Company registration number 05928377 (England and Wales)
IRDETO UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
IRDETO UK LIMITED
COMPANY INFORMATION
Directors
A M Bunten
D W H Lowther
Secretary
D W H Lowther
Company number
05928377
Registered office
c/o Azets
Burham Yard
London End
Beaconsfield
Bucks
UK
HP9 2JH
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
Business address
48-54 Charlotte Street
London
United Kingdom
W1T 2N5
IRDETO UK LIMITED
CONTENTS
Page
Directors' report
1
Independent auditor's report
2 - 4
Statement of comprehensive income
5
Balance sheet
6
Statement of changes in equity
7
Notes to the financial statements
8 - 13
IRDETO UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -
The directors present their annual report and financial statements for the year ended 31 March 2025.
Principal activities
The principal activity of the company continued to be that of that of marketing internet software products.
Dividends
No dividends will be distributed for the year ended 31 March 2025.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A M Bunten
D W H Lowther
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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 of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
A M Bunten
D W H Lowther
Director
Director
27 June 2025
IRDETO UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF IRDETO UK LIMITED
- 2 -
Opinion
We have audited the financial statements of Irdeto UK Limited (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2025 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.
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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
IRDETO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IRDETO UK LIMITED
- 3 -
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 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; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
IRDETO UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF IRDETO UK LIMITED
- 4 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Jack Tatschner ACA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
27 June 2025
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
IRDETO UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
2025
2024
Notes
£
£
Turnover
3
4,091,198
3,705,129
Administrative expenses
(3,884,857)
(3,481,502)
Profit before taxation
206,341
223,627
Tax on profit
7
Profit for the financial year
206,341
223,627
The profit and loss account has been prepared on the basis that all operations are continuing operations.
IRDETO UK LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 6 -
2025
2024
Notes
£
£
£
£
Current assets
Debtors
8
3,340,169
2,340,292
Creditors: amounts falling due within one year
9
(1,568,862)
(992,468)
Net current assets
1,771,307
1,347,824
Capital and reserves
Called up share capital
11
1,000
1,000
Other reserves
532,269
315,127
Profit and loss reserves
1,238,038
1,031,697
Total equity
1,771,307
1,347,824
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
A M Bunten
D W H Lowther
Director
Director
Company Registration No. 05928377
IRDETO UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
Share capital
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2023
1,000
128,862
808,070
937,932
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
223,627
223,627
Movement in equity settled share based payments
-
186,265
186,265
Balance at 31 March 2024
1,000
315,127
1,031,697
1,347,824
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
206,341
206,341
Movement in equity settled share based payments
-
217,142
217,142
Balance at 31 March 2025
1,000
532,269
1,238,038
1,771,307
IRDETO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
1
Accounting policies
Company information
Irdeto UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Azets, Burham Yard, London End, Beaconsfield, Bucks, UK, HP9 2JH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Multichoice Group Limited. These consolidated financial statements are available from its registered office, Multichoice City, 144 Bram Fischer Drive, Randburg, Gauteng, South Africa, 2194.
1.2
Going concern
The directors have prepared and reviewed forecasts and projections for the Company and, taking into account the economic conditions and possible changes in trading performance, alongside the facts noted above, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.true
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, relates, value added tax and other sales taxes.
Recharge to group
Turnover from services to group companies is recognised in accordance with the transfer pricing agreements.
IRDETO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 9 -
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
The company is part of a cash pool arrangement to manage the group cash and liquidity position. Through this arrangement excess cash balances are swept from selected subsidiary companies into Irdeto B.V accounts. These companies have immediate access to its cash balances if required.
1.5
Financial instruments
The company uses certain financial instruments in its normal operating and investing activities, which are deemed appropriate to its circumstances, such as trade receivables and trade payables, amounts due from/to group undertakings, cash at bank deposits and equity shares. Financial assets and liabilities are recognised on the company's balance sheet when the company has become a party to the contractual provisions of the instrument.
Debtors and creditors, due in one year, with no stated interest rate are recorded at transaction price
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.8
Share-based payments
For the equity settled share based payments, the Company recognises an employee benefit expense in the income statement, representing the fair value of the RSUs granted to the Company’s employees.
The fair value of the options at the date of grant is charged to income over the relevant vesting periods, adjusted to reflect actual and expected levels of vesting. The fair value of the equity instruments are calculated using the Black-Scholes model.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment.
The share-based payment expense is not adjusted if the modified fair value is less than the original fair value. Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
For the cash-settled compensation plans, the Company recognises a liability, and at the end of each reporting period the fair value of the liability is remeasured.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
IRDETO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Fair value of RSU's granted
Management have exercised judgement in determining that the fair value of the RSU's granted during the year are commensurate to the share price of the ultimate parent undertaking, MultiChoice Group Limited, as at the date of issue ofthe options.
The share-based payment transactions relating to the share options are disclosed in note 12.
3
Turnover
2025
2024
£
£
Turnover analysed by geographical market
Europe
1,677,236
1,906,842
UK
814,790
1,504,818
Rest of World
1,599,172
293,469
4,091,198
3,705,129
All turnover has been derived from its principal activity.
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
508
3
Share-based payments
180,941
102,065
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
14,640
16,800
IRDETO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
IT architects / Engineers
5
7
Project manager
1
1
Intelligence analyst
3
2
Special projects
1
2
Marketing
-
1
Showmax
5
4
Total
15
17
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
3,165,049
2,849,132
Social security costs
478,825
419,579
Pension costs
110,546
102,868
3,754,420
3,371,579
7
Taxation
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit before taxation
206,341
223,627
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
51,585
55,907
Tax effect of expenses that are not deductible in determining taxable profit
15,289
1,538
Permanent capital allowances in excess of depreciation
(3,427)
(4,179)
Share based payment charge
31,665
Utilisation of tax losses b/fwd
(94,395)
(43,061)
Timing difference on pension contribution
(717)
(10,205)
Taxation charge for the year
-
-
IRDETO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
7
Taxation
(Continued)
- 12 -
Factors that may affect future tax changes
The Chancellor announced on 3 March 2021 that the UK corporation tax rate will increase to 25% from April 2023. These changes were enacted in Finance Act 2021 on 10 June 2021. The effect of the tax change has been reflected in the deferred tax balances.
Base Erosion and Profit Shifting (BEPS) disclosure
The company is within the Base Erosion and Profit Shifting (BEPS) Pillar 2 regime for the year ended 31 December 2024.
The group have reviewed the legislation and assessed that there is no additional taxation under BEPS Pillar 2 for the year ended 31 December 2024.
8
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,247,580
2,297,493
Other debtors
45,719
6,139
Prepayments and accrued income
46,870
36,660
3,340,169
2,340,292
9
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
1,396
Amounts owed to group undertakings
971,111
Taxation and social security
76,045
201,078
Other creditors
30,296
86,684
Accruals and deferred income
490,014
704,706
1,568,862
992,468
Included within accruals are outstanding pension contributions of £19,313 (2024: £22,600).
10
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
110,546
102,868
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
IRDETO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
11
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
12
Share-based payment transactions
The company participates in a group-settled stock-based arrangement granted by its ultimate parent company to its employees.
Currently the company operates 2 equity compensation plans:
- Under the MultiChoice Group Restricted Stock Unit Plan (MCG RSU) sponsored by the Company's immediate parent, Irdeto BV, equity-based compensation awards are granted to certain employees eligible to participate in the plan. For our eligible employees, MCG RSU allows for the issuance of restricted stock unit (“RSU”) awards. An RSU is an agreement to issue shares of MultiChoice Group Limited, common stock at the time of vesting.
Prior to August 2020, RSUs granted to eligible employees vest ratably over five years beginning on the second anniversary of the date of grant. Grants made after August 2020, vest over three years from the date of the grant.
- Under The Irdeto Restricted Stock Unit Plan (Irdeto RSU) sponsored by the Company's immediate parent, Irdeto BV, cash-based compensation awards are granted to certain employees eligible to participate in the plan. For our eligible employees, Irdeto RSU allows for the issuance of restricted stock unit (“RSU”) awards. An RSU is an agreement to issue shares of MultiChoice Group Limited, common stock at the time of vesting.
For all eligible employees, RSUs granted vest ratably over three or four years beginning on the third anniversary of the date of grant.
All awards are granted subject to the completion of a requisite service period by employees, ranging from three to five years.
13
Related party transactions
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.
14
Ultimate controlling party
The immediate parent undertaking is Irdeto Holdings BV, a company incorporated in the Netherlands.
The ultimate parent undertaking and controlling party is MultiChoice Group Limited, a company incorporated in South Africa and listed on Johannesburg Stock Exchange (JSE:MCG). Multichoice Group Limited prepares group financial statements and these are available from the company's registered office, Multichoice City, 144 Bram Fischer Drive, Randburg, Gauteng, South Africa, 2194.
15
Deferred tax
A potential deferred tax asset of approximately £122,265 (2024: £184,995), in respect of trading losses, has not been recognised on the grounds that there is insufficient evidence at the current time that the asset will be recoverable in the foreseeable future. The tax losses of approximately £489,062 (2024: £739,981) may be utilised in future periods through the generation of future taxable profits.
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