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REGISTERED NUMBER: 11411122 (England and Wales)














Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Prodware S E Limited

Prodware S E Limited (Registered number: 11411122)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


Prodware S E Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: Mr S Conrard
Mr J Golding





REGISTERED OFFICE: The Counting House
Watling Lane
Thaxted
Essex
CM6 2QY





REGISTERED NUMBER: 11411122 (England and Wales)





AUDITORS: Nordens Audit Limited
The Retreat
406 Roding Lane South
Woodford Green
Essex
IG8 8EY

Prodware S E Limited (Registered number: 11411122)

Strategic Report
for the Year Ended 31 December 2024

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

REVIEW OF BUSINESS
The company has had an increase in turnover of 36.1% in the year from €32.4million to €44.1million. This is increase is a result of the company changing the way it is invoicing and instead of invoicing licence costs where it has incurred costs itself, development costs are being invoiced. The company has been focussed on increasing the software and developing in the year and, along with this change invoicing has resulted in it generating higher profit levels as it is no longer incurring costs of sales. This is expected to continue for the foreseeable future in alignment with the group objectives.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks faced by the company as a result of its activities and the management of those risks are detailed below:

Financial risk
The company is exposed to financial risk through its financial assets and liabilities. The key financial risk is that the proceeds from the financial assets are not sufficient to fund obligations as they fall due. In order to manage this, the Directors have ensured that there are sufficient funds set aside to cover a prolonged period of overheads should there be no additional funds available for an extended period.

Liquidity risk
To maintain liquidity and ensure that sufficient funds are available for ongoing operations, the company has
maintained sufficient cash balances.

Environment
The company recognises the importance of its environmental responsibilities and monitors its impact on the
environment, and designs and implements policies to reduce any damage that might be caused by the company's activities. Initiatives are designed to minimise the impact on the environment and include improving energy use, and efficiency, paper use and recycling.


Key performance indicators for the company are the following:

2024 2023

Turnover €44.1million €32.4million
Gross Profit €43.8million €21.5million
Gross Margin 99% 66%

The company also recognises the significance of non-financial KPIs and the key ones are listed below:
Sustainability - Maintain and improve sustainability practices in all work undertaken.
Innovation - Ensuring that the company continues to develop and evolve the software it is working on
Operational efficiency - Ensuring that the products and work undertaken is working as it should be

We are committed to improving our sustainability with all of the work that is undertaken. These non-financial indicators provide valuable insights into the company's ethos and contribute to the overall success alongside the financial measures.


Prodware S E Limited (Registered number: 11411122)

Strategic Report
for the Year Ended 31 December 2024

FUTURE DEVELOPMENTS
Going forwards, the company is looking to continue to develop the software and programs associated with the software to ensure that it can maintain the Group's stance at the head of the industry in terms of the software and products that it can provide to customers.
This company is largely a holding company for the software and the licences that are being developed and therefore, maintaining these and ensuring that they continue and develop as the technological world does is paramount to the continued success of the company and will help it to work towards the success of the Group also.

ON BEHALF OF THE BOARD:





Mr S Conrard - Director


28 July 2025

Prodware S E Limited (Registered number: 11411122)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the provision of software licences and provision and development of Intellectual property ( IP ).

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr S Conrard
Mr J Golding

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Prodware S E Limited (Registered number: 11411122)

Report of the Directors
for the Year Ended 31 December 2024


AUDITORS
The auditors, Nordens Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr S Conrard - Director


28 July 2025

Report of the Independent Auditors to the Members of
Prodware S E Limited

Qualified Opinion
We have audited the financial statements of Prodware S E Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

We have audited the financial statements of Prodware S E Limited (the 'company') for the year ended
31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. During the course of the audit, we were unable to obtain confirmations for all of the related party balances that were outstanding. Whilst we were able to confirm a significant proportion, there were still a few that remained unconfirmed through external confirmation responses. Consequently, we are unable to verify the total amount of balances and whether there were additional amounts that hadn't been documented.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Report of the Independent Auditors to the Members of
Prodware S E Limited


Material uncertainty related 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.

We held discussions with the Directors and the immediate parent company over the going concern assessment of the company.
We draw your attention to note 2, page 18 of the financial statements which contains an accounting policy on the going concern status of the company. This note indicates that the company has current assets of €181,270 and net liabilities of €18,671,939. We have received confirmation from the parent company, the company's main creditor, of its continued support for the company and therefore, our opinion is not modified in respect of this matter.

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.

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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Prodware S E Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Prodware S E Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Discussions were held with the directors with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law and distributable profits legislation.

- It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Prodware S E Limited


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




Lorraine Curtis BFP ACA FCCA (Senior Statutory Auditor)
for and on behalf of Nordens Audit Limited
The Retreat
406 Roding Lane South
Woodford Green
Essex
IG8 8EY

28 July 2025

Prodware S E Limited (Registered number: 11411122)

Statement of Comprehensive Income
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes €    €   

TURNOVER 3 44,089,478 32,408,275

Cost of sales 245,693 10,862,487
GROSS PROFIT 43,843,785 21,545,788

Administrative expenses 31,783,746 13,841,171
OPERATING PROFIT 5 12,060,039 7,704,617

Interest receivable and similar income 159,680 362,597
12,219,719 8,067,214

Interest payable and similar expenses 7 8,154,203 7,063,546
PROFIT BEFORE TAXATION 4,065,516 1,003,668

Tax on profit 8 6,298,736 2,384,813
LOSS FOR THE FINANCIAL YEAR (2,233,220 ) (1,381,145 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(2,233,220

)

(1,381,145

)

Prodware S E Limited (Registered number: 11411122)

Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes €    €    €    €   
FIXED ASSETS
Intangible assets 9 126,689,329 95,706,921

CURRENT ASSETS
Debtors 10 24,673,966 19,833,359
Cash at bank 394,293 205,028
25,068,259 20,038,387
CREDITORS
Amounts falling due within one year 11 24,886,989 24,681,277
NET CURRENT ASSETS/(LIABILITIES) 181,270 (4,642,890 )
TOTAL ASSETS LESS CURRENT LIABILITIES 126,870,599 91,064,031

CREDITORS
Amounts falling due after more than one
year

12

(135,104,939

)

(105,117,937

)

PROVISIONS FOR LIABILITIES 13 (10,437,599 ) (2,384,813 )
NET LIABILITIES (18,671,939 ) (16,438,719 )

CAPITAL AND RESERVES
Called up share capital 14 111 111
Retained earnings (18,672,050 ) (16,438,830 )
SHAREHOLDERS' FUNDS (18,671,939 ) (16,438,719 )

The financial statements were approved by the Board of Directors and authorised for issue on 28 July 2025 and were signed on its behalf by:





Mr S Conrard - Director


Prodware S E Limited (Registered number: 11411122)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
€    €    €   
Balance at 1 January 2023 111 (15,057,685 ) (15,057,574 )

Changes in equity
Total comprehensive income - (1,381,145 ) (1,381,145 )
Balance at 31 December 2023 111 (16,438,830 ) (16,438,719 )

Changes in equity
Total comprehensive income - (2,233,220 ) (2,233,220 )
Balance at 31 December 2024 111 (18,672,050 ) (18,671,939 )

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Prodware S E Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Euro (€).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirement of paragraph 33.7.

The financial statements of the company are consolidated in the financial statements of Prodware SA, a company incorporated in France and listed on the Paris Stock Exchange. These consolidated financial statements are available from the Group website.

Significant judgements and estimates
In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on the historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period of revision and future periods, if the revision affects both current and future periods.

Management considers that there are no judgements that have been made in the process of applying the entity's accounting policies that have a significant effect on the financial statements. Furthermore, management considers that there are no areas of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents the total invoice value, excluding value added tax, of sales made during the year.

Revenue from the recharges of licence costs for the software used by customers is calculated based on the contract agreements between the parties and is invoiced at the beginning of the month in which the licence is used by the customer.

Revenue from third party Annual Enhancement Fees is recognised in full when delivery has occurred. Income received from support contracts are credited to the Income Statement on a straight line basis over a twelve month period.

All turnover is generated within the United Kingdom.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development Costs
Development costs relate to costs incurred on internally generated projects. In accordance with section 18.4 of Financial Reporting Standard (FRS) 102, only those items where the cost of which can be reliably determined and which are likely to produce future economic benefits for the group are recognised in intangible fixed assets. The company only recognises the costs of development of the software as an intangible asset when it has reached the development phase. Development costs not meeting the criteria laid down by section 18 of FRS 102 are recognised in current operating expenses as and when incurred. Research costs are recognised in expenses.
Assets held in development cost are not amortised as they are not available for use. Once the asset is made available for use, the costs are transferred to computer software and are amortised over the useful estimated life of 8 years.

Computer Software
Items recognised in intangible assets are mainly software applications. They are either acquired or internally created. Intangible assets are generally amortised on a straight-line basis over eight years. There are no intangible assets the useful life of which is considered as indefinite. All intangible assets are amortised over their estimated lives.

These internally created software applications are amortised from the date of the internal "acceptance" of the project over their expected sales life.

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 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.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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 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 company 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 company after deducting all of its liabilities.

Basic financial liabilities

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued
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.

Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern
These financial statements have been prepared on a going concern basis on the assumption that support from the company's parent will continue. Furthermore, except for amounts due to the company's parent and fellow subsidiary undertakings, the company's main creditor is deferred support contract income, and so does not represent liabilities requiring payment.

Cash and cash equivalents
Cash and cash equivalents include cash held at bank and in hand, together with short-term highly liquid investments with an original maturity of less than three months that are readily convertible to known amounts of cash and subject to an insignificant change in value.

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

4. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was as follows:
31.12.24 31.12.23

Management 2 2

31.12.24 31.12.23
€    €   
Directors' remuneration - -

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.24 31.12.23
€    €   
Computer software amortisation 3,821,189 3,821,189
Foreign exchange differences (4,427 ) -

6. AUDITORS' REMUNERATION
31.12.24 31.12.23
€    €   
Fees payable to the company's auditors and their associates for the audit
of the company's financial statements

48,685

37,659

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
€    €   
Interest payable 8,154,203 7,063,546

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.24 31.12.23
€    €   
Current tax:
UK corporation tax (1,754,050 ) -

Deferred tax 8,052,786 2,384,813
Tax on profit 6,298,736 2,384,813

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
€    €   
Profit before tax 4,065,516 1,003,668
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 25%)

1,016,379

250,917

Effects of:
Expenses not deductible for tax purposes 2,993,848 830,693
Capital allowances in excess of depreciation (4,010,227 ) (1,081,610 )
Deferred tax 6,298,736 2,384,813
Total tax charge 6,298,736 2,384,813

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

9. INTANGIBLE FIXED ASSETS
Development Computer
costs software Totals
€    €    €   
COST
At 1 January 2024 68,958,602 64,960,205 133,918,807
Additions 34,803,597 - 34,803,597
At 31 December 2024 103,762,199 64,960,205 168,722,404
AMORTISATION
At 1 January 2024 - 38,211,886 38,211,886
Amortisation for year - 3,821,189 3,821,189
At 31 December 2024 - 42,033,075 42,033,075
NET BOOK VALUE
At 31 December 2024 103,762,199 22,927,130 126,689,329
At 31 December 2023 68,958,602 26,748,319 95,706,921

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
€    €   
Trade debtors 2,894,600 2,059,750
Amounts owed by group undertakings 65,927 3,340,137
Other debtors 19,374,789 11,403,292
Prepayments 2,338,650 3,030,180
24,673,966 19,833,359

Other debtors represents an amount owed to Phast Investment, a company owning shares in the parent company, Prodware SA.

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
€    €   
Trade creditors 221,339 20,366
Amounts owed to group undertakings 22,380,300 21,087,497
Tax 1,778,280 3,532,330
VAT 7,070 5,364
Accrued expenses 500,000 35,720
24,886,989 24,681,277

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.12.24 31.12.23
€    €   
Amounts owed to group undertakings 135,104,939 105,117,937

The amount owed to the parent company is incurring interest at a rate of 7% per year.

Prodware S E Limited (Registered number: 11411122)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

13. PROVISIONS FOR LIABILITIES
31.12.24 31.12.23
€    €   
Deferred tax 10,437,599 2,384,813

Deferred
tax
€   
Balance at 1 January 2024 2,384,813
Charge to Statement of Comprehensive Income during year 8,052,786
Balance at 31 December 2024 10,437,599

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: €    €   
100 Ordinary £1 111 111

15. ULTIMATE PARENT COMPANY

Prodware SA (incorporated in France ) is regarded by the directors as being the company's ultimate parent company.

16. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

17. ULTIMATE CONTROLLING PARTY

The Company's immediate and ultimate parent undertaking is Prodware SA, a company incorporated in France. It has included the company in its group financial statements, copies of which are available from its registered office: 45 Qual De La Seine, Paris, France 75019.

There is no ultimate controlling party.