Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-31Principal Activity The principal activity of the Company is that of partner relationship management and channel marketing software. Relayware Limited is a private company, limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is Sadler Building, Oxford Science Park, Oxford, Oxfordshire, OX4 4GE. Company number is 03330923. The principal activity of the Company is that of partner relationship management and channel marketing software. The functional currency of the Company is Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest £.2023-12-31Tangible 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 assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Depreciation is charged to administrative expenses in the Statement of Income and Retained Earnings.70821191395Amounts owed to group undertakings are unsecured, repayable on demand and interest free. The amounts disclosed in 2022 have been restated as per note 12. The bank loans bore an interest of 6%, were secured by a debenture and were redeemed in 2023.false2023-01-01falsefalse 03330923 2023-01-01 2023-12-31 03330923 2022-01-01 2022-12-31 03330923 2023-12-31 03330923 2022-12-31 03330923 c:Director1 2023-01-01 2023-12-31 03330923 c:Director1 2023-12-31 03330923 c:Director2 2023-01-01 2023-12-31 03330923 c:Director2 2023-12-31 03330923 c:Director3 2023-01-01 2023-12-31 03330923 c:Director3 2023-12-31 03330923 c:Director4 2023-01-01 2023-12-31 03330923 c:Director4 2023-12-31 03330923 c:Director5 2023-01-01 2023-12-31 03330923 c:Director5 2023-12-31 03330923 c:Director6 2023-01-01 2023-12-31 03330923 c:Director6 2023-12-31 03330923 c:Director7 2023-01-01 2023-12-31 03330923 c:Director7 2023-12-31 03330923 c:RegisteredOffice 2023-01-01 2023-12-31 03330923 d:Buildings d:LongLeaseholdAssets 2023-01-01 2023-12-31 03330923 d:Buildings d:LongLeaseholdAssets 2023-12-31 03330923 d:Buildings d:LongLeaseholdAssets 2022-12-31 03330923 d:PlantMachinery 2023-01-01 2023-12-31 03330923 d:FurnitureFittings 2023-01-01 2023-12-31 03330923 d:FurnitureFittings 2023-12-31 03330923 d:FurnitureFittings 2022-12-31 03330923 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03330923 d:OfficeEquipment 2023-01-01 2023-12-31 03330923 d:OfficeEquipment 2023-12-31 03330923 d:OfficeEquipment 2022-12-31 03330923 d:OfficeEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03330923 d:ComputerEquipment 2023-01-01 2023-12-31 03330923 d:ComputerEquipment 2023-12-31 03330923 d:ComputerEquipment 2022-12-31 03330923 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03330923 d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03330923 d:CurrentFinancialInstruments 2023-12-31 03330923 d:CurrentFinancialInstruments 2022-12-31 03330923 d:Non-currentFinancialInstruments 2023-12-31 03330923 d:Non-currentFinancialInstruments 2022-12-31 03330923 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 03330923 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 03330923 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 03330923 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 03330923 d:ShareCapital 2023-12-31 03330923 d:ShareCapital 2022-12-31 03330923 d:SharePremium 2023-01-01 2023-12-31 03330923 d:SharePremium 2023-12-31 03330923 d:SharePremium 2022-12-31 03330923 d:CapitalRedemptionReserve 2023-12-31 03330923 d:CapitalRedemptionReserve 2022-12-31 03330923 d:ForeignCurrencyTranslationReserve 2023-01-01 2023-12-31 03330923 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 03330923 d:RetainedEarningsAccumulatedLosses 2023-12-31 03330923 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 03330923 d:RetainedEarningsAccumulatedLosses 2022-12-31 03330923 d:RetainedEarningsAccumulatedLosses 2022-01-01 03330923 c:OrdinaryShareClass1 2023-01-01 2023-12-31 03330923 c:OrdinaryShareClass1 2023-12-31 03330923 c:OrdinaryShareClass1 2022-12-31 03330923 c:OrdinaryShareClass2 2023-01-01 2023-12-31 03330923 c:OrdinaryShareClass2 2023-12-31 03330923 c:OrdinaryShareClass2 2022-12-31 03330923 c:FRS102 2023-01-01 2023-12-31 03330923 c:Audited 2023-01-01 2023-12-31 03330923 c:FullAccounts 2023-01-01 2023-12-31 03330923 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 03330923 d:Subsidiary1 2023-01-01 2023-12-31 03330923 d:Subsidiary1 1 2023-01-01 2023-12-31 03330923 6 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03330923









RELAYWARE LTD









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
RELAYWARE LTD
 
 
COMPANY INFORMATION


Directors
G C Claridge (appointed 18 July 2023)
P Kagan (appointed 20 June 2024)




Registered number
03330923



Registered office
Sadler Building
Oxford Science Park

Oxford

Oxfordshire

OX4 4GE




Independent auditors
Forvis Mazars LLP
Chartered Accountants & Statutory Auditors

Mayoralty House

Flood Street

Galway

Ireland

H91 P8PR





 
RELAYWARE LTD
 

CONTENTS



Pages
Directors' Report
1 - 3
Independent Auditors' Report
4 - 7
Statement of Income and Retained Earnings
8
Balance Sheet
9
Notes to the Financial Statements
10 - 19


 
RELAYWARE LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Principal Activity
The principal activity of the Company is that of partner relationship management and channel marketing software.

Directors' responsibilities statement

The Directors are responsible for preparing the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Directors

The Directors who served during the year and up until the date of this report, unless otherwise stated, were:

G C Claridge (appointed 18 July 2023)
P Kagan (appointed 20 June 2024)
R F Mann (resigned 31 January 2023)
J C Bennet (appointed 31 January 2023, resigned 3 December 2024)
G O Rapkin (resigned 31 January 2023)
M Safaii (resigned 31 January 2023)
A Drummond (resigned 23 July 2023)

Page 1

 
RELAYWARE LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Economic impact of global events

UK business are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. 
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
Relayware Ltd continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Going concern

The financial statements have been prepared on a going concern basis. The Company made a net loss of £1,901,080 for the year ended 31 December 2023 (2022 - £1,860,410). As at that date, the net liabilities in the Balance Sheet amounted to £7,044,733. The net liabilities position is largely driven by the amount owed to the related parties of £26,657,437. The related parties have agreed to defer the commencement of principal repayments until such time that the Company reaches commercial profitability.
The Company remains assured of the financial support by the parent company. The Directors have received confirmation that the parent company will continue to support the Company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due for a period of at least twelve months from the date of approval of these financial statements.
On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Post Balance Sheet events

There have been no significant events affecting the Company since the year end.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsForvis Mazars (Chartered Accountants and Statutory Auditors)will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 2

 
RELAYWARE LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the Board and signed on its behalf.
 


................................................
P Kagan
Director

Date: 23 June 2025

Page 3

 
RELAYWARE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD
 

Opinion

We have audited the financial statements of Relayware LTD (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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 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 31 December 2023 and of its loss 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 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.
Page 4

 
RELAYWARE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD
 

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 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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 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.
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
 
Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
 
Page 5

 
RELAYWARE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD
 


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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:
Discussing with the Directors and management their policies and procedures regarding compliance with laws and regulations;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 

In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the revenue recognition significant fraud risk), and significant one-off or unusual transactions.
Page 6

 
RELAYWARE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RELAYWARE LTD
 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 the audit 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.




Maurice Hickey (Senior statutory auditor)
for and on behalf of
Forvis Mazars
Chartered Accountants and Statutory Auditors 
Mayoralty House
Limerick
Ireland
H91 P8PR
Date

  

23 June 2025
Page 7

 
RELAYWARE LTD
 
 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£
£

  

Turnover
  
1,167,058
985,411

Cost of sales
  
(885,757)
(741,760)

Gross profit
  
281,301
243,651

Administrative expenses
  
(2,182,235)
(1,797,575)

Operating loss
  
(1,900,934)
(1,553,924)

Interest payable and similar expenses
  
(146)
(30,000)

Loss before tax
  
(1,901,080)
(1,583,924)

Tax on loss
  
-
(276,486)

Loss after tax
  
(1,901,080)
(1,860,410)

  

  

Retained earnings at the beginning of the year
  
(13,172,428)
(11,312,018)

  
(13,172,428)
(11,312,018)

Loss for the year
  
(1,901,080)
(1,860,410)

Retained earnings at the end of the year
  
(15,073,508)
(13,172,428)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of income and retained earnings.
The notes on pages 10 to 19 form part of these financial statements.

Page 8

 
RELAYWARE LTD
REGISTERED NUMBER: 03330923

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Notes
£
£

Fixed assets
  

Tangible assets
 4 
25,714
22,079

Investments
 5 
-
7,080

  
25,714
29,159

Current assets
  

Debtors: amounts falling due within one year
 6 
20,297,688
20,149,926

Cash and cash equivalents
 7 
61,970
249,273

  
20,359,658
20,399,199

Creditors: amounts falling due within one year
 8 
(27,430,105)
(25,072,011)

Net current liabilities
  
 
 
(7,070,447)
 
 
(4,672,812)

Total assets less current liabilities
  
(7,044,733)
(4,643,653)

Creditors: amounts falling due after more than one year
 9 
-
(500,000)

Net liabilities
  
(7,044,733)
(5,143,653)


Capital and reserves
  

Called up share capital 
 10 
95,991
95,991

Share premium account
 11 
1,914,646
1,914,646

Capital redemption reserve
 11 
6,018,138
6,018,138

Profit and loss account
 11 
(15,073,508)
(13,172,428)

Total equity
  
(7,044,733)
(5,143,653)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the Board and were signed on its behalf by: 


P Kagan
Director

Date: 23 June 2025

The notes on pages 10 to 19 form part of these financial statements.

Page 9

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Relayware Limited is a private company, limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is Sadler Building, Oxford Science Park, Oxford, Oxfordshire, OX4 4GE. Company number is 03330923.
The principal activity of the Company is that of partner relationship management and channel marketing software. 
The functional currency of the Company is Pounds Sterling as this is the currency of the primary economic environment in which the Company operates. 
Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Consolidated financial statements have not been prepared for the year ended 31 December 2023 because the results of the Company and its subsidiaries have been consolidated higher up the group and this information is included in the consolidated financial statements of Zift Channel Solutions, Inc for the year to 31 December 2023 (see note 2.2 for further information).
 
For the year to 31 December 2022, the Company prepared group consolidated financial statements, which presented the results of the Company and its own subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies were therefore eliminated in full. 
 
Consequently, these financial statements are prepared for the Company only for the year ended  31 December 2023 and the comparative information shown is also solely for the Company.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 10

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The Company made a net loss of £1,901,080 for the year ended 31 December 2023 (2022 - £1,860,410). As at that date, the net liabilities in the Balance Sheet amounted to £7,044,733. The net liabilities position is largely driven by the amount owed to the related parties of £26,477,515. The related parties have agreed to defer the commencement of principal repayments until such time that the Company reaches commercial profitability.

The Company remains assured of the financial support by the parent company. The Directors have received confirmation that the parent company will continue to support the Company and provide it with adequate funds when necessary to enable it to meet its debts as they fall due for a period of at least twelve months from the date of approval of these financial statements.

On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Rendering of subscription software services
Revenue from a contract to provide subscription software services is recognised over the life of the contract term.
Rendering of other services
Revenue from a contract to provide other services is recognised either: (i) in the period in which the services are provided in accordance with the stage of completion of the contract or (ii) over the life of the contract term where it is directly connected to a software subscription contract.

 
2.5

Operating leases

Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.

Page 11

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings 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.

 
2.7

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 Income and Retained Earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Taxation

Tax is recognised in the Statement of Income and Retained Earnings except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.9

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.

Page 12

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.9
Tangible fixed assets (continued)

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:

Office improvements
-
3 years
Fixtures and fittings
-
3 years
Computer equipment
-
3 years
Improvements to property
-
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 profit or loss.

Depreciation is charged to administrative expenses in the Statement of Income and Retained Earnings.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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.

 
2.12

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.

 
2.13

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.

 
2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash
Page 13

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)

flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Statement of Income and Retained Earnings if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

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 Income and Retained Earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet 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.


3.


Employees

The average monthly number of employees, including directors, during the year was 24 (2022 - 31).

Page 14

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Tangible fixed assets





Office improve-  ments
Fixtures and fittings
Computer
equipment
Improve-  ments to property
Total

£
£
£
£
£



Cost 


At 1 January 2023
2,067
40,733
304,507
49,125
396,432


Additions
-
-
20,318
-
20,318


Disposals
-
(40,733)
(14,273)
(49,125)
(104,131)



At 31 December 2023

2,067
-
310,552
-
312,619



Depreciation


At 1 January 2023
1,432
40,733
283,063
49,125
374,353


Charge for the year
635
-
16,048
-
16,683


Disposals
-
(40,733)
(14,273)
(49,125)
(104,131)



At 31 December 2023

2,067
-
284,838
-
286,905



Net book value



At 31 December 2023
-
-
25,714
-
25,714



At 31 December 2022
635
-
21,444
-
22,079

Page 15

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Investment in subsidiary company

£



Cost 


At 1 January 2023
7,080



At 31 December 2023

7,080



Impairment


Charge for the period
7,080



At 31 December 2023

7,080



Net book value



At 31 December 2023
-



At 31 December 2022
7,080


.
Subsidiary undertaking

The following was a subsidiary undertaking of the Company:


Name
Registered office
Class of shares
Holding

Relayware Inc
30 Montgomery Street, Suite 1210, Jersey City, NJ 07302
Ordinary
100
%


6.


Debtors

As restated
2023
2022
£
£


Trade debtors
39,764
26,221

Amounts owed by group undertakings
20,175,020
19,919,797

Other debtors
5,131
16,509

Unbilled receivables
65,690
174,886

Prepayments
12,083
12,513

20,297,688
20,149,926

Page 16

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.Debtors (continued)


Amounts owed by group undertakings are unsecured, repayable on demand and interest free.
The amounts disclosed in 2022 have been restated as per note 12.


7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
61,970
249,273



8.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Trade creditors
96,829
43,273

Amounts owed to group undertakings
26,657,437
24,220,395

Corporation tax
276,486
276,486

Other taxation and social security
50,889
54,181

Other creditors
6,803
7,583

Accruals and deferred income
341,661
470,093

27,430,105
25,072,011


Amounts owed to group undertakings are unsecured, repayable on demand and interest free.
The amounts disclosed in 2022 have been restated as per note 12.


9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
-
500,000


The bank loans bore an interest of 6%, were secured by a debenture and were redeemed in 2023.

Page 17

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



7,275,496 (2022 -7,275,496) Ordinary shares of £0.01 each
72,755
72,755
2,323,600 (2022 -2,323,600) Ordinary A shares of £0.01 each
23,236
23,236

95,991

95,991

The Company has two classes of ordinary shares which carry voting rights but no right to fixed income.


11.


Reserves

Share premium account

Share premium includes any premiums received on issue of share capital.
Capital contribution reserve
This reserve consists of the total contribution to the equity capital of the Company that was not made in exchange for shares.

Foreign exchange reserve

Foreign exchange reserve includes the translation differences arising from the translation of the financial statements of the Company's foreign subsidiaries into GBP.

Profit and loss account

Profit and loss account includes all current and prior period retained profits and losses.


12.


Prior year adjustment

The 2022 financials have been restated to reflect the reclassification of unbilled receivables of £174,886 previously incorrectly offset against deferred income in creditors have been reclassified to debtors. 


13.


Pension commitments

The Company operates a defined contribution pension scheme. 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 Company to the fund and amounted to £93,412 (2022 - £103,331). Contributions totalling £6,803 (2022 - £7,583) were payable to the fund at the balance sheet date.

Page 18

 
RELAYWARE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Related party transactions

In accordance with Section 33 of FRS 102, transactions between wholly owned group companies have not been disclosed.
During the prior year the Company had loans with Albion Ventures LLP, of which E S Gigov (a board observer of Zift Channel Solutions, Inc) is a member. The loans were redeemed in 2023 and the balance outstanding at the year end was £NIL (2022 - £500,000). 
The loan were subject to interest at a rate of 6%, the interest charged on the loan in the year was £NIL (2022 - £30,000). 


15.


Controlling party

The immediate parent company is Zift Channel Solutions, Inc, a company registered in the United States.  This is the smallest group of which the company is a member for which consolidated financial statements are drawn up. These consolidated accounts are available from 6501 Weston Parkway Suite 200. Cary, North Carolina, 27513. On January 31, 2023 Zift Channel Solutions, Inc was acquired by Investcorp Technolgy Partners.
The Company's ultimate controlling party is Investcorp Technolgy Partners, Inc, a company incorporated in the United States. Its registered address is 280 Park Avenue New York, NY 10017.

Page 19