Company registration number 02484158 (England and Wales)
SIGNATURE RAIL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
SIGNATURE RAIL LIMITED
COMPANY INFORMATION
Directors
R Clay
Mr L Eskenazi
P Harrington
(Appointed 19 November 2024)
Secretary
C Sidhu
Company number
02484158
Registered office
Brook Suite
Ground Floor, Bewley House
Marshfield Road
Chippenham
SN15 1JW
Auditor
BHP LLP
Rievaulx House
1 St Marys Court
Blossom Street
York
England
YO24 1AH
SIGNATURE RAIL LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 25
SIGNATURE RAIL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of software sales and consulting.

Results and dividends

The results for the year are set out on page 6.

Ordinary dividends were paid amounting to £2,169,509 (2023: £1,731,841). The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

R Clay
Mr L Eskenazi
P Harrington
(Appointed 19 November 2024)
Future developments

We will continue to extend our solutions with innovative automation and optimisation capabilities, and will be responding to market demand for hosted and SaaS offering across all products.

Auditor

The auditor, BHP LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
R Clay
Director
19 June 2025
SIGNATURE RAIL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

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

 

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.

SIGNATURE RAIL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SIGNATURE RAIL LIMITED
- 3 -
Opinion

We have audited the financial statements of Signature Rail Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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:

SIGNATURE RAIL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SIGNATURE RAIL LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations, relevant to the company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, review of company minutes and legal expenses. There are inherent limitations in the audit procedures described and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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.

SIGNATURE RAIL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SIGNATURE RAIL LIMITED (CONTINUED)
- 5 -
Ann Brown (Senior Statutory Auditor)
For and on behalf of BHP LLP, Statutory Auditor
Chartered Accountants
Rievaulx House
1 St Marys Court
Blossom Street
York
YO24 1AH
England
19 June 2025
SIGNATURE RAIL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Revenue
3
6,482,313
5,838,192
Cost of sales
(3,667,473)
(3,294,982)
Gross profit
2,814,840
2,543,210
Administrative expenses
(733,374)
(545,635)
Operating profit
4
2,081,466
1,997,575
Tax on profit
8
(591,518)
(469,430)
Profit and total comprehensive income for the financial year
1,489,948
1,528,145
SIGNATURE RAIL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
11
3,952
19,274
Right-of-use assets
11
200,365
267,153
Investments
13
1,939,133
1,939,133
2,143,450
2,225,560
Current assets
Trade and other receivables
15
976,784
2,610,225
Cash and cash equivalents
10,643
13,247
987,427
2,623,472
Current liabilities
16
(2,630,727)
(3,602,688)
Net current liabilities
(1,643,300)
(979,216)
Total assets less current liabilities
500,150
1,246,344
Non-current liabilities
16
(137,971)
(204,604)
Net assets
362,179
1,041,740
Equity
Called up share capital
20
2,796
2,796
Retained earnings
359,383
1,038,944
Total equity
362,179
1,041,740
The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
R Clay
Director
Company registration number 02484158 (England and Wales)
SIGNATURE RAIL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2023
2,796
1,242,640
1,245,436
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,528,145
1,528,145
Transactions with owners:
Dividends
9
-
(1,731,841)
(1,731,841)
Balance at 31 December 2023
2,796
1,038,944
1,041,740
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,489,948
1,489,948
Transactions with owners:
Dividends
9
-
(2,169,509)
(2,169,509)
Balance at 31 December 2024
2,796
359,383
362,179
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information

Signature Rail Limited is a private company limited by shares incorporated in England and Wales. The registered office is Brook Suite, Ground Floor, Bewley House, Marshfield Road, Chippenham, SN15 1JW. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The company has been profitable in recent years to the extent that it has been in a position to continue paying a dividend to its shareholders. A policy is in place to pool cash at a group level, which has resulted in Signature Rail Limited having £10,643 in available cash as at 31 December 2024. The directors are satisfied that this is sufficient to cover immediate requirements, and it is in line with the 2023 closing balance.true

The directors have prepared budgets and forecasts and are confident that future revenues are secured and are likely to occur to such an extent that it will continue to generate future cashflows to ensure it has sufficient liquidity to settle its liabilities in the foreseeable future.

 

90% of operating costs are driven by payroll and occupancy costs, making these expenses straightforward to forecast. Furthermore, services are invoiced in advance, providing secure and predictable cash inflows, and there have been no issues with bad debt to date. Scheduled maintenance contract revenue, where the majority of contracts are in place for at least 12 months from the date of approval of the financial statements, further enhances the company’s ability to manage cash effectively, ensuring steady, planned income streams.

The directors review the company's cash position on a quarterly basis, ensuring any anticipated surplus cash can be identified and managed appropriately. This approach strengthens the company's ability to maintain sufficient liquidity and operational resilience.

 

Based on these factors, the directors, at the time of approving the financial statements, have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors adopt the going concern basis of accounting in preparing the financial statements.

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.3
Revenue

Revenue represents the value of sales of software and related services to third parties exclusive of value added tax.

 

Pre-packaged Software licences are recognised on delivery of the software licence. When delivery of goods is delayed at the buyers request, and the customer specifically acknowledges the deferred delivery instructions and the usual payments terms apply, revenue is recognised when the customer takes title of the goods.

 

Consultancy and service revenues provided on a time and materials basis are recognised when the service has been performed. For Licences and services provided on a fixed price basis, revenue is recognised proportionately to the percentage of planned costs incurred.

 

Maintenance and warranty renewals are recognised proportionately over the period of the contract.

 

When a contract consists of various components that operate independently of each other, the Company recognises revenue for each component as if it were an individual contract.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

1.4
Intangible 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:

 

1.5
Property, plant and equipment

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Leasehold land and buildings
Over the length of the lease
Fixtures and fittings
20% per annum
Computers
33% per annum
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

 

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 income statement.

1.6
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.7
Impairment of tangible and intangible assets

At each reporting end date, the company 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.

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.

 

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.

1.8
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.10
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the company has 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.

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.14
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 inventories or non-current 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.

1.15
Retirement benefits

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

1.16
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

 

The right-of-use assets comprise the initial measurement of the corresponding lease liability, plus lease payments made on or before the commencement day, less any lease incentives received and plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

1.17
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.

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2
Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimated.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if, better information is obtained.

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustment within the next financial year are included below.

 

Critical judgements that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following:

 

Revenue recognition

Management applies judgement when assessing whether certain deliverables in a customer arrangement should be included or excluded from the unit of account to which contract accounting is applied. The judgement is typically related to the sale and inclusion of third party hardware and licences in a customer arrangement and involves an assessment that principally addresses whether the deliverable has stand-alone value to the customer that is not dependent upon other components of the arrangement. Management also assess whether the company is the primary obligor in the arrangement involving third party services, licence and/or maintenance, which is generally consistent with the company retaining fulfilment, inventory, and credit risks, among others.

 

Deferred tax assets

The recognition of deferred tax assets is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognise deferred tax assets depends on many factors, including the company's ability to generate such profits and the implementation of effective tax planning strategies. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets.

 

Lease accounting

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the company, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

 

The company used incremental borrowing rates specific to each lease and the rate used is 2%.

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Licences
26,295
144,897
Software development
3,371,880
2,623,223
Maintenance
3,084,138
3,070,072
6,482,313
5,838,192
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
442,176
538,595
Europe
3,551,265
3,901,961
USA & Canada
2,119,487
1,088,330
Australasia
369,385
309,306
6,482,313
5,838,192
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
123,413
21,944
Fees payable to the company's auditor for the audit of the company's financial statements
13,250
12,625
Depreciation of property, plant and equipment
82,110
82,560
Operating lease charges
39,098
91,301
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 company
13,250
12,625
For other services
Tax services
1,650
1,575
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
6
Employees

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

2024
2023
Number
Number
33
32

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,250,152
2,261,928
Social security costs
217,924
207,107
Pension costs
119,320
107,462
2,587,396
2,576,497
7
Directors' remuneration

The Directors are all remunerated by other Companies in the group wholly owned by Constellation Software Inc. and no recharge for any qualifying services is made to the Company.

8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
520,367
469,430
Adjustments in respect of prior periods
(5,993)
-
Payment in respect of group relief
73,570
-
Total UK current tax
587,944
469,430
Deferred tax
Origination and reversal of temporary differences
3,574
-
0
Total tax charge
591,518
469,430
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
(Continued)
- 18 -

The charge for the year can be reconciled to the profit per the income statement as follows:

2024
2023
£
£
Profit before taxation
2,081,466
1,997,575
Expected tax charge based on a corporation tax rate of 25.00% (2023: 23.52%)
520,367
469,830
Change in unrecognised deferred tax assets
1,372
10,061
Adjustment in respect of prior years
(3,791)
(12,801)
Effect of change in UK corporation tax rate
-
0
(596)
Permanent capital allowances in excess of depreciation
-
0
(159)
Other permanent differences
-
3,095
Payments in respect of group relief
73,570
-
Taxation charge for the year
591,518
469,430
9
Dividends
2024
2023
2024
2023
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Interim dividend paid
775.93
619.40
2,169,509
1,731,841
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Intangible fixed assets
Software
Development costs
Total
£
£
£
Cost
At 31 December 2023
275,010
563,468
838,478
At 31 December 2024
838,478
563,468
1,401,946
Amortisation and impairment
At 31 December 2023
275,010
563,468
838,478
At 31 December 2024
838,478
563,468
1,401,946
Carrying amount
At 31 December 2024
-
0
-
0
-
0
At 31 December 2023
-
0
-
0
-
0
11
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
333,941
161,702
264,106
759,749
At 31 December 2024
333,941
161,702
264,106
759,749
Accumulated depreciation and impairment
At 1 January 2024
66,788
161,702
244,832
473,322
Charge for the year
66,788
-
0
15,322
82,110
At 31 December 2024
133,576
161,702
260,154
555,432
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Computers
Total
£
£
£
£
(Continued)
- 20 -
Carrying amount analysed between owned assets and right-of-use assets
At 31 December 2024
Owned assets
-
-
3,952
3,952
Right-of-use assets
200,365
-
-
200,365
200,365
-
0
3,952
204,317
At 31 December 2023
Owned assets
-
-
19,274
19,274
Right-of-use assets
267,153
-
-
267,153
267,153
-
19,274
286,427

Property, plant and equipment includes right-of-use assets, as follows:

 

On 15 November 2022, the company entered into a lease of an office for 5 years. The lease liabilities are in relation to this lease. Amounts included within disposals relate to the previous office lease.

Land and buildings
£
Net carrying value at 1 January 2023
333,941
Depreciation charge
(66,788)
Net carrying value at 31 December 2023
267,153
Depreciation charge
(66,788)
Net carrying value at 31 December 2024
200,365
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Property, plant and equipment
(Continued)
- 21 -
Lease liabilities
At 31 December 2024, the company is committed to £210,000 (2023: £280,000) in future lease payments, none of which relates to short-term leases. The carrying amount of the lease liabilities approximates the fair value.

Th company's obligations are secured by the lessors' title to the leased office which has a carrying value of £200,365 (2023: £267,153). The company does not face a significant liquidity risk with regard to its lease liabilities and these are monitored as part of the overall process of managing cash flows.

The lease liability due < 1 year is £70,000. Lease liability due > 1 year is £140,000. The following table outlines future lease payments:
2024
£
Year one
70,000
Year two
70,000
Year three
70,000
210,000
Less: unearned interest
(9,635)
200,365
12
Subsidiaries

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

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
TTG Technology (Europe) Limited
Brook Suite, Ground Floor, Bewley House, Marshfield Rd, Chippenham, SN15 1JW
Software sales and consulting
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
TTG Technology (Europe) Limited
822,221
555,167
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
13
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
-
1,939,133
1,939,133
14
Contracts with customers
2024
2023
£
£
Contracts in progress
Contract assets
16,270
22,889
Contract liabilities
(747,293)
(695,804)
15
Trade and other receivables
2024
2023
£
£
Trade receivables
247,043
682,170
Contract assets (note 14)
16,270
22,889
Corporation tax recoverable
16,672
-
VAT recoverable
20,932
-
Amounts owed by fellow group undertakings
529,201
1,792,544
Other receivables
-
300
Prepayments and accrued income
108,749
70,831
938,867
2,568,734
Deferred tax asset
37,917
41,491
976,784
2,610,225
16
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Trade and other payables
17
2,580,634
3,057,611
137,971
204,604
Corporation tax
-
0
482,221
-
-
Other taxation and social security
50,093
62,856
-
-
2,630,727
3,602,688
137,971
204,604
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
17
Trade and other payables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Trade payables
4,358
27,877
-
0
-
0
Contract liabilities (note 14)
747,293
695,804
-
-
Amounts owed to fellow group undertakings
1,361,436
1,842,505
-
-
Accruals and deferred income
382,766
368,631
-
0
-
0
Other payables
84,781
122,794
137,971
204,604
2,580,634
3,057,611
137,971
204,604
18
Deferred taxation
Assets
2024
2023
£
£
Deferred tax balances
37,917
41,491
Deferred tax assets are expected to be recovered within one year.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

ACAs
Retirement benefit obligations
Total
£
£
£
Asset at 1 January 2023
41,491
-
0
41,491
Asset at 1 January 2024
41,491
-
0
41,491
Deferred tax movements in current year
Credit/(charge) to profit or loss
(6,443)
2,869
(3,574)
Asset at 31 December 2024
35,048
2,869
37,917
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
119,320
107,462

A defined contribution scheme is operated by the company. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date, amounts were owed to the scheme totalling £18,148 (2023: £16,947).

SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
2,796
2,796
2,796
2,796
SIGNATURE RAIL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
21
Related party transactions

As permitted by FRS 101 related party transactions with wholly owned members of the Constellation Software Inc. have not been disclosed.

22
Controlling party

The immediate parent company is Modaxo Europe A/S. The ultimate parent undertaking and controlling entity is Constellation Software Inc, a company incorporated in Canada.

 

The smallest group in which the results of the Company are consolidated is that headed by Modaxo Group Inc., a company incorporated in the United States. The largest group in which the results of the Company are consolidated is that headed by Constellation Software Inc. The consolidated financial statements of this group are available to the public and may be obtained from www.csisoftware.com/category/stat-filings.

2024-12-312024-01-01R ClayMr L EskenaziP HarringtonC SidhufalsefalseCCH SoftwareiXBRL Review & Tag 2025.2024841582024-01-012024-12-3102484158bus:Director12024-01-012024-12-3102484158bus:Director22024-01-012024-12-3102484158bus:Director32024-01-012024-12-3102484158bus:CompanySecretary12024-01-012024-12-3102484158bus:RegisteredOffice2024-01-012024-12-31024841582024-12-31024841582023-01-012023-12-3102484158core:RetainedEarningsAccumulatedLosses2024-01-012024-12-3102484158core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31024841582023-12-3102484158core:LandBuildingscore:LeasedAssetsHeldAsLessee2024-12-3102484158core:FurnitureFittings2024-12-3102484158core:ComputerEquipment2024-12-3102484158core:ContinuingOperations2024-12-3102484158core:ComputerEquipment2023-12-3102484158core:ShareCapital2024-12-3102484158core:ShareCapital2023-12-3102484158core:RetainedEarningsAccumulatedLosses2024-12-3102484158core:RetainedEarningsAccumulatedLosses2023-12-31024841582022-12-3102484158core:UKTax2024-01-012024-12-3102484158core:UKTax2023-01-012023-12-3102484158core:ComputerSoftware2023-12-3102484158core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-12-3102484158core:ComputerSoftware2024-12-3102484158core:DevelopmentCostsCapitalisedDevelopmentExpenditure2024-12-3102484158core:ComputerSoftware2023-12-3102484158core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-12-31024841582023-12-3102484158core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-3102484158core:FurnitureFittings2023-12-3102484158core:ComputerEquipment2023-12-3102484158core:LandBuildingscore:LeasedAssetsHeldAsLessee2024-01-012024-12-3102484158core:FurnitureFittings2024-01-012024-12-3102484158core:ComputerEquipment2024-01-012024-12-3102484158core:Subsidiary12024-01-012024-12-3102484158core:Subsidiary112024-01-012024-12-3102484158core:CurrentFinancialInstruments2024-12-3102484158core:CurrentFinancialInstruments2023-12-3102484158core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3102484158core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3102484158core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3102484158core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3102484158core:Non-currentFinancialInstruments2024-12-3102484158core:Non-currentFinancialInstruments2023-12-3102484158core:AcceleratedTaxDepreciationDeferredTax2022-12-3102484158core:RetirementBenefitObligationsDeferredTax2022-12-3102484158core:AcceleratedTaxDepreciationDeferredTax2023-12-3102484158core:RetirementBenefitObligationsDeferredTax2023-12-3102484158core:AcceleratedTaxDepreciationDeferredTax2024-12-3102484158core:RetirementBenefitObligationsDeferredTax2024-12-3102484158bus:PrivateLimitedCompanyLtd2024-01-012024-12-3102484158bus:FRS1012024-01-012024-12-3102484158bus:Audited2024-01-012024-12-3102484158bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP