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COMPANY REGISTRATION NUMBER: 4051538
CDL Production Services Limited
Financial Statements
For the Year Ended
30 September 2024
CDL Production Services Limited
Financial Statements
Year Ended 30 September 2024
Contents
Page
Strategic Report
1
Directors' Report
3
Independent Auditor's Report to the Members
5
Statement of Income and Retained Earnings
9
Statement of Financial Position
10
Notes to the Financial Statements
11
CDL Production Services Limited
Strategic Report
Year Ended 30 September 2024
Business Review
The Directors are pleased to report a positive performance for the financial year to September 2024. The business has continued to grow and delivered £18.9M turnover which represents an increase of 1.5%. It is also significant from a corporate health perspective that there was an increase in recurring revenue streams. Investment in research and development continues to be the bedrock of future growth and a further £2.2M was capitalised. There was significant investment in artificial intelligence to ensure preparedness of our architecture, legal framework and cyber security tools enabling us to support the industry to unlock the full potential of this technology. Alongside this has been a continued investment in globally leading cloud capabilities and modernisation of our technology stack as we pivot to a SaaS-ready model. We continue to partner with the UK's leading brands, cementing our position as the UK frontrunner in powering personal lines insurance. Future Developments CDL's focus remains on preparedness for international expansion and driving adoption of our new suite of AI technologies to transform both the consumer experience and drive operational efficiencies for insurance providers.
Financial Risk Management Objectives and Policies
The management and reporting of risk and key performance indicators for CDL Production Services Limited , a wholly owned subsidiary, is carried out at group level. Information is therefore disclosed in the financial statements of the parent company, CDL Group Holdings Limited .
Section 172 (1) Statement The company's Section 172 compliance is considered at a group level. Section 172 of the Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so a director of a company must have regard to: - The likely consequences of any decision in the long term; - The interests of the Group employees; - The need to foster the Group's business relationships with suppliers, customers and others; - The impact of the Group's operations on the community and the environment; - The desirability of the Group maintaining a reputation for high standards of business conduct and; - The need to act fairly as between members of the Group. The Board reviewed their approach to corporate governance and decision making, engagement with stakeholders and the group's impact on the environment. The following summarises how the Group fulfils its duties under Section 172: The Board have policies and procedures in place to ensure that decisions are made with relevant information and are approved in accordance with its constitution. Operational decisions are delegated through a management structure within a framework of reporting lines. The Board retains ultimate responsibility for strategy, financial performance, the management of risk and internal controls, health & safety and environmental concerns. The Board cultivates strong relationships with key stakeholders so that it is well placed and sufficiently informed to take their considerations into account when making decisions and in order to create long term value for them. The employees are the Group's most valuable asset. The Directors are committed to treating employees fairly and respectfully and promoting the Group's values. The Directors are committed to ensuring the Group is an equal opportunities employer with a diverse workforce that is fair to its employee's on pay, benefits, health and safety at work and on the provision of training and personal development. Employee feedback is provided via an employee representation channel called Voice as well as regular surveys to gauge feelings and opinions. The Board uses the feedback to inform future new ways of working. The delivery of excellence across all of the Group's business relationships is a key pillar within the corporate strategy. The Directors believe in lasting mutually beneficial relationships founded on a shared commitment to quality, value and service. In making decisions the Board considers outcomes from engagements with stakeholders as well as the importance of maintaining integrity and reputation. The Directors recognise the importance of protecting and enhancing the environment for the long term future and are committed to reducing the carbon footprint of the Group. Sustainability runs through a number of areas of the business from energy saving, recycling and resource sharing policies. The Directors encourage and promote action in the local community including charitable donations and initiatives to involve the workforce in providing assistance and support. The Directors recognise that culture, values and standards are fundamental to how a Group creates and sustains value in the long term.
This report was approved by the board of directors on 11 June 2025 and signed on behalf of the board by:
N C Phillips
Director
CDL Production Services Limited
Directors' Report
Year Ended 30 September 2024
The directors present their report and the financial statements of the company for the year ended 30 September 2024 .
Directors
The directors who served the company during the year were as follows:
CDL Group Holdings Limited
S Bishop
A Wormleighton
N C Phillips
S J Aldred
F Robinson
(Resigned 30 August 2024)
A Pickering was appointed as a director on 24 March 2025 R J Trueman was appointed as a director on 24 March 2025
Dividends
Particulars of recommended dividends are detailed in note 10 to the financial statements.
Directors' Responsibilities Statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 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 judgments 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 11 June 2025 and signed on behalf of the board by:
N C Phillips
Director
CDL Production Services Limited
Independent Auditor's Report to the Members of CDL Production Services Limited
Year Ended 30 September 2024
Opinion
We have audited the financial statements of CDL Production Services Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of income and retained earnings, statement of financial position and the related notes, 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 FRS 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 30 September 2024 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 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. 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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: - 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.
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. 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims. 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 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.
Caroline Monk BA FCA
(Senior Statutory Auditor)
For and on behalf of
Beever and Struthers
Chartered accountants & statutory auditor
One Express
1 George Leigh Street
Manchester
M4 5DL
11 June 2025
CDL Production Services Limited
Statement of Income and Retained Earnings
Year Ended 30 September 2024
2024
2023
Note
£
£
Turnover
4
18,931,444
18,650,527
-------------
-------------
Total turnover
18,931,444
18,650,527
Operating expenses
( 15,807,177)
( 16,076,245)
-------------
-------------
Operating profit
5
3,124,267
2,574,282
Interest payable and similar expenses
8
( 65,189)
-------------
-------------
Profit before taxation
3,059,078
2,574,282
Tax on profit
9
( 618,376)
( 547,229)
------------
------------
Profit for the financial year and total comprehensive income
2,440,702
2,027,053
------------
------------
Dividends paid and payable
10
( 1,500,000)
( 1,900,000)
Retained earnings at the start of the year
1,898,625
1,771,572
------------
------------
Retained earnings at the end of the year
2,839,327
1,898,625
------------
------------
All the activities of the company are from continuing operations.
CDL Production Services Limited
Statement of Financial Position
30 September 2024
2024
2023
Note
£
£
£
Fixed assets
Intangible assets
11
6,967,857
5,624,867
Current assets
Debtors
12
3,062,278
3,119,598
Cash at bank and in hand
534,029
181,158
------------
------------
3,596,307
3,300,756
Creditors: amounts falling due within one year
13
7,724,836
6,488,304
------------
------------
Net current liabilities
4,128,529
3,187,548
------------
------------
Total assets less current liabilities
2,839,328
2,437,319
Provisions
Taxation including deferred tax
14
538,693
------------
------------
Net assets
2,839,328
1,898,626
------------
------------
Capital and reserves
Called up share capital
16
1
1
Profit and loss account
17
2,839,327
1,898,625
------------
------------
Shareholders funds
2,839,328
1,898,626
------------
------------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 11 June 2025 , and are signed on behalf of the board by:
S J Aldred
Director
Company registration number: 4051538
CDL Production Services Limited
Notes to the Financial Statements
Year Ended 30 September 2024
1. General Information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Strata House, Kings Reach Road, Stockport, Cheshire, SK4 2HD.
2. Statement of Compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting Policies
Basis of Preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure Exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of CDL Group Holdings Limited which can be obtained from Companies House. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) Disclosures in respect of each class of share capital have not been presented. (b) No cash flow statement has been presented for the company. (c) Disclosures in respect of financial instruments have not been presented. (d) No disclosure has been given for the aggregate remuneration of key management personnel.
Judgements and Key Sources of Estimation Uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: - The directors have considered the recoverability of the company's internally generated intangible, software development assets which comprise the CDL ecosystem, products & platform based on value-in-use calculations that require the use of estimates. - Determination of recoverability of trade debtors. A specific provision is made against certain debts where in the opinion of the directors the debt is not fully recoverable. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: - Intangible fixed assets are amortised over their useful economic lives. The actual lives of the assets may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance are taken into account. Amortisation charged in the year was £889,104 (2023: £590,912). - Recoverability of trade debtors. A specific provision is made against certain debts where in the opinion of the directors the debt is not fully recoverable. The provision against trade debtors at the year end was £56,922 (2023: £56,922). - The recognition of revenue into turnover for projects which are incomplete at the end of the reporting period includes an element of estimation with regards to the likely outcome of those projects.
Revenue Recognition
In respect of contracts for on-going services, turnover represents the value of work done in the year by reference to the stage of completion including estimates of amounts not invoiced. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income Tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Intangible Assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Software development costs are recognised as an intangible assets when all of the following criteria are demonstrated : - The technical feasibility of completing the software so that it will be available for use or sale. - The intention to complete the software and use or sell it. - The ability to use the software or to sell it. - How the software will generate probable future economic benefits. - The availability of adequate technical, financial and other resources to complete the development and to use or sell the software. - The ability to measure reliably the expenditure attributable to the software during its development.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Software development costs
-
7 years straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial Instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
4. Turnover
Turnover arises from:
2024
2023
£
£
Rendering of services
18,931,444
18,650,527
-------------
-------------
The turnover is attributable to the one principal activity of the company. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2024
2023
£
£
United Kingdom
18,931,444
18,650,409
Overseas sales
118
-------------
-------------
18,931,444
18,650,527
-------------
-------------
5. Operating Profit
Operating profit or loss is stated after charging:
2024
2023
£
£
Amortisation of intangible assets
889,104
590,912
---------
---------
6. Operating Profit
The directors' remuneration and audit fees are paid by a fellow company within the group and are recharged to group companies as part of the management recharge.
7. Staff Costs
All employees are employed by a fellow company within the group - Cheshire Datasystems Limited. The staff costs are recharged by Cheshire Datasystems Limited to group companies as part of the management recharge.
8. Interest Payable and Similar Expenses
2024
2023
£
£
Interest payable on tax
65,189
--------
----
9. Tax on Profit
Major components of tax expense
2024
2023
£
£
Current tax:
UK current tax expense
764,770
639,402
Adjustments in respect of prior periods
392,299
------------
---------
Total current tax
1,157,069
639,402
------------
---------
Deferred tax:
Origination and reversal of timing differences
( 538,693)
( 92,173)
---------
---------
Tax on profit
618,376
547,229
---------
---------
Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is lower than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 22.01 %).
2024
2023
£
£
Profit on ordinary activities before taxation
3,059,078
2,574,282
------------
------------
Profit on ordinary activities by rate of tax
764,770
566,554
Adjustment to tax charge in respect of prior periods
(146,394)
Effect of expenses not deductible for tax purposes
81,209
Other short term timing differences
( 100,534)
------------
------------
Tax on profit
618,376
547,229
------------
------------
10. Dividends
2024
2023
£
£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )
1,500,000
1,900,000
------------
------------
11. Intangible Assets
Software development costs
£
Cost
At 1 October 2023
6,878,316
Additions
2,232,094
------------
At 30 September 2024
9,110,410
------------
Amortisation
At 1 October 2023
1,253,449
Charge for the year
889,104
------------
At 30 September 2024
2,142,553
------------
Carrying amount
At 30 September 2024
6,967,857
------------
At 30 September 2023
5,624,867
------------
12. Debtors
2024
2023
£
£
Trade debtors
2,907,028
2,997,827
Other debtors
155,250
121,771
------------
------------
3,062,278
3,119,598
------------
------------
13. Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
7,397,936
6,293,800
Accruals and deferred income
212,534
163,204
Other creditors
114,366
31,300
------------
------------
7,724,836
6,488,304
------------
------------
14. Provisions
Deferred tax (note 15)
£
At 1 October 2023
538,693
Adjustments in respect of prior periods
( 538,693)
---------
At 30 September 2024
---------
15. Deferred Tax
The deferred tax included in the statement of financial position is as follows:
2024
2023
£
£
Included in provisions (note 14)
538,693
----
---------
The deferred tax account consists of the tax effect of timing differences in respect of:
2024
2023
£
£
Accelerated capital allowances
538,693
----
---------
16. Called Up Share Capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 1 each
1
1
1
1
----
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17. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses.
18. Related Party Transactions
The company is a wholly owned subsidiary of CDL Holdings Limited. The company taken advantage of the exemption in FRS102 Section 33.1A from disclosing transactions or balances with entities which form part of the group. The consolidated financial statements of CDL Group Holdings Limited , within which the company included, can be obtained from Companies House.
19. Controlling Party
The directors regard CDL Group Holdings Limited, a company incorporated in England and Wales, as the ultimate parent company. CDL Group Holdings Limited prepare consolidated accounts which are publicly available from Companies House, Crown Way, Cardiff. The ultimate controlling party of this company is considered to be M F Johnson who has control of the issued share capital of CDL Group Holdings Limited.