Company Registration No. 03921897 (England and Wales)
Causeway Technologies Limited
Annual report and financial statements
for the year ended 31 December 2024
Causeway Technologies Limited
Company information
Directors
Philip Brown
Peter Nagle
Mark Howell
Secretary
David Evans
Company number
03921897
Registered office
Third Floor, Sterling House
20 Station Road
Gerrards Cross
Buckinghamshire
England
SL9 8EL
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Bankers
Barclays Bank Plc
Birmingham
B3 2BH
Causeway Technologies Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Statement of financial position
12 - 13
Statement of changes in equity
14
Notes to the financial statements
15 - 36
Causeway Technologies Limited
Strategic report
For the year ended 31 December 2024
1

The directors present the strategic report for the year ended 31 December 2024.

 

Principal Activities

 

During the year under review the Group continued to consolidate its position as a leading software provider for the Construction Industry and Built Environment that serves 3,500 customers in 47 countries (2023: 3,200 customers).

 

Business Review and future developments

 

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 £71.5m, a 27% increase compared to prior year. The total LCV of all contracts amounted to £276.7m (2023: £216.5m).

 

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 Technologies Limited 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.

 

Causeway Technologies Limited
Strategic report (continued)
For the year ended 31 December 2024
2

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 and attrition) will directly correlate to improved EBITDA in subsequent years.

 

Research and Development Current and Future

The company continues to invest significant sums in Research and Development (“R&D”), and have budgeted to increase expenditure further in 2025.

Human Resource
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.
Principal risks and uncertainties
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 £71.5m 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.
Principal risks and uncertainties

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.

Key performance indicators
Causeway Technologies Limited
Strategic report (continued)
For the year ended 31 December 2024
3

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 offsets Carbon Credits to support renewable energy projects.

 

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 measures its carbon footprint and has a carbon reduction plan, 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.

Causeway Technologies Limited
Strategic report (continued)
For the year ended 31 December 2024
4

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

Mark Howell
Director
28 May 2025
Causeway Technologies Limited
Directors' report
For the year ended 31 December 2024
5

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The loss for the year, after taxation, amounted to £16,419,398 (2023: £9,216,441).

 

Total assets are £200.5m as at 31 December 2024 (2023: £184.5m) and the company continues to enjoy strong liquidity with cash reserves at the year end of £10.1m (2023: £15.3m). Shareholder's funds decreased to stand at £1.5m at the end of the year (2023: £18.0m).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Philip Brown
Peter Nagle
Mark Howell
Matters covered in the Strategic Report

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.

Charitable contributions

During the year, the company made charitable donations of £112,737 (2023: £193,832).

Auditor

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mark Howell
Director
28 May 2025
Causeway Technologies Limited
Directors' responsibilities statement
For the year ended 31 December 2024
6

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Causeway Technologies Limited
Independent auditor's report
To the members of Causeway Technologies Limited
7
Opinion

We have audited the financial statements of Causeway Technologies Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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 company's ability to continue as a going concern for a period of at least twelve months from 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.

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 contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Causeway Technologies Limited
Independent auditor's report (continued)
To the members of Causeway Technologies Limited
8

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Causeway Technologies Limited
Independent auditor's report (continued)
To the members of Causeway Technologies Limited
9

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 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 company by discussions with directors and by updating our understanding of the sector in which the company operates.

 

Laws and regulations of direct significance in the context of the 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 financial statement disclosures. We reviewed the 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 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 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.

Causeway Technologies Limited
Independent auditor's report (continued)
To the members of Causeway Technologies Limited
10
Darren Drake
Senior Statutory Auditor
For and on behalf of Saffery LLP
29 May 2025
2025-05-29
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Causeway Technologies Limited
Statement of comprehensive income
For the year ended 31 December 2024
11
2024
2023
Notes
£
£
Turnover
3
68,915,498
56,245,863
Cost of sales
(7,409,686)
(7,261,282)
Gross profit
61,505,812
48,984,581
Administrative expenses
(66,766,460)
(51,068,615)
Operating loss
5
(5,260,648)
(2,084,034)
Interest receivable and similar income
9
1,435,519
1,384,932
Interest payable and similar expenses
10
(12,425,391)
(8,916,365)
Loss before taxation
(16,250,520)
(9,615,467)
Tax on loss
11
(168,878)
399,026
Loss for the financial year
(16,419,398)
(9,216,441)

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 15 to 36 form part of these financial statements.
Causeway Technologies Limited
Statement of financial position
As at 31 December 2024
31 December 2024
12
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
36,019,174
42,484,017
Other intangible assets
12
72,267,921
33,263,757
Total intangible assets
108,287,095
75,747,774
Tangible assets
13
3,057,037
2,810,278
Investments
14
19,183,546
55,368,800
130,527,678
133,926,852
Current assets
Stocks
17
140,267
201,256
Debtors
16
59,762,244
35,093,466
Cash at bank and in hand
10,077,487
15,255,270
69,979,998
50,549,992
Creditors: amounts falling due within one year
18
(7,441,288)
(8,347,323)
Net current assets
62,538,710
42,202,669
Total assets less current liabilities
193,066,388
176,129,521
Creditors: amounts falling due after more than one year
19
(151,908,949)
(128,083,862)
Provisions for liabilities
Deferred tax liability
20
797,905
387,400
(797,905)
(387,400)
Deferred income
21
(38,820,354)
(29,658,490)
Net assets
1,539,180
17,999,769
Capital and reserves
Called up share capital
22
11,200
11,200
Share premium account
27
5,340,800
5,340,800
Revaluation reserve
27
(41,191)
-
0
Profit and loss reserves
27
(3,771,629)
12,647,769
Total equity
1,539,180
17,999,769
The notes on pages 15 to 36 form part of these financial statements.
Causeway Technologies Limited
Statement of financial position (continued)
As at 31 December 2024
31 December 2024
13
The financial statements were approved by the board of directors and authorised for issue on 28 May 2025 and are signed on its behalf by:
Mark Howell
Director
Company Registration No. 03921897
Causeway Technologies Limited
Statement of changes in equity
For the year ended 31 December 2024
14
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
11,200
5,340,800
-
0
21,864,210
27,216,210
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(9,216,441)
(9,216,441)
Balance at 31 December 2023
11,200
5,340,800
-
0
12,647,769
17,999,769
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(16,419,398)
(16,419,398)
Other movements
-
-
(41,191)
-
(41,191)
Balance at 31 December 2024
11,200
5,340,800
(41,191)
(3,771,629)
1,539,180
Causeway Technologies Limited
Notes to the financial statements
For the year ended 31 December 2024
15
1
Accounting policies
Company information

Causeway Technologies Limited is a private company limited by shares incorporated in England and Wales. The registered office is Third Floor, Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire, England, SL9 8EL.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 2).

The company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group.

 

This company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”:

 

 

This information is included in the consolidated financial statements of Causeway Software Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Third Floor, Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire, England, SL9 8EL.

1.2
Going concern

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
16
1.3
Revenue

Revenue is recognised to the extent that it is probable that the economic benefit 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, 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:

 

 

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 Statement of Comprehensive Income on a straight line basis over the course of the contract in line with contract terms.

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

1.4
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life.

 

Included in goodwill are amounts reclassified from investments resulting from the hive up of the trade and assets of acquired businesses.

1.5
Intangible fixed assets other than goodwill

 

Software licences and trademarks

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
17

Amortisation is provided on the following basis:

Trademarks
3 to 5 years
Customer contracts
3 to 14 years
Goodwill
5 to 20 years
Brand
3 to 10 years
Software
3 to 10 years
1.6
Tangible fixed assets

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.

 

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Buildings and refurbishments
10 years
Fixtures and fittings
5 years
Computer equipment
3 years

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 Statement of Comprehensive Income.

1.7
Investments

Investments in subsidiaries are valued at cost less provision for impairment.

1.8
Impairment of fixed assets

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.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
18
1.9
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.

1.10
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

1.11
Financial instruments

The company 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 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 company would receive for the asset if it were to be sold at the Statement of Financial Position 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.

Basic financial assets

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.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
19
Basic financial liabilities

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.

1.12
Taxation

The taxation expense for the year comprises current and deferred tax.

 

Tax is recognised in the 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.

Current tax

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

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:

 

 

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.

1.13
Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

 

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

 

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

1.14
Short term employee benefits

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.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
20
1.15
Pensions

 

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

 

The contributions 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. The assets of the plan are held separately from the company in independently administered funds.

1.16
Finance leases

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.

1.17
Operating leases: lessee

Rentals paid under operating leases, are charged to the Statement of Comprehensive Income on a straight line basis over the term of the relevant lease.

 

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.

1.18
Foreign currency translation

 

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 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 Statement of Comprehensive Income within 'other operating income'.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
21
1.19

Finance costs

Finance costs are charged to the 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.

1.20

Research and development

Research and development expenditure is written off in the year in which it is incurred.

 

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.

1.21

Deferred Income

For all contracts, the company invoices the full annual subscription fee prior to commencing work and all further invoices are raised in line with the payment schedule. Deferred income is released on a straight line basis over the period of the subscription.

 

The amounts presented comprises cash received in advance of the service having been provided. And therefore, the balance has been shown separately on the balance sheet.

 

 

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
22
2
Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in 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 profit or loss, when, and if, better information is obtained.

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustment within the next financial year are included below.

Critical judgements

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:

Depreciation and amortisation rates

The company 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 sections 1.4, 1.5 and 1.6 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.

Impairment of non-financial assets

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.

Deferred revenue

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 company's revenue recognition policy at 1.3 and recognised on a straight line basis over the life of the contract. Revenue is deferred until the service has been provided.

Valuation of intangible assets

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.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Annual licence support and development
68,915,498
56,245,863
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
3
Turnover and other revenue (continued)
23
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
65,854,306
53,541,973
Rest of the world
3,061,192
2,703,890
68,915,498
56,245,863
4
EBITDA
2024
2023
£
£
Reconciliation of EBITDA to profit before tax
EBITDA per management accounts
20,108,490
12,904,572
M&A costs
(1,076,431)
(266,122)
Termination and redundancy pay
(1,132,259)
(1,042,166)
Facility fees
(826,736)
-
FX revaluation
(131,683)
-
Exceptional costs
(6,431,761)
(3,023,607)
Exceptional items
-
(1,283,932)
Charitable donations
(112,737)
(193,832)
Group adjustments
(1,538,179)
3,932,091
Other adjustments
425
EBITDA per statutory accounts
8,858,704
11,027,429
Interest receivable
1,435,519
1,384,932
Interest payable
(12,429,270)
(8,916,365)
Depreciation
(970,937)
(1,026,284)
Amortisation
(13,144,536)
(7,736,041)
Impairment losses
-
(4,349,138)
Profit/(Loss) on ordinary activities before taxation
(16,250,520)
(9,615,467)
5
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Depreciation of owned tangible fixed assets
970,937
1,114,135
Amortisation of intangible assets
13,144,536
7,999,811
Impairment of intangible assets
467,416
(885,509)
Exchange differences
143,049
(179,374)
Other operating lease rentals - Land and Buildings
217,976
250,051
Depreciation - business combinations
26,228
254,779
Termination and redundancy pay
1,130,793
1,042,166
Other exceptional costs in relation to acquisitions
1,653,193
3,023,607
Loss on disposal of intangible assets
5,340,822
-
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
24
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group
164,000
141,500
For other services
Taxation compliance services
51,300
34,850
All other non-audit services
59,400
39,200
110,700
74,050

Auditor's remuneration for audit and non-audit services is incurred by the company on behalf of the Group headed by Causeway Software Holdings Limited.

7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Employees
425
389

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
27,781,542
23,897,527
Social security costs
3,442,980
2,682,253
Pension costs
969,907
849,715
32,194,429
27,429,495
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
1,125,747
1,161,555
Company pension contributions to defined contribution schemes
10,000
11,600
1,135,747
1,173,155

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
8
Directors' remuneration (continued)
25
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
882,577
903,333
Company pension contributions to defined contribution schemes
10,000
10,000

The Directors are considered to be the only Key Management Personnel.

9
Interest receivable and similar income
2024
2023
£
£
Interest receivable from group companies
1,435,519
1,384,932
10
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
12,425,391
8,916,365
11
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
168,878
(399,026)
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
11
Taxation (continued)
26

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:

2024
2023
£
£
Loss before taxation
(16,250,520)
(9,615,467)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(4,062,630)
(2,261,611)
Tax effect of expenses that are not deductible in determining taxable profit
1,112,768
991,275
Group relief
(1,544,284)
(894,686)
Deferred tax adjustments in respect of prior years
294,764
(105,288)
Fixed assets differences
4,093,657
1,819,688
Other tax adjustments, reliefs and transfers
274,603
69,507
Amounts (charged)/credited to the STRGL or otherwise transferred
-
0
(529)
Remeasurement of deferred tax for changes in tax rates
-
0
(17,382)
Taxation charge/(credit) for the year
168,878
(399,026)
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
27
12
Intangible fixed assets
Goodwill
Trademarks
Customer contracts
Brand
Software
Total
£
£
£
£
£
£
Cost
At 1 January 2024
50,933,896
8,596,493
32,413,000
483,000
2,431,000
94,857,389
Additions - separately acquired
4,331,338
-
0
44,924,000
-
0
-
0
49,255,338
Additions - business combinations
-
0
3,290,635
-
0
-
0
-
0
3,290,635
Impairment
(6,394,700)
-
0
-
0
-
0
-
0
(6,394,700)
At 31 December 2024
48,870,534
11,887,128
77,337,000
483,000
2,431,000
141,008,662
Amortisation and impairment
At 1 January 2024
8,449,879
5,172,674
4,150,812
120,750
1,215,500
19,109,615
Amortisation charged for the year
5,455,359
2,222,462
4,883,915
96,600
486,200
13,144,536
Impairment losses
(1,053,878)
-
0
-
0
-
0
(1,053,878)
Additions - business combinations
-
0
1,521,294
-
0
-
0
-
0
1,521,294
At 31 December 2024
12,851,360
8,916,430
9,034,727
217,350
1,701,700
32,721,567
Carrying amount
At 31 December 2024
36,019,174
2,970,698
68,302,273
265,650
729,300
108,287,095
At 31 December 2023
42,484,017
3,423,819
28,262,188
362,250
1,215,500
75,747,774

Amortisation on intangible assets is charged to 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.

 

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
28
13
Tangible fixed assets
Buildings and refurbishments
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2024
1,985,678
2,836,220
2,568,234
7,390,132
Additions
697,013
5,488
482,658
1,185,159
Business combinations
-
0
9,362
49,403
58,765
Disposals
(455,010)
(1,046,049)
(1,456,284)
(2,957,343)
At 31 December 2024
2,227,681
1,805,021
1,644,011
5,676,713
Depreciation and impairment
At 1 January 2024
1,013,533
1,468,118
2,098,203
4,579,854
Depreciation charged in the year
220,451
407,101
343,385
970,937
Depreciation - business combinations
-
0
3,549
22,679
26,228
Disposals
(455,010)
(1,046,049)
(1,456,284)
(2,957,343)
At 31 December 2024
778,974
832,719
1,007,983
2,619,676
Carrying amount
At 31 December 2024
1,448,707
972,302
636,028
3,057,037
At 31 December 2023
972,145
1,368,102
470,031
2,810,278

Depreciation on tangible assets is charged to administrative expenses.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
29
14
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
15
19,183,546
55,368,800
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
55,368,800
Additions (Nutshell Software Limited)
85,000
Additions (Buchanan Computing Limited)
12,985,885
At 31 December 2024
68,439,685
Impairment
At 1 January 2024
-
Impairment losses
801
Disposals
49,255,338
At 31 December 2024
49,256,139
Carrying amount
At 31 December 2024
19,183,546
At 31 December 2023
55,368,800
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
30
15
Subsidiaries

The following are subsidiary undertakings of the company.

 

Those companies held 100% indirectly through BR Data Limited are marked with a *.

Those companies held 100% indirectly through Simeio Limited are marked with a **.

Those companies held 100% indirectly through Donseed UK Limited are marked with a ***.

Those companies held 100% indirectly through Yotta Limited are marked with a ****.

Those companies held 100% indirectly through BG Topco 3 Limited are marked with a *****.

 

Name of undertaking
Country of incorporation
Principal activity
Class of
shares held
Holding
Yotta PTY Limited****
Australia
Provision of software and consultancy services for construction companies
Ordinary
100
BG Topco 3 Limited
United Kingdom (1)
Provision of software and consultancy services for construction companies
Ordinary
100
BG Nominee 3 Limited*****
United Kingdom (1)
Provision of software and consultancy services for construction companies
Ordinary
100
BG Midco 3 Limited*****
United Kingdom (1)
Provision of software and consultancy services for construction companies
Ordinary
100
BG Bidco 3 Limited*****
United Kingdom (1)
Provision of software and consultancy services for facilities companies
Ordinary
100
Roadworks Information Limited*****
United Kingdom (1)
Provision of software and consultancy services for facilities companies
Ordinary
100
One Network USA Inc*****
United States of America
Provision of software and consultancy services for facilities companies
Ordinary
100
Roadworks Information Ltd - Sucursal em Portugal*****
Portugal
Provision of software and consultancy services for facilities companies
Ordinary
100
Reference Point Limited
United Kingdom (1)
Provision of software and consultancy services for facilities companies
Ordinary
100
Causeway Technologies Limited - Sucursal em Portugal
Portugal
Provision of software and consultancy services for facilities companies
Ordinary
100
Buchanan Computing Limited
United Kingdom (1)
Provision of software and consultancy services for facilities companies
Ordinary
100
Buchanan Technologies Limited
United Kingdom (1)
Provision of software and consultancy services for facilities companies
Ordinary
100
Integrated FM Limited
United Kingdom (1)
Dormant
Ordinary
100
BR Network Limited*
United Kingdom (2)
Provision of sub-contractor services
Ordinary
100
Enhanced BDM Limited*
United Kingdom (1)
Provision of sub-contractor services
Ordinary
100
BR Data Limited
United Kingdom (2)
Holding company
Ordinary
100
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
15
Subsidiaries
Name of undertaking
Country of incorporation
Principal activity
Class of
shares held
Holding (continued)
31
Simeio Limited
United Kingdom (1)
Investment holding company
Ordinary
100
Donseed UK Limited**
United Kingdom (1)
Provision of software and consultancy services for construction companies
Ordinary
100
Powershift Media Limited**
United Kingdom (1)
Marketing and IT development agent
Ordinary
100
NJW Limited
United Kingdom (1)
Provision of software and consultancy services for construction companies
Ordinary
100
Donseed Limited***
Ireland
Provision of software and consultancy services for construction companies
Ordinary
100
Aurora Construction and Security Limited
United Kingdom (1)
Provision of software and consultancy services for construction companies
100
Enhance Consultancy Ltd
United Kingdom (1)
Provision of software and consultancy services for construction companies
Ordinary
100
Thecadcube Ltd
United Kingdom (3)
Provision of software and consultancy services for construction companies
Ordinary
100
Yotta Limited
United Kingdom (1)
Provision of software and consultancy services for facilities companies
Ordinary
100

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

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

16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
13,976,932
9,650,686
Corporation tax recoverable
-
0
118,523
Amounts owed by group undertakings
43,515,502
22,022,527
Other debtors
985,561
1,383,130
Prepayments and accrued income
1,284,249
1,918,600
59,762,244
35,093,466
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
16
Debtors (continued)
32

An impairment loss of £837,440 (2023: £302,757) was recognised against trade debtors.

 

Amounts owed by group bear interest at 1% above the rate of interest set out in a facility agreement between Goldman Sachs Limited, Barclays Bank and Causeway Technologies Holdings Limited. Amounts are repayable on demand.

17
Stocks
2024
2023
£
£
Raw materials and consumables
140,267
201,256
18
Creditors: amounts falling due within one year
2024
2023
£
£
Obligations under finance leases
-
0
17,542
Trade creditors
1,302,687
2,089,090
Other creditors
3,055,473
3,727,411
Accruals
3,083,128
2,513,280
7,441,288
8,347,323
19
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
149,908,949
121,363,162
Other creditors
2,000,000
6,720,700
151,908,949
128,083,862

Other creditors includes deferred consideration of £2,000,000 (2023: £6,720,700) due in respect of acquisitions. Amounts are interest free and payable on demand.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
33
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
476,406
534,970
Tax losses
(186,334)
(96,419)
Fixed asset timing differences
575,801
-
Short term timing differences
(67,968)
(51,151)
797,905
387,400
2024
Movements in the year:
£
Liability at 1 January 2024
387,400
Charge to profit or loss
410,505
Liability at 31 December 2024
797,905
21
Deferred income
2024
2023
£
£
Deferred Income / Unearned Revenue (amount expected to be earned within one year)
38,820,354
29,658,490
22
Share capital
2024
2023
£
£
Allotted, called up and fully paid
11,200,000 (2023: 11,200,000) Ordinary shares of £0.001 each
11,200
11,200

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
34
23
Acquisitions

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.

24
Contingent liabilities

The company and its parent Causeway Software Solutions Limited 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 £135m (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.

25
Pension commitments
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
979,907
861,315

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The pension costs charge represents contributions payable by the group to the fund and amounted to £979,907 (2023: £861,315). Contributions totalling £142,703 (2023: £173,383) were payable to the fund at the reporting date and are included in creditors.

26
Operating lease commitments

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:

2024
2023
£
£
Within one year
417,776
586,798
Between two and five years
282,991
1,052,560
700,767
1,639,384
Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
35
27
Reserves
Share premium

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.

Revaluation reserve

The revaluation reserve account balance represents the fair value uplift required to account for the investment in terms of the business combination accounting at the date control was obtained by Causeway Technologies Limited.

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses.

28
Charges

The company has granted numerous fixed and floating charges over its assets in respect of the facilities in note 24 Contingent liabilities. All relate to the new facility being agreed and subsequent drawdowns in the facilities.

 

On 28 April 2022, the company granted a fixed and floating charge over all of its assets in respect of the aforementioned facilities. This charge is outstanding at date of audit report signature.

29
Related party transactions

During the year the company incurred expenses of £499 (2023: £227) on behalf of Livestax Limited, a related party by virtue of common directors. At the year end £nil (2023: £nil) was owed by the company to Livestax Limited.

 

During the year the company was charged an amount of £250,250 (2023: £285,962) for director's services by Haringtons Salons Limited, a related party by virtue of a common director. At the year end £Nil (2023: £Nil) was owed by Haringtons Salons Limited to the company.

 

As a wholly owned subsidiary of Causeway Software Holdings Limited, 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.

 

30
Events after the reporting date

On 1st January 2025, all trade and assets of Buchanan Computing Limited and Buchanan Technologies Limited were hived up into the company at book value.

Causeway Technologies Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
36
31
Ultimate controlling party

The ultimate holding company of this company is Causeway Software Holdings Limited, a company incorporated in England & Wales. Copies of the Group financial statements can be obtained from Third Floor, Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire, England, SL9 8EL.

 

There is no one individual with ultimate control.

The results of the group headed by Causeway Software Holdings Limited are consolidated and this is the largest and smallest of group undertakings for which group accounts are drawn up. Copies of the group financial statements of Causeway Software Holdings Limited can be obtained from Third Floor, Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire, England, SL9 8EL.

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