added tax and other sales taxes.
The following criteria must also be met before revenue is recognised:
Sales of goods and services
Revenue from the sale of goods and services is recognised when all of the following conditions are satisfied:
The Group and company has transferred the significant risks and rewards of ownership to the buyer
The Group and company retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold
The amount of revenue can be measured reliably
It is probable that the Group and company will receive the consideration due under the transactions
The costs incurred or to be incurred in respect of the transaction can be measured reliably; and
The stage of completion of the contract at the end of the reporting period can be measured reliably.
Where the directors consider it possible to unbundle components of revenue which make up a contractual arrangement with a customer, and these components can be fair valued, each component of revenue is recognised separately.
Initial licence fees are recognised on delivery of software licences to customers where it can be demonstrated that the risks and rewards of ownership have passed. Annual licence and maintenance fees are recognised on a straight line basis over the life of the contract.
Turnover of maintenance and other professional service contracts is invoiced in advance and released to the profit and loss account on a straight line basis over the course of the contract in line with contract terms.
Interest income
Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.
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 the Consolidated Statement of Comprehensive Income.
Investments in subsidiaries are valued at cost less provision for impairment.
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from 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 payables or receivables, 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 Consolidated 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, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the Consolidated Statement of Financial Position date.
Debtors
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.
Creditors
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 taxation expense for the year comprises current and deferred tax.
Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Consolidated 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; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Consolidated Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals paid under operating leases are charged of the Consolidated Statement of Comprehensive Income 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.
Functional and presentation currency
The Company's functional and presentational currency is GBP.
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 the Consolidated Statement of Comprehensive Income 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 the Consolidated Statement of Comprehensive Income within 'other operating income'.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Finance costs
Finance costs are charged to the Consolidated Statement of Comprehensive Income 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 and amortised over the term of the debt.
Research and development
Research and development expenditure is written off in the year in which it is incurred.
Related party transactions
The Group discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the Group's financial statements.
Preparation of the financial statements requires management to make significant judgements and estimates. Judgements and estimates are continually re-assessed and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the Consolidated Statement of Comprehensive Income, when, and if, better information is obtained.
Critical judgements that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
The recognition of deferred tax assets is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognise deferred tax assets depends on many factors, including the Group's ability to generate such profits and the implementation of effective tax planning strategies. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets.
The Group depreciates or amortises its intangible and tangible fixed assets over their estimated useful lives,as more fully described in the accounting policies for Intangible and Tangible assets in section 1.5, 1.6 and 1.7 above. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, developments in the wider business and maintenance programmes. Management believes that the assets have a long track record of stability and achievement and that there are high barriers to market entry. Management is committed to continue to invest in the intangible assets for the long term to maintain and enhance their value. Management estimates the useful life of the consolidated goodwill to be at least 20 years. This is based on customer relationships, low level attrition rates and the durability of the product platform.
Where there are indicators of impairment of individual assets, management perform impairment tests based on the fair value less costs to sell or a value in use calculation. The value in use model is based on a discounted cash flow model, cash flow being based on budgets, and estimated discount rates. Forecast revenues take into consideration contracted sales and attrition rates.
As part of the consideration of impairment of non-financial assets, management have considered the definition of a cash generating unit, and have judged that the whole business comprises one cash generating unit. Accordingly the impairment review has been prepared on that basis.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Group revenue contracts are often invoiced in advance for considerable periods of time therefore creating a deferred revenue balance. The revenue is recognised in line with the Group's revenue recognition policy at 1.4 and recognised on a straight line basis over the life of the contract. Revenue is deferred until the service has been provided.
Group intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. The valuation of intangible assets are subject to estimation uncertainty as it is based on the reasonableness of the estimated useful lives and management's knowledge in assessing for impairments. Impairment reviews are carried out annually and if a reliable estimate of the useful life cannot be made, it is assumed to not exceed ten years.
Audit fees for the company were borne by Causeway Technologies Limited.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Staff costs, including directors' remuneration, were as follows:
There were 2 (2023: 2) directors within the pension scheme.
The directors are considered to the only Key Management Personnel.
All directors' remuneration included above is paid by a subsidiary of the group.
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The standard rate of corporation tax increased to 25% on 1 April 2023. As such, 2024 was the first full year at the increased rate.
Amortisation of intangible fixed assets is included within administrative expenses.
Customer contracts, brand and software relate to individually identifiable intangible assets relating to the acquisition of Simeio group, Yotta group and One Network group.
There are no material differences between the replacement cost of stock and the Consolidated Statement of Financial Position amounts.
The following are subsidiary undertakings of the company, those companies held 100% directly through the Company are marked with a *.
The registered offices of the subsidiary undertakings are as follows:
United Kingdom (1) Third Floor, Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire,
England, SL9 8EL
United Kingdom (2) 2nd Floor Whatman House, St. Leonards Road, Allington, Maidstone, ME16 0LS
United Kingdom (3) 133 Fountainbridge, Edinburgh, Midlothian, Scotland, EH3 9BA
India Maruthi Sapphire, Survey No. 102/3A Old Airport Road, Murugesh Palya, Bengaluru -
560 017, Karnataka, India
Ireland 49 Woodfield, Rathfarnham, Dublin 16, Co. Dublin, D16 K5W7
France Le Dièse 134-142, rue Danton, 92300 Levallois-Perret
Australia Level 3 261 George Street SYDNEY NSW 2000
Portugal Avenida da Republica, 50 8º Lisboa 1069-211
United States of America 1000 N.West Street, Suite 1200, Wilmington, Delaware, DE 19801
The subsidiaries marked with a # above intend to take the entitled exemption from audit under section 479A of the Companies Act 2006. Causeway Software Holdings Limited has therefore given a guarantee under section 479C of the Companies Act 2006 in respect of each of these companies.
An impairment loss of £955,842 (2023: £305,897) was recognised against trade debtors.
Amounts owed by group undertakings and related parties are receivable on demand and bear interest at 1% above the rate of interest set out in a facility agreement between Goldman Sachs, Global Loan Agency Services Limited and Causeway Technologies Holdings Limited.
In the 2022 year, the company restructured and consolidated its funding arrangements by way of raising a term loan facility of £100,000,000, acquisition facility of £20,000,000 and revolving facility of £15,000,000. The term loan facility was drawn down in the previous year to repay existing bank and shareholder loans held in the company.
During the year, the additional facility was drawn down of £10,000,000 and the revolving loan facility was also drawn down being £5,000,000.
Bank loans are subject to interest at 5.5% above SONIA for the term loan facility, acquisition loan facility and additional facility, and 4.25% above SONIA for the revolving facility. The margin rates can be reduced based on quarterly covenant tests. The loans are secured by way of a fixed and floating charge over the assets of the Group. The loans are repayable at maturity on 3 February 2029 and interest is payable quarterly.
In the prior year the Group raised additional funding through the issue of bridge loan notes to Causeway Software Limited. These funds were lent to Causeway Technologies Limited to fund a group acquisition via
back-to-back intercompany loans. In February 2024 the bridging loan was repaid, and replaced by a PIK loan of £42,500,000, which is held in Causeway Software Midco 2 Limited.
Amounts owed to group undertakings are repayable on demand and bear interest at 1% above the rate of interest set out in a facility agreement between Goldman Sachs, Global Loan Agency Services Limited and Causeway Technologies Holdings Limited.
Other creditors includes deferred consideration of £2,000,000 (2023: £6,720,700). Deferred consideration in the current period is in respect of acquisitions of the Buchanan entities. Amounts are interest free and payable on demand.
Other amounts are payable at various dates over the coming months in accordance with credit terms or applicable statutory provisions.
See Note 19 Creditors due after more than one year for details of the loans.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,195,321 (2023: £1,154,444). Contributions totalling £148,956 (2023: £178,554) were payable to the fund at the Consolidated Statement of Financial Position date and are included in other creditors.
The following are the major deferred tax liabilities and assets recognised by the group, and movements thereon:
On 16th January 2024 the company bought back and cancelled 400 F1 ordinary shares for a consideration of £8,000.
On 28th February 2024 the company bought back and cancelled 250 F1 ordinary shares for a consideration of £5,000.
On 30th April 2024 the company issued 100 F1 ordinary shares for a consideration of £2,000.
On 17th May 2024 the company purchased and cancelled 10 G ordinary shares for a consideration of £138,900.
On 25th June 2024 the company purchased and cancelled 10 G ordinary shares for a consideration of £138,900.
On 28th June 2024 the company purchased and cancelled 10 G ordinary shares for a consideration of £138,900.
On 26th July 2024 the company bought back and cancelled 400 F1 ordinary shares for a consideration of £8,000.
On 16th September 2024 the company issued 1,700 F1 ordinary shares for a consideration of £34,000, and 1,350 F2 ordinary shares for a consideration of £13,500.
On 19th December 2024 the company bought back and cancelled 1,400 F1 ordinary shares for a consideration of £28,000, and 200 F2 ordinary shares for a consideration of £2,000. The company issued 500 N1 ordinary shares for a consideration of £9,750.
On 31st December 2024 the company issued 100 J1 ordinary shares for a consideration of £1,530.
A and D Ordinary shares have equal voting rights, E, F and G, J and N shares have no voting rights.
A, D and G Ordinary shares have the right to receive dividends, E, F, G, J and N shares do not.
E, F, G, J and N shares are not entitled to board representation or confidential shareholder information.
The share premium account includes any premiums received on the issue of share capital. Any transaction costs associated with the issue of shares are deducted from share premium.
Foreign exchange translation reserve comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£).
Fair value reserve comprises balances that arose on acquisition accounting of NJW Limited and Causeway SAS.
The profit and loss account includes all current and prior year retained profits and losses.
The company and some of its subsidiaries are parties to a cross guarantee in respect of bank borrowings of Causeway Technologies Holdings Limited. The amounts due to the bank at 31 December 2024 amounts to £135.0m (2023: £120.0m) and net of unamortised issue costs to £139.6m (2023: £124.4m).
There were no other contingent liabilities at 31 December 2024 or 31 December 2023.
The company and some of its subsidiaries - Causeway Technologies Holdings Limited, Causeway Software Solutions Limited and Causeway Technologies Limited, have granted a number of fixed and floating charges over their assets in respect of mortgages and the facilities in note 25 Contingent liabilities, as detailed below. All charges that relate to the facility in note 25 relate to additional tranches of the facility being agreed and subsequent drawdowns.
On 28 April 2022, its subsidiaries Causeway Technologies Limited and Causeway Software Solutions Limited each granted a fixed and floating charge over all of its assets in respect of the aforementioned facilities. The charge is outstanding at the year end.
The Group had no capital commitments at 31 December 2024 or 31 December 2023.
At 31 December 2024 the Group and the Company had future minimum lease payments under non-cancellable operating leases relating to land and buildings as follows:
On 24 October 2024 the company acquired 100% of the issued share capital of Buchanan Computing
Limited, a company whose primary activity is the provision of software and consultancy services for
construction companies, for consideration comprising the issue of 508 ordinary shares of £1 each in the
Company. The fair value of the total consideration was £12,985,885. In accordance with Section 615 of the
Companies Act 2006, the Company has taken no account of any premium on the shares issued and has
recorded the cost of the investment at the nominal value of the shares issued plus the fair value of goodwill
being £12,985,885. The resulting difference arising on consolidation has been credited to other reserves.
The acquisition has been accounted for under the acquisition method.
On the 12 July 2024 the company acquired the full customer listing of Nutshell Software Limited, a company
whose primary activity is the provision of software and consultancy services for construction companies,
The fair value of the total consideration was £85,000.
The acquisition has been accounted for under the acquisition method.
Share options
In 2018 the company entered into share option arrangements with a number of employees. The individuals have been granted the right to acquire E ordinary shares of £0.01 each in the company for £1 per shares. The share options are equity-settled.
E ordinary shares have the rights as described in the share capital note.
There are vesting conditions on the share options, in relation to the length of service of the individuals to whom they have been granted and also on company performance.
During the year to 31 December 2024, no share options were exercised (2023: none) and as at 31 December 2024, no share options (2023: none) are deemed to be exercisable.
The weighted average fair value of options granted in the year was determined by reference to the performance and net asset position of the company at the date of grant and was found to be £0.01.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and company performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
During the year the group purchased services of £80,000 (2023: £100,000) from TXF Network Limited, a related party by virtue of common directors. At the year end £Nil (2023: £Nil) was owed to TXF Network Limited by the company.
During the year the group was charged an amount of £250,250 (2023: £285,962) for director's services by Haringtons Salons Limited, a related party by virtue of common directors. At the year end £Nil (2023: £Nil) was owed by Haringtons Salons Limited to the company.
During the year the group provided services of £Nil (2023: £3,387) to Yeoward Marine Fuels Limited, a related party by virtue of common directors. At the year end £Nil (2023: £Nil) was owed from Yeoward Marine Fuels Limited to the company.
As a member of its group, the company is exempt under FRS 102 from the requirement to disclose transactions with other members of the Group headed by Causeway Software Holdings Limited.
On 1 January 2025, all trade and assets of Buchanan Computing Limited and Buchanan Technologies Limited were hived up into Causeway Technologies Limited at book value.