| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| GEOACTIVE LIMITED |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| GEOACTIVE LIMITED |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 5 |
| Income Statement | 8 |
| Other Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Financial Statements | 12 |
| GEOACTIVE LIMITED |
| Company Information |
| for the year ended 31 December 2024 |
| Directors: |
| Secretary: |
| Registered office: |
| Registered number: |
| Auditors: |
| Northern Assurance Buildings |
| 9-21 Princess Street |
| Manchester |
| M2 4DN |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Strategic Report |
| for the year ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| Review of business |
| Geoactive Limited provides software products, training and consultancy services to the global energy industry. |
| Turnover for the 12 month period to 31 December 2024 decreased by 33% to £13.3m (18 months to 31 December 2023: £19.9m) from the previous period. On a pro-rata basis, revenue was consistent over two years. The operating profit margin increased by 6% to 34% on the previous reporting period (18 months to 31 December 2023: 28%.) The most significant impact to the improved margin was the reduction of Intellectual Property Amortisation by £1.1m offset by inflationary increases in all aspects of operating expenditure. |
| Profit for the period, after taxation, amounted to £3.5m (18months to 31 December 2023: £4.8m). |
| Net assets for the Company as at 31 December 2024 were £2.4m (31 December 2023: £6.7m), a decrease of £4.2m. |
| Significant movements are : |
| - A decrease of £2.9m in cash at bank due to payment of dividends. |
| - £2.8m increase in accruals and deferred income due to the increase in advance billing for maintenance and support services. |
| - £1.4m swing in corporation tax from a liability to a debtor due to prior year quarterly over payments. |
| Principal risks and uncertainties |
| During the 12 month period ended 31 December 2024, the principal risks and uncertainties were integrated risks of the immediate and ultimate holding companies of Total Specific Solutions (TSS) B.V. & Constellation Netherlands Holdings 2 Cooperatief U.A.and Constellation Software Inc. respectively. |
| The principal strategic risks of the Company during the 12 month period ended 31 December 2024, managed on a group basis by Constellation Software Inc., were: |
| - Global economic slowdown affecting the key markets in which the Company operates. |
| - Emerging and disruptive technologies, or other changes in the competitive landscape adversely impacting the business model. |
| - Loss of customer trust or decline in customer experience leading to a loss of market share. |
| - Inability to attract and retain the best people and talent with the necessary skills, including technical and commercial, to support the delivery of the Company's strategy. |
| - Geopolitical changes, such as changing sanction regimes that impacts the markets. |
| The principal operation and compliance risks of the Company are: |
| - Cyber and data related security incidents. |
| - Legal and regulatory compliance, including adherence to legal and regulatory standards and litigation risk in various jurisdictions. Key laws and regulations that impact the company include those relating to anti-bribery and corruption, data protection and competition. |
| In the opinion of the directors, the additional principal risks and uncertainties specifically facing the Company relate to: |
| - Uncertainty associated with a sustained period of low oil prices which may limit the software investment of customers. The risk is managed through systematic and thorough analysis of the market and opportunities, tracking of pipeline and business development activity, and active management of the cost base. |
| - Ensuring the software product offerings remain up to date and continue to meet the requirements of customers. |
| - The company is dependent upon its intellectual property. Its right to intellectual property may be challenged or infringed or otherwise prove insufficient to protect its business. |
| - Loss of customer trust or decline in customer experience. |
| - Attracting and retaining the best people and talent with the necessary skills. |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Strategic Report |
| for the year ended 31 December 2024 |
| Analysis using financial key performance indicators |
| The Company reviews its financial performance utilising a set of Key Performance Indicators ("KPIs") that are standard across the Constellation Software Inc. Group. Given the change in ownership in July 2022, the consequential changes in the KPIs that the Company has been assessed on and the extended reporting period to 31 December 2023, any comparatives to the prior period is extremely difficult. However, one additional KPI to those mentioned above, that is comparable when reviewing the operations is: |
| - EBITA - This stands for Earnings Before Interest, Taxes and Amortisation. It is a proxy measure of operating cash flow in the business and items in the profit and loss account that the Management can control. The EBITA for the 12 month period to 31 December 2024 for continuing operations was 35% (18 months to 31 December 2023: 35%). |
| Financial risk management |
| Geoactive Limited is exposed to certain financial risks as a result of its operations and the activities that it carries out including but not limited to: |
| - Credit Risk - The company provides credit to all of its customers and is therefore exposed to the usual credit risk and cash flow risk associate with this form of trading. These risks are managed through stringent credit control procedures. |
| - Liquidity risk - As at 31 December 2024 the Company has a cash balance which the Directors believe is sufficient to maintain liquidity and support the growth of the business. The liquidity risk is managed by cash flow forecasting. |
| As the business develops it faces inherent risk in terms of developer recruitment, retention and in the contractual terms and conditions it negotiates with customers. The risk is managed through appropriate corporate governance, Quality, Health, Safety and Environment (QHSE) control assessment procedures and staff development. |
| Throughout the 12 month period, the internal audit department of Total Specific Solutions (TSS) B.V. have reviewed and assessed the application and effectiveness of the policies and processes of Geoactive Limited on matters of internal financial policy, control and risk. Moving forward this will be annual assessment. |
| On behalf of the board: |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Report of the Directors |
| for the year ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| Principal activity |
| Geoactive Limited provides software products and training and consultancy services to the global energy industry. |
| Dividends |
| The total distribution of dividends for the period ended 31 December 2024 was £7,825,400 |
| Directors |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors 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: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| On behalf of the board: |
| Report of the Independent Auditors to the Members of |
| Geoactive Limited |
| Opinion |
| We have audited the financial statements of Geoactive Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law 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: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| 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 Auditors' 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 report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Report of the Independent Auditors to the Members of |
| Geoactive Limited |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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. |
| Auditors' 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 a Report of the Auditors 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: |
| We obtained a general understanding of the company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company's industry and regulation. |
| We understand that the company complies with the framework through outsourcing payroll, accounts preparation and tax compliance to external experts. |
| In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company's ability to conduct its business, and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company: |
| - The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements |
| - UK Taxation law |
| The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement including how fraud might occur. The areas identified in this discussion were: |
| - Manipulation of financial statements, especially revenue, via fraudulent journal entries, particular as the size of the company means that there is a little opportunity for segregation of duties. |
| These areas were communicated to the other members of the engagement team not present at the discussion. |
| The procedures we carried out to gain evidence in the above areas included: |
| - Substantive work on material areas affecting profits |
| - Revenue recognition, we have tested a sample of trade debtors to ensure existence of sales as well as tracing a sample of sales per the accounts to contracts and invoices. |
| - Testing journal entries, focusing particularly on postings to unexpected or unusual accounts and those posted at unusual times. |
| Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Geoactive Limited |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Northern Assurance Buildings |
| 9-21 Princess Street |
| Manchester |
| M2 4DN |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Income Statement |
| for the year ended 31 December 2024 |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| Notes | £'000 | £'000 |
| Turnover | 4 |
| Cost of sales | ( |
) | ( |
) |
| Gross profit |
| Administrative expenses | ( |
) | ( |
) |
| Operating profit | 7 |
| Interest receivable and similar income |
| Profit before taxation |
| Tax on profit | 8 | ( |
) | ( |
) |
| Profit for the financial year |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Other Comprehensive Income |
| for the year ended 31 December 2024 |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| Notes | £'000 | £'000 |
| Profit for the year |
| Other comprehensive income |
| Foreign currency translation difference | ( |
) |
| Income tax relating to other comprehensive income |
| Other comprehensive income for the year, net of income tax |
( |
) |
| Total comprehensive income for the year |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £'000 | £'000 | £'000 | £'000 |
| Fixed assets |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Current assets |
| Debtors | 12 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 13 |
| Net current assets |
| Total assets less current liabilities |
| Capital and reserves |
| Called up share capital | 15 |
| Retained earnings | 16 |
| Shareholders' funds |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Statement of Changes in Equity |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £'000 | £'000 | £'000 |
| Balance at 1 July 2022 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | Statutory information |
| Geoactive Limited is a |
| 2. | Statement of compliance |
| 3. | Accounting policies |
| Basis of preparing the financial statements |
| The functional currency of the reporting entity is considered to be US Dollars because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pounds sterling. |
| Going concern |
| The directors have made due and careful enquiry and after preparing forecasts, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements,that there is a reasonable expectation that the company has adequate resources to continue its operational existence for the foreseeable future. As a result, the directors have continue to adopt a going concern basis of accounting in preparing the financial statements. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows. |
| Significant judgements and estimates |
| In the application of the company's accounting policies, the directors are required to make judgement, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considers to be relevant, actual results may differ from these estimates |
| The estimates and underlying assumptions are reviewed on a ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision effects on that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| The following are critical judgments that have had the most significant impact on amounts recognised in the financial statements. |
| Revenue recognition |
| Contracts may involve multiple elements (for example, software licence fees, maintenance and support, and professional services). The company allocates revenue to each component of the arrangement using fair values as set out in the accounting policy. Following the new owners the company has revised its policy on the software licence fee carve out for a subscription contracts. The company allocates 20% of the overall subscription contract to software licence fees and recognises this income immediately. However the impact upon the revenue in the prior period would be immaterial. |
| The company defers revenue from the contractual fee equal to the estimated fair value of the undelivered elements. The residual contractual fee is then allocated to the delivered element or elements, which is generally software licence fees. The company establishes fair value of ongoing maintenance and support obligations based upon the price charges to customers when maintenance and support is sold separately, or in absence of separate sales, upon substantive renewal rates stated in the contracts. |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 3. | Accounting policies - continued |
| Turnover |
| Turnover is attributable to the sale of software licences and related implementation fees and training services to the oil and gas industry and associated maintenance of the software which the directors used to assess to be a single transaction. |
| Following the new ownership the company has revised its policy on the licence fee carve out for a subscription contracts. The company now allocates 20% of the overall subscription contract to software licence fees and recognises this income immediately. All income is recorded net of VAT and similar sales taxes. |
| Contracts involve multiple elements, for example software licence fees, maintenance and support and professional services. The company allocates revenue to each component of the arrangement in line with the contract with the customer. If the contract includes a new licence, the 20% carve out is recognised immediately. The residual contractual fee is then allocated to the delivered element or elements. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortization and any accumulated impairment losses. |
| Patents and licences are being amortised evenly over their estimated useful life of 10 years. |
| Tangible fixed assets |
| Tangible assets are stated at cost, net of depreciation and any provisions for impairment. Depreciation of tangible fixed assets is provided by the straight line method, commencing with the year in which they are ready for use, at rates estimated to write off their costs during their respective useful live as follows: |
| Computer equipment 5 years |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Research expenditure is written off as incurred. Development expenditure, including all costs developing internally generated intangible assets, is also written off. |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 3. | Accounting policies - continued |
| Foreign currencies |
| The entity has presented its financial statements in sterling, the functional currency of the entity is dollars. On this basis the entity has translated its items of income and expenses using the average rate between the two currencies in the year, and assets and liabilities using the spot rate between the two currencies at the year end. Exchange differences are recorded in the other comprehensive income. |
| Foreign currencies are dealt with as follows: |
| i) Foreign currency denominated assets and liabilities of Geoactive Limited are translated at the rate of exchange ruling at the balance sheet date. |
| ii) Income and expenditure for the period are translated at the appropriate rates prevailing during the period, updated on a monthly basis. |
| iii) Exchange differences are recorded in the other comprehensive income. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Financial instruments |
| Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are initially measured at transaction price (including transaction costs). Financial assets and liabilities are subsequently carried at amortised costs, using the effective interest rate method. Financial assets and liabilities that are equity insurances are measured as cost less impairment. |
| Bank and cash |
| Bank and cash are basic financial instruments. |
| Operating lease |
| The costs of operating lease rentals are charged to the profit and loss account in the period in which they relate. |
| Interest recieved |
| Interest receivable from bank and short-term deposits includes interest accrued. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
| 4. | Turnover |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 4. | Turnover - continued |
| An analysis of turnover by geographical market is given below: |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| United Kingdom |
| Europe |
| Rest of The World | 10,848 | 13,845 |
| 5. | Employees and directors |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| Wages and salaries |
| Other pension costs |
| The average number of employees during the year was as follows: |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| Technical |
| 6. | Directors' emoluments |
| Year Ended 31/12/2024 |
Period 1/7/22 to 31/12/2023 |
| £ | £ |
| Directors' remuneration | 150,277 | 223,416 |
| Directors' pension contributions to money purchase schemes | 24,162 | 33,513 |
| Information regarding the highest paid director for the period ended 31 December 2024 is as follows: |
Year Ended 31/12/2024 |
Period 1/7/2022 to 31/12/2023 |
| £ | £ |
| Directors' remuneration | 150,277 | 223,416 |
| Directors' pension contributions to money purchase schemes | 24,162 | 33,513 |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 7. | Operating profit |
| The operating profit is stated after charging/(crediting): |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| Other operating leases |
| Depreciation - owned assets |
| Intellectual property amortisation |
| Foreign exchange differences |
| Charge for bad and doubtful debts | ( |
) |
| Auditor Remuneration |
| 8. | Taxation |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| Current tax: |
| UK corporation tax |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Depreciation in excess of capital allowances | - |
| Utilisation of tax losses | ( |
) |
| Group Relief surrendered for nil consideration | (50 | ) | - |
| Other taxes | 20 | - |
| (non-taxable income) / non-deductible expenses | 1 | 21 |
| R&D Credit | - | (412 | ) |
| changes in the period |
| Double taxation relief | 52 | - |
| Total tax charge | 1,195 | 804 |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 8. | Taxation - continued |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| £'000 | £'000 | £'000 |
| Foreign currency translation difference | - | 97 |
| 1/7/22 to 31/12/23 |
| Gross | Tax | Net |
| £'000 | £'000 | £'000 |
| Foreign currency translation difference | ( |
) | - | (387 | ) |
| 9. | Dividends |
| Period |
| 1/7/22 |
| Year ended | to |
| 31/12/24 | 31/12/23 |
| £'000 | £'000 |
| Ordinary shares of £1 each |
| Final |
| 10. | Intangible fixed assets |
| Intellectual |
| property |
| £'000 |
| Cost |
| At 1 January 2024 |
| Exchange differences |
| At 31 December 2024 |
| Amortisation |
| At 1 January 2024 |
| Amortisation for year |
| Exchange differences |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 11. | Tangible fixed assets |
| Computer |
| equipment |
| £'000 |
| Cost |
| At 1 January 2024 |
| Additions |
| Exchange differences |
| At 31 December 2024 |
| Depreciation |
| At 1 January 2024 |
| Charge for year |
| Exchange differences |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 12. | Debtors: amounts falling due within one year |
| 2024 | 2023 |
| £'000 | £'000 |
| Trade debtors |
| Other debtors |
| Tax |
| Prepayments and accrued income |
| 13. | Creditors: amounts falling due within one year |
| 2024 | 2023 |
| £'000 | £'000 |
| Trade creditors |
| Corporation tax |
| Accruals and deferred income |
| 14. | Leasing agreements |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £'000 | £'000 |
| Within one year |
| Between one and five years |
| GEOACTIVE LIMITED (REGISTERED NUMBER: SC362013) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 15. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 10 | 10 |
| 16. | Reserves |
| Retained |
| earnings |
| £'000 |
| At 1 January 2024 |
| Profit for the year |
| Dividends | ( |
) |
| Foreign currency translation | 97 |
| At 31 December 2024 |
| 17. | Securities |
| On 12 June 2023, a debenture was issued by HSBC UK Bank PLC which was for security over cash deposits. It includes a fixed Charge and a negative pledge. |
| 18. | Related party disclosures |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| 19. | Ultimate controlling party |
| On 1 July 2022 the issued ordinary share capital was sold to Total Specific Solutions (TSS) B.V. & Constellation Netherlands Holdings 2 Cooperatief U.A., both of which are registered in the Netherlands. |
| The ultimate beneficial interest in the issued share capital of the Company is held by Constellation Software Inc., a company registered in Canada. The consolidated accounts for Constellation Software Inc. are publicly available and can be obtained from the registered office address 20 Adelaide Street East, Suite 1200, Toronto, Ontario, Canada. |
| 20. | Pension commitments |
| The company operates defined contribution pension schemes. The pension cost charge for the year represents contributions payable by the company to the schemes and amounted to £434,015 (2023 - £832,234). |
| Contributions totalling £66,397 (2023 - £68,479) were payable to the schemes at the end of the year and are included in creditors. |