Company registration number 09141425 (England and Wales)
NAGARRO SOFTWARE LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NAGARRO SOFTWARE LTD
COMPANY INFORMATION
Directors
Mr M Human
Mr P K Haberfellner
Company number
09141425
Registered office
1 Parkshot
Richmond
Surrey
TW9 2RD
Auditor
PK Audit LLP
1 Parkshot
Richmond
Surrey
TW9 2RD
NAGARRO SOFTWARE LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
NAGARRO SOFTWARE LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

 

On 29 October 2024, Nagarro Software Limited acquired FWD View Limited by way of a share purchase agreement, as a result, became a parent company forming a group.

Principal activities

The principal activity of this group revolves around providing technology-related products and services to clients. This includes a wide range of activities, like software services, IT consulting, modern data solutions, decision intelligence, big data and analytics, and cloud data engineering, etc.

 

Our Fluidic Enterprise vision provides a flexible framework that allows for customisation to meet your unique needs. Through our 'Fluidic Enterprise Vision Workshop', we blend your insights with our expertise to tailor a precise vision for your organisation.

Review of the business

Fiscal year 2024 marked a period of growth and resilience for Nagarro Software Ltd, as we navigated through unprecedented challenges while capitalising on emerging opportunities in the dynamic technology landscape. Increased demand for our services, coupled with strategic market expansion, contributed to this remarkable achievement.

 

Streamlining processes, optimising resource allocation, and leveraging automation tools enhanced our operational efficiency. This enabled us to improve service delivery timelines, reduce costs, and maintain profitability amidst challenging market conditions.

 

As part of its growth strategy, the company completed the acquisition of FWD View Limited during the year. This acquisition is regarded as a strategic step towards strengthening the group’s service offering and enhancing the development of its UK operations. FWD View Limited brings additional technical expertise, sector knowledge, and client relationships that are expected to complement and expand the group’s existing capabilities. The acquisition supports the group’s ambition to increase its footprint in the UK market, broaden its service portfolio, and accelerate innovation across its consultancy and software development activities.

 

In conclusion, fiscal year 2024 was a testament to Nagarro Software Ltd’s resilience, innovation, and customer-centric approach.

Principal risks and uncertainties

Nagarro Software Ltd is a direct subsidiary of Nagarro SE which is a listed company in Germany and is bound by compliances that oversee activities of publicly listed company in the EU region. Nagarro Software Ltd is subjected to regular internal audits to maintain and comply with regulation at various levels.

 

The company carefully considers its principal risks and manages these risks by continual monitoring and assessment, policy-setting, and compliance with all legal and statutory obligations. Policies and safeguards are set to limit various risks to negligible levels. The main principal risks can be identified as follows:

 

Talent Acquisition:

The competitive talent landscape and increasing demand for specialised skills presented challenges in recruiting and retaining top talent. Efforts to address this included intensified recruitment drives and talent development programs.

 

Cybersecurity Threats:

With the proliferation of cyber threats, ensuring robust cybersecurity measures became paramount. We proactively invested in enhancing our cybersecurity infrastructure and implementing stringent security protocols to safeguard client data and maintain trust.

 

Technology Risk:

We operate in dynamic industries that are characterised by rapid technological change, frequent product and service innovation and evolving industry standards. Our future success will depend on our ability to adapt and innovate to keep up with technological developments. As a result, we need to invest significant resources in research and development on the group level.

NAGARRO SOFTWARE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

Acquisition and Integration Risk

While the acquisition presents significant opportunities for revenue enhancement and operational synergies, it also introduces a number of strategic and operational risks. These include the risk that anticipated synergies and cost efficiencies may not be realised within the expected timeframe, or at all, due to unforeseen integration challenges. There is also a risk of disruption to existing operations during the transition period, as well as potential cultural and procedural differences between the businesses that may affect performance or employee retention. The company has established a detailed integration plan, with oversight from senior management, to manage the consolidation process and monitor performance against key integration milestones. Ongoing assessment of post-acquisition performance, stakeholder communication, and alignment of systems, controls and reporting structures remain a priority to ensure that the strategic objectives of the acquisition are achieved.

Development and performance

Revenue Growth: Nagarro Software Ltd achieved good revenue growth and expanded market share. Increased demand for services, particularly in digital transformation and cloud computing, drove this remarkable performance. During the year ended 31 December 2024, revenue increased from £19.79 million to £21.88 million, representing growth of approximately 11%. Profit before tax was £1.02 million (2023: £1.20 million), reflecting a modest decrease due to a planned strategic increase in sales and marketing expenditure aimed at supporting long-term growth. Despite broader economic impacts such as events in Ukraine and Israel/​Palestine, global tariff policies, the group reports no direct financial consequences at present. However, they recognise the potential significance of ongoing factors such as rising energy costs and general inflationary pressures.

 

The performance of the subsidiary over the initial two-month period since acquisition has been satisfactory and broadly in line with management’s expectations at the time of the transaction. As anticipated, the full benefits of integration and the realisation of operational synergies have not yet materialised, given the short period since completion. These are expected to become more evident in the next financial year. Management remains confident in the strategic rationale for the acquisition and is committed to a structured and effective consolidation process to support long-term growth and value creation.

 

Client Satisfaction: Maintaining our commitment to delivering exceptional service, we achieved high levels of client satisfaction. Our ability to understand and address client needs, coupled with responsive support and timely delivery, strengthened client relationships and fostered loyalty.

 

Operational Efficiency: We improved operational efficiency through process optimisation, automation, and resource utilisation enhancements. These efforts enabled us to streamline workflows, reduce costs, and enhance service delivery quality while maintaining profitability.

Key performance indicators

The board receives periodic updates from all divisions across the company to track and assess KPIs against targets set each year. Non-financial KPIs include satisfaction levels from customers. Financial KPIs include turnover, gross profit, and profit before taxes.

Other performance indicators

For the year under review, the consolidated results for Nagarro Software Ltd including its subsidiary i.e., FWD View Limited were as follows:

 

- Turnover £21,877,232 (2023: £19,785,208)

- Gross profit £2,712,894 (2023: £1,886,557)

- Profit Before Taxes £1,015,781 (2023: £1,195,854)

NAGARRO SOFTWARE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Promoting the success of the company

Nagarro Software Ltd is a provider of high-quality consultancy and software services solutions with clientele based worldwide. The group has considerable financial resources, with substantial working capital cash balances available to invest in developing new innovative solutions and maintaining the supply of exceptional services, and innovative solutions for its clients. The company is dedicated to developing services that will consistently enhance customer satisfaction and expectations.

 

As of now, the directors have a reasonable expectation that the company has more than adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing Consolidated Financial Statements. The company is confident that it can continue to operate in a stable condition for the foreseeable future.

 

The directors are mindful of their responsibility to act fairly between members of the company. All decisions are made in a manner that ensures the equitable treatment of shareholders and the protection of long-term stakeholder value.

 

Our employees, our clients, our suppliers

The group's directors prioritise employee involvement, development, and well-being, striving to be an employer of choice. Commitment to diversity and career progression is highlighted, alongside efforts to promote a healthy work-home balance.

 

Directors emphasise building long-term relationships with suppliers and delivering exceptional service to clients, which has earned the company a strong reputation for quality and reliability. The board ensures regular engagement with stakeholders through employee feedback channels, client satisfaction reviews, supplier evaluations, and where relevant, community outreach. The directors receive regular updates on stakeholder interests to inform decision-making at board level.

 

Through investments in employee development and fostering strong supplier relationships, the company remains competitive in its sector. The emphasis on quality, pricing strategy, and technical expertise underscores its commitment to providing value to clients.

 

The group is committed to conducting its operations in a socially responsible and environmentally sustainable manner. It recognises the importance of minimising its environmental footprint and supporting the communities in which it operates. During the year, the company continued to implement energy-efficient practices across its offices, including measures to reduce electricity consumption and promote recycling. Where possible, suppliers with strong environmental credentials are prioritised. Management remains focused on identifying further opportunities to enhance its positive impact on both the environment and local communities as part of its broader sustainability objectives.

 

The group is also committed to maintaining high standards of business conduct across all aspects of its operations. Policies on ethics, data protection, anti-bribery and corruption, and compliance with applicable laws and regulations are regularly reviewed by the board to ensure the company continues to operate responsibly and with integrity.

 

The directors carefully considered the interests of stakeholders when evaluating key strategic decisions, including the acquisition of FWD View Limited. These decisions were made with a long-term view, having regard to the likely consequences for employees, clients, suppliers, and the wider community.

 

Overall, the group maintains a proactive approach to navigate challenges while prioritising the well-being and development of its employees.

On behalf of the board

Mr P K Haberfellner
Director
29 May 2025
NAGARRO SOFTWARE LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024. These consolidated financial statements include the financial statements of Nagarro Software Limited and its newly acquired subsidiary FWD View Limited.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid.

Directors

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

Mr M Human
Mr P K Haberfellner
Financial instruments
Treasury operations and financial instruments

The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities. The group’s principal financial instruments may include bank overdrafts, loans and corporate bonds, the main purpose of which is to raise finance for the group’s operations. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations.

Liquidity risk

The group manages its cash requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to cash flow interest rate risk on floating rate deposits, bank overdrafts and loans.

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies and billing in other currencies.

Credit risk

Investments of cash surpluses and borrowings are made through banks and companies made through banks and companies of high credit rating.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Auditor

In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the group will be put at a General Meeting.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

NAGARRO SOFTWARE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and 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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr P K Haberfellner
Director
29 May 2025
NAGARRO SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAGARRO SOFTWARE LTD
- 6 -
Opinion

We have audited the financial statements of Nagarro Software Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

NAGARRO SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAGARRO SOFTWARE LTD
- 7 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

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:

 

Based on our understanding of the group and the industry in which it operates, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks were in relation to:

NAGARRO SOFTWARE LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAGARRO SOFTWARE LTD
- 8 -

In response to the risk of irregularities, including fraud and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

 

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Monika Trzcinska (Senior Statutory Auditor)
For and on behalf of PK Audit LLP, Statutory Auditors
Chartered Accountants
1 Parkshot
Richmond
Surrey
TW9 2RD
29 May 2025
NAGARRO SOFTWARE LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
21,877,232
19,785,208
Cost of sales
(19,164,338)
(17,898,651)
Gross profit
2,712,894
1,886,557
Administrative expenses
(1,786,848)
(774,023)
Operating profit
4
926,046
1,112,534
Interest receivable and similar income
7
219,207
83,320
Interest payable and similar expenses
8
(129,472)
-
0
Profit before taxation
1,015,781
1,195,854
Tax on profit
9
(315,493)
(292,379)
Profit for the financial year
700,288
903,475
Profit for the financial year is all attributable to the owner of the parent company.
NAGARRO SOFTWARE LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Profit for the year
700,288
903,475
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
700,288
903,475
Total comprehensive income for the year is all attributable to the owner of the parent company.
NAGARRO SOFTWARE LTD
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
10,554,281
-
0
Other intangible assets
10
616,723
-
0
Total intangible assets
11,171,004
-
0
Tangible assets
11
11,373
1,285
11,182,377
1,285
Current assets
Debtors
15
9,763,986
7,421,335
Cash at bank and in hand
2,527,999
296,229
12,291,985
7,717,564
Creditors: amounts falling due within one year
16
(6,720,093)
(4,065,319)
Net current assets
5,571,892
3,652,245
Total assets less current liabilities
16,754,269
3,653,530
Creditors: amounts falling due after more than one year
17
(12,271,339)
-
Provisions for liabilities
Deferred tax liability
19
129,112
-
0
(129,112)
-
Net assets
4,353,818
3,653,530
Capital and reserves
Called up share capital
22
10,000
10,000
Profit and loss reserves
4,343,818
3,643,530
Total equity
4,353,818
3,653,530
The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
Mr P K Haberfellner
Director
Company registration number 09141425 (England and Wales)
NAGARRO SOFTWARE LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,414
1,285
Investments
12
12,739,165
-
0
12,740,579
1,285
Current assets
Debtors
15
8,668,814
7,421,335
Cash at bank and in hand
869,047
296,229
9,537,861
7,717,564
Creditors: amounts falling due within one year
16
(5,752,279)
(4,065,319)
Net current assets
3,785,582
3,652,245
Total assets less current liabilities
16,526,161
3,653,530
Creditors: amounts falling due after more than one year
17
(12,201,577)
-
Net assets
4,324,584
3,653,530
Capital and reserves
Called up share capital
22
10,000
10,000
Profit and loss reserves
4,314,584
3,643,530
Total equity
4,324,584
3,653,530

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £671,054 (2023 - £903,476 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
Mr P K Haberfellner
Director
Company registration number 09141425 (England and Wales)
NAGARRO SOFTWARE LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
10,000
2,740,055
2,750,055
Year ended 31 December 2023:
Profit and total comprehensive income
-
903,475
903,475
Balance at 31 December 2023
10,000
3,643,530
3,653,530
Year ended 31 December 2024:
Profit and total comprehensive income
-
700,288
700,288
Balance at 31 December 2024
10,000
4,343,818
4,353,818
NAGARRO SOFTWARE LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
10,000
2,740,055
2,750,055
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
903,475
903,475
Balance at 31 December 2023
10,000
3,643,530
3,653,530
Year ended 31 December 2024:
Profit and total comprehensive income
-
671,054
671,054
Balance at 31 December 2024
10,000
4,314,584
4,324,584
NAGARRO SOFTWARE LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,116,027
295,382
Income taxes paid
(400,738)
(610,037)
Net cash inflow/(outflow) from operating activities
715,289
(314,655)
Investing activities
Purchase of business
(7,519,463)
-
Purchase of tangible fixed assets
(6,379)
-
Interest received
219,207
83,320
Net cash (used in)/generated from investing activities
(7,306,635)
83,320
Financing activities
Proceeds from borrowings
8,958,807
-
Repayment of borrowings
(6,219)
-
Interest paid
(129,472)
-
0
Net cash generated from financing activities
8,823,116
-
Net increase/(decrease) in cash and cash equivalents
2,231,770
(231,335)
Cash and cash equivalents at beginning of year
296,229
527,564
Cash and cash equivalents at end of year
2,527,999
296,229
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Nagarro Software Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Parkshot, Richmond, Surrey, TW9 2RD.

 

The group consists of Nagarro Software Ltd and its subsidiary FWD View Limited.

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, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

 

The financial statements of the company are consolidated in the financial statements of Nagarro SE. These consolidated financial statements are available from the company's website: www.nagarro.com.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Nagarro Software Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Revenue from the resale of computer software licences is recognised when the significant risks and rewards of ownership of the licence have passed to the buyer (usually on delivery of the license), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and the company has no further obligation as the licence is provided directly to the customer by the supplier.

 

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

 

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
1-3 years on a straight-line basis
Customer contracts backlog
over the year on a straight-line basis
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
2 years on a straight-line basis
Computers
2-3 years on a straight-line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
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.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Share-based payments

The company participates in a group share option scheme administered by its ultimate parent undertaking. Under this arrangement, certain employees of the company are granted either equity-settled share options over the parent company’s shares or cash-settled share-based payment awards.

 

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Binomial model. The fair value determined at the grant date is expensed on a straight-line basis over the graded vesting period of 4 years and a total term of 10 years, based on the estimate of shares that will eventually vest. When a parent grants a share-based payment to employees of a subsidiary, the parent may require the subsidiary to make a payment to reimburse it for granting the share-based payment. The cost of equity-settled transactions is recognised as employee benefits expense with corresponding payable to Nagarro SE being the amount cross charged by Nagarro SE over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period).

 

The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised at the beginning and end of that period.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -

In accordance with the disclosure exemptions available under FRS 102, the company has not disclosed the information required by Section 26 in respect of share-based payment arrangements, including:

- The expense recognised in profit or loss;

- Reconciliation of the number and weighted average exercise price of share options;

- Details of the fair value measurement of options granted;

- Information relating to any cash-settled share-based payment liabilities;

- Any modifications to existing arrangements;

- The amount outstanding at the beginning and end of the period.

 

These disclosures are included in the consolidated financial statements of the parent company, which are publicly available.

1.19
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 retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.20

Comparative information

During the year ended 31 December 2024, the company acquired 100% of the share capital of FWD View Limited and, as a result, became a parent company forming a group. The comparative figures presented in these financial statements relate to the company as a standalone entity prior to the acquisition, and are therefore not directly comparable with the current year’s figures, which reflect its status as a parent company within a group.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Earn-outs liability:

During the year ended 31 December 2024, the company acquired 100% of the share capital of FWD View Limited. The purchase agreement includes an earn-out arrangement, under which additional payments may become payable to the former shareholders of FWD View Limited, contingent upon the achievement of certain post-acquisition performance targets.

 

Management has exercised significant judgment in determining the accounting treatment of the earn-out arrangement, which could be classified as either contingent considerations or employment benefits. Based on the contractual terms, it has been determined that the earn-outs form part of the contingent consideration and should be accounted for under Section 19, Business Combinations.

 

Management has also exercised significant judgement in assessing the fair value of the contingent consideration forming part of the consideration arising from the business combination. This involved evaluating both the likelihood and estimated amount of future payments, which are dependent on the achievement of specified performance conditions and other contractual terms. The valuation of the contingent consideration is based on management’s current forecasts, historical performance, and other relevant assumptions concerning future financial and operational outcomes.

 

A discount factor has been applied to reflect the time value of money, as the settlement of the contingent consideration is expected to occur over a future period. The selected discount rate of 5.6% is a key assumption, reflecting the risk profile of the liability and the timing of expected payments.

 

Based on the above, the management carried out an assessment of the earn-out arrangement, with potential payments ranging between £nil and £10,033,567. As at 31 December 2024, the company recognised £3,776,135, discounted to £3,299,552, as the fair value of the contingent consideration relating to the additional purchase consideration. This valuation was determined using a Monte Carlo simulation, providing a reliable estimate of the probable outcome. The remaining balance of the potential contingent consideration, being up to £6,257,432, has not been recognised, as it is contingent on future performance conditions. This amount is subject to significant estimation uncertainty and will be re-assessed at each reporting date.

Amortisation of Goodwill and Intangible Assets:

The directors have assessed the useful economic lives of intangible assets, including goodwill, and determined the appropriate amortisation periods. This includes considering the expected duration over which the acquired assets will contribute to the group's future economic benefits. In the case of goodwill, a 10-year amortisation period has been selected based on the nature of the acquired business, its integration into the group, and the projected long-term benefits. For other intangible assets, the amortisation periods have been determined in alignment with expected contractual terms and market conditions.

Impairment of Goodwill and Intangible Assets:

Management has also applied judgement in assessing whether any indicators of impairment exist for goodwill and intangible assets. This includes evaluating factors such as the performance of the acquired business, integration progress, market conditions, and projected future cash flows. As of the reporting date, no impairment indicators were identified, and thus no impairment charge has been recognised.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Software development and consulting services
21,877,232
19,785,208
2024
2023
£
£
Turnover analysed by geographical market
UK
20,651,792
18,331,101
Europe
345,918
551,172
USA
879,522
785,372
Asia
-
114,073
Other
-
3,490
21,877,232
19,785,208
2024
2023
£
£
Other revenue
Interest income
219,207
83,320
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
11,153
113,669
Research and development costs
14,982
-
Depreciation of owned tangible fixed assets
2,663
1,113
Amortisation of intangible assets
292,770
-
Share-based payments
37,657
46,092
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
30,803
17,750
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Average number of employees
56
34
32
34

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,538,868
3,177,598
3,185,203
3,177,598
Social security costs
376,158
275,411
332,433
275,411
Pension costs
31,171
24,327
26,210
24,327
3,946,197
3,477,336
3,543,846
3,477,336
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
13,985
5,601
Interest receivable from group companies
203,148
77,719
Other interest income
2,074
-
Total income
219,207
83,320
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
217,133
83,320
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,407
-
Interest payable to group undertakings
97,269
-
0
98,676
-
Other finance costs:
Other interest
30,796
-
Total finance costs
129,472
-
0
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
246,972
292,379
Deferred tax
Origination and reversal of timing differences
68,521
-
0
Total tax charge
315,493
292,379

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:

2024
2023
£
£
Profit before taxation
1,015,781
1,195,854
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
253,945
281,265
Tax effect of expenses that are not deductible in determining taxable profit
1,117
73
Adjustments in respect of prior years
(358)
-
0
Permanent capital allowances in excess of depreciation
(929)
269
Amortisation on assets not qualifying for tax allowances
44,722
-
0
Other permanent differences
7,699
-
0
Share based payment charge
9,297
10,772
Taxation charge
315,493
292,379
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
10
Intangible fixed assets
Group
Goodwill
Software
Customer contracts backlog
Total
£
£
£
£
Cost
At 1 January 2024
-
0
-
0
-
0
-
0
Additions - business combinations
10,733,167
110,865
619,742
11,463,774
At 31 December 2024
10,733,167
110,865
619,742
11,463,774
Amortisation and impairment
At 1 January 2024
-
0
-
0
-
0
-
0
Amortisation charged for the year
178,886
10,593
103,291
292,770
At 31 December 2024
178,886
10,593
103,291
292,770
Carrying amount
At 31 December 2024
10,554,281
100,272
516,451
11,171,004
At 31 December 2023
-
0
-
0
-
0
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

On 29 October 2024 the group acquired 100% of the issued share capital of FWD View Limited. The resulting goodwill of £10,733,167 is amortised over 10 years. In addition, identifiable intangible assets amounting to £619,742 were recognised and are being amortised over one year.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
11
Tangible fixed assets
Group
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 January 2024
-
0
3,340
3,340
Additions
-
0
6,379
6,379
Business combinations
134
6,238
6,372
At 31 December 2024
134
15,957
16,091
Depreciation and impairment
At 1 January 2024
-
0
2,055
2,055
Depreciation charged in the year
38
2,625
2,663
At 31 December 2024
38
4,680
4,718
Carrying amount
At 31 December 2024
96
11,277
11,373
At 31 December 2023
-
0
1,285
1,285
Company
Computers
£
Cost
At 1 January 2024
3,340
Additions
1,330
At 31 December 2024
4,670
Depreciation and impairment
At 1 January 2024
2,055
Depreciation charged in the year
1,201
At 31 December 2024
3,256
Carrying amount
At 31 December 2024
1,414
At 31 December 2023
1,285
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
12,739,165
-
0
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Fixed asset investments
(Continued)
- 29 -

The total investment cost, amounting to £12,739,165 (2023: £nil), relates to the company’s acquisition of 100% of the share capital of FWD View Limited on 29 October 2024. The investment cost comprises:

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
-
Additions
12,739,165
At 31 December 2024
12,739,165
Carrying amount
At 31 December 2024
12,739,165
At 31 December 2023
-
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
FWD VIEW LIMITED
6-7 Queen Street, London, England, EC4N 1SP
Ordinary
100

Audit exemptions

 

In accordance with the Companies Act 2006 Section 479c, FWD View Limited (company registration number 10619822) is exempted from an audit for the financial year ended 31 March 2025. The parent company, Nagarro Software Ltd, has issued a statement of guarantee for the outstanding liabilities of FWD View Limited.

14
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
9,144,495
7,077,684
n/a
n/a
Carrying amount of financial liabilities include:
Measured at fair value through profit or loss
Measured at amortised cost
13,430,057
3,111,225
n/a
n/a
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,695,286
2,893,085
3,928,025
2,893,085
Corporation tax recoverable
392,853
334,863
392,853
334,863
Amounts owed by group undertakings
3,695,781
3,960,969
3,775,269
3,960,969
Other debtors
31,853
43,033
31,436
43,033
Prepayments and accrued income
845,885
189,385
541,231
189,385
9,661,658
7,421,335
8,668,814
7,421,335
Deferred tax asset (note 19)
102,328
-
0
-
0
-
0
9,763,986
7,421,335
8,668,814
7,421,335
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
10,375
-
0
-
0
-
0
Other borrowings
18
28,441
-
0
-
0
-
0
Trade creditors
424,952
16,628
22,259
16,628
Amounts owed to group undertakings
3,288,509
3,092,400
3,288,509
3,092,400
Other taxation and social security
1,140,316
664,919
838,155
664,919
Deferred income
20
47,971
-
0
-
0
-
0
Other creditors
601,241
2,197
580,952
2,197
Accruals
1,178,288
289,175
1,022,404
289,175
6,720,093
4,065,319
5,752,279
4,065,319
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
5,285
-
0
-
0
-
0
Other borrowings
18
9,023,284
-
0
8,958,807
-
0
Other creditors
3,242,770
-
0
3,242,770
-
0
12,271,339
-
12,201,577
-
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
15,660
-
0
-
0
-
0
Loans from group undertakings
8,958,807
-
0
8,958,807
-
0
Other loans
92,918
-
0
-
0
-
0
9,067,385
-
8,958,807
-
Payable within one year
38,816
-
0
-
0
-
0
Payable after one year
9,028,569
-
0
8,958,807
-
0

The company's long-term loans are unsecured.

During the year, the company received a loan from the parent company Nagarro SE totalling €10,811,850 with an interest at the rate of 6% per annum payable monthly in arrears. The loan and the accrued interest is repayable in full by October 2029. As at 31 December 2024, the outstanding loan balance amounted to £8,958,807 (2023: £Nil)

 

As at 31 December 2024, the group’s loans consist of a Bounce Back Loan of £15,660, which bears interest at 2.5% per annum and is repayable by June 2026, and a Market Finance Loan of £92,918, carrying interest at 8.33% per annum, repayable by December 2027.

19
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Tax losses
-
-
102,328
-
Fair value intangible assets
129,112
-
-
-
129,112
-
102,328
-
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
-
-
Charge to profit or loss
68,521
-
Acquired as a part of business combination
(41,737)
-
Net Liability at 31 December 2024
26,784
-
NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
19
Deferred taxation
(Continued)
- 32 -

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

20
Deferred income
Group
Company
2024
2023
2024
2023
£
£
£
£
Other deferred income
47,971
-
-
-
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
31,171
24,327

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10,000
10,000

The company has one class of ordinary shares which have attached to them full voting, dividend and capital distribution rights. They do not carry any rights of redemption.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
23
Acquisition of a business

On 29 October 2024 the group acquired 100% of the issued capital of FWD View Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
110,865
619,743
730,608
Property, plant and equipment
6,372
-
6,372
Trade and other receivables
770,384
-
770,384
Cash and cash equivalents
1,428,170
-
1,428,170
Borrowings
(114,797)
-
(114,797)
Trade and other payables
(760,700)
-
(760,700)
Tax liabilities
(95,775)
-
(95,775)
Deferred tax
196,672
(154,936)
41,736
Total identifiable net assets
1,541,191
464,807
2,005,998
Goodwill
10,733,167
Total consideration
12,739,165
The consideration was satisfied by:
£
Cash
8,665,120
Deferred consideration
3,791,532
Fees
282,513
12,739,165

The adjustment totalling £282,513 is arising on Investment acquisition cost in respect of the following:

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,809,723
Profit after tax
285,588

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's services in new markets and the future operating synergies from the combination.

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
24
Financial commitments, guarantees and contingent liabilities

The company, along with other direct and indirect subsidiaries of Nagarro SE, is a guarantor under a €350 million credit facility. As at 31 December 2024, the outstanding balance under the credit facility was €319.50 million (2023: 267.05 million) which approximates to £264.74 million (2023: £231.64 million) based on the year-end exchange rate on that date.

 

In accordance with the Companies Act 2006 Section 479C, FWD View Limited (company registration number 10619822) is exempted from an audit for the financial year ended 31 March 2025. The parent company, Nagarro Software Ltd, has issued a statement of guarantee for the outstanding liabilities of FWD View Limited.

 

As at 31 December 2024, the contingent liability relating to the maximum potential earn-out payments, which has not been included in the cost of the subsidiary investment, amounted to £6,257,432 (2023: £Nil).

25
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
77,100
12,452
47,250
12,452
77,100
12,452
47,250
12,452

The company

The operating lease represent lease of office from third party. The lease commitment represents 7 monthly fees of £6,750 payable as per the office lease agreement. The current office lease agreement ends on 31 July 2025.

26
Related party transactions

The company and the group have taken advantage of exemptions under FRS 102 paragraph 33.1A from disclosing transactions entered into between two or more members of a group, provided that any subsidiary involved in the transaction is wholly owned by such a member.

27
Controlling party

The parent and ultimate holding company is Nagarro SE (previously Nagarro Holding GmbH which merged with Nagarro SE in 2021), registered at Baierbrunner Str. 15, 81379 Munich, Germany. The copies of the group consolidated

accounts, which include the results of the company, are available from the company's website: www.nagarro.com.

28
Events after the reporting date

On 19 February 2025, the board of directors of Nagarro Software Ltd proposed to pay an interim dividend for the year ended 31 December 2025 of £3,380,663 (€4,000,000) to the company's shareholder Nagarro SE (parent company).

NAGARRO SOFTWARE LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
29
Cash generated from group operations
2024
2023
£
£
Profit after taxation
700,288
903,475
Adjustments for:
Taxation charged
315,493
292,379
Finance costs
129,472
-
0
Investment income
(219,207)
(83,320)
Amortisation and impairment of intangible assets
292,770
-
Depreciation and impairment of tangible fixed assets
2,663
1,113
Increase in provision
(3,791,532)
-
Movements in working capital:
Increase in debtors
(1,411,948)
(1,460,201)
Increase in creditors
5,050,057
641,936
Increase in deferred income
47,971
-
Cash generated from operations
1,116,027
295,382
30
Analysis of changes in net funds/(debt) - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
296,229
2,231,770
2,527,999
Borrowings excluding overdrafts
-
(9,067,385)
(9,067,385)
296,229
(6,835,615)
(6,539,386)
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