Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31The tax expense for the year comprises current and deferred tax. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.true392024-01-01falseNo description of principal activity33falsefalse 9877899 2024-01-01 2024-12-31 9877899 2023-01-01 2023-12-31 9877899 2024-12-31 9877899 2023-12-31 9877899 2023-01-01 9877899 1 2024-01-01 2024-12-31 9877899 1 2023-01-01 2023-12-31 9877899 3 2024-01-01 2024-12-31 9877899 3 2023-01-01 2023-12-31 9877899 5 2024-01-01 2024-12-31 9877899 5 2023-01-01 2023-12-31 9877899 d:Director1 2024-01-01 2024-12-31 9877899 d:Director2 2024-01-01 2024-12-31 9877899 d:RegisteredOffice 2024-01-01 2024-12-31 9877899 e:MotorVehicles 2024-01-01 2024-12-31 9877899 e:MotorVehicles 2024-12-31 9877899 e:MotorVehicles 2023-12-31 9877899 e:MotorVehicles e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 9877899 e:FurnitureFittings 2024-01-01 2024-12-31 9877899 e:FurnitureFittings 2024-12-31 9877899 e:FurnitureFittings 2023-12-31 9877899 e:FurnitureFittings e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 9877899 e:OfficeEquipment 2024-01-01 2024-12-31 9877899 e:OfficeEquipment 2024-12-31 9877899 e:OfficeEquipment 2023-12-31 9877899 e:OfficeEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 9877899 e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 9877899 e:CurrentFinancialInstruments 2024-12-31 9877899 e:CurrentFinancialInstruments 2023-12-31 9877899 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 9877899 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 9877899 e:ReportableOperatingSegment1 2024-01-01 2024-12-31 9877899 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 9877899 e:ReportableOperatingSegment7 2024-01-01 2024-12-31 9877899 e:ReportableOperatingSegment7 2023-01-01 2023-12-31 9877899 f:UnitedKingdom 2024-01-01 2024-12-31 9877899 f:UnitedKingdom 2023-01-01 2023-12-31 9877899 f:RestEuropeOutsideUK 2024-01-01 2024-12-31 9877899 f:RestEuropeOutsideUK 2023-01-01 2023-12-31 9877899 f:RestWorldOutsideUK 2024-01-01 2024-12-31 9877899 f:RestWorldOutsideUK 2023-01-01 2023-12-31 9877899 e:UKTax 2024-01-01 2024-12-31 9877899 e:UKTax 2023-01-01 2023-12-31 9877899 e:ShareCapital 2024-12-31 9877899 e:ShareCapital 2023-01-01 2023-12-31 9877899 e:ShareCapital 2023-12-31 9877899 e:ShareCapital 2023-01-01 9877899 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 9877899 e:RetainedEarningsAccumulatedLosses 2024-12-31 9877899 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 9877899 e:RetainedEarningsAccumulatedLosses 2023-12-31 9877899 e:RetainedEarningsAccumulatedLosses 2023-01-01 9877899 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-12-31 9877899 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 9877899 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 9877899 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 9877899 d:OrdinaryShareClass2 2024-01-01 2024-12-31 9877899 d:OrdinaryShareClass2 2024-12-31 9877899 d:OrdinaryShareClass3 2024-01-01 2024-12-31 9877899 d:OrdinaryShareClass3 2024-12-31 9877899 d:FRS102 2024-01-01 2024-12-31 9877899 d:Audited 2024-01-01 2024-12-31 9877899 d:FullAccounts 2024-01-01 2024-12-31 9877899 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 9877899 e:EntityControlledByKeyManagementPersonnel1 2024-01-01 2024-12-31 9877899 e:EntityControlledByKeyManagementPersonnel1 2024-12-31 9877899 e:EntityControlledByKeyManagementPersonnel1 2023-12-31 9877899 e:KeyManagementPersonnelCloseFamilyMembersEntitiesUnderKeyManagementPersonnelsControl 2024-01-01 2024-12-31 9877899 e:KeyManagementPersonnelCloseFamilyMembersEntitiesUnderKeyManagementPersonnelsControl 2024-12-31 9877899 e:KeyManagementPersonnelCloseFamilyMembersEntitiesUnderKeyManagementPersonnelsControl 2023-12-31 9877899 e:Subsidiary1 2024-01-01 2024-12-31 9877899 e:Subsidiary1 1 2024-01-01 2024-12-31 9877899 e:WithinOneYear 2024-12-31 9877899 e:WithinOneYear 2023-12-31 9877899 e:BetweenOneFiveYears 2024-12-31 9877899 e:BetweenOneFiveYears 2023-12-31 9877899 2 2024-01-01 2024-12-31 9877899 6 2024-01-01 2024-12-31 9877899 g:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 9877899









SO CODE LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
SO CODE LTD
 
 
COMPANY INFORMATION


Directors
R R Mould 
P Wolodkowicz 




Registered number
9877899



Registered office
Room 17 Office 320
Cambridge Science Park

Milton Road

Cambridge

CB4 0WG




Independent auditors
MA Partners Audit LLP
Chartered Accountants & Statutory Auditor

7 The Close

Norwich

Norfolk

NR1 4DJ





 
SO CODE LTD
 

CONTENTS



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 4
Independent Auditors' Report
 
 
5 - 8
Profit and Loss Account
 
 
9
Balance Sheet
 
 
10 - 11
Statement of Changes in Equity
 
 
12
Statement of Cash Flows
 
 
13 - 14
Analysis of Net Debt
 
 
15
Notes to the Financial Statements
 
 
16 - 28


 
SO CODE LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report for the year ended 31 December 2024. The results for the year and financial position of So Code Ltd ("SoCode") are shown in the financial statements on pages 9 to 28. 

Business review
 
The Directors of SoCode are pleased to present our 9th year of net fee income growth in 2024 following a challenging trading environment within the UK technology sector. The company maintains a very strong and increasing cash surplus to ensure that it can continue to grow and invest to achieve our long term ambitions - regardless of the economic and political environment. 
Despite a small decline in our revenue from UK technology, large increased revenues from international work along with a range of new services ensured a continuation of our strong profit and growth levels. Large investments were made to dramatically improving the senior management team and workforce, along with technological advancements - building the infrastructure for continued growth and more scalable success. 
Our client base maintains the highest degree of loyalty and the business has won several new major accounts which should ensure a high growth level for the foreseeable future. 

Principal risks and uncertainties
 
During 2024, the business was impacted by industry wide uncertainties surrounding the UK economic and political landscape and reduced demand level for technology staff and our clients' lack of investment through less access to fundraising or share prices in the sector being in decline for listed businesses.  
The business successfully adapted into several new areas of operation (Commercial and Embedded Talent) and into new Geographies (US, EMEA) to offset these risks which are now yielding exciting growth levels and increased opportunities for continued expansion and diversification. 

Financial key performance indicators
 
Net Profit  
The business experienced a small decrease in net profit in 2024/2025 mainly due to increased costs of trading due to significant headcount growth in all offices, a full scale launch in the United States and investment in a stronger senior management team and business support staff. This was necessary to ensure scalability and long term growth plans. 
Net Fee Income Growth 
The business managed to achieve a small increase net fee income for 2024 vs 2023 for our 9th year in a row. This performance level was very pleasing in light of the challenges seen across our industry and demonstrate a very strong and resilient business. 

Page 1

 
SO CODE LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators
 
Staff Improvement and Retention 
The business continued to invest in and attract new staff, whilst improving the skill levels of our team internally. This resulted in an extremely high voluntary retention level, far exceeding the industry average and extremely high consultant satisfaction and earnings levels.  A handful of team members with performance or cultural issues were removed from the business and have been replaced and improved upon.  We maintain an excellent staff retention level which is vital for our future growth. 
Client Retention & Feedback 
Despite our clients facing difficult economic landscapes, our client loyalty and client relationships have strengthened due to the investment in a Customer Success function and increased efforts to delight our existing client base whilst offering new and innovative solutions which have been well received. 


This report was approved by the board on 11 August 2025 and signed on its behalf.



R R Mould
Director

Page 2

 
SO CODE LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £1,021,356 (2023 - £1,453,384).

The Directors are delighted with the business performance and strength in 2024. Critical investments in staff and geographical expansion have been successful and the opportunity for more significant net fee income growth and net profit growth in 2025 and beyond are now being realised. 
The business will continue its aggressive expansion plans and look forward to realising our vision to become a global, independent recruitment force. 
Dividends paid in the current year totalled £167,000 (2023: £145,000). 

Directors

The directors who served during the year were:

R R Mould 
P Wolodkowicz 

Page 3

 
SO CODE LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

SoCode will continue in 2025 with investing in our organic model which has proven so successful and has led us to market leader status in many of our fields of operation.  The business will continue to adapt and invest aggressively and use our strong resources if necessary to continue our growth in net fee income and profit. 
New services and geographical (international) expansion will form the focus for both new revenue growth and re-occuring revenue growth along with both staff and infrastructure investments in these areas.  The challenging landscape for staffing agencies may present buy side M&A opportunities which the directors are keen to explore as and when they arise. 
Due to recent client success and international success, the Directors predict exciting and lucrative forecasts for 2025 which should result in continued long term success.

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

The auditorsMA Partners Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 11 August 2025 and signed on its behalf.
 







R R Mould
Director

Page 4

 
SO CODE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SO CODE LTD
 

Opinion


We have audited the financial statements of So Code Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 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 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 United Kingdom, including the Financial Reporting Council'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.


Page 5

 
SO CODE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SO CODE LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


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


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 Directors' Report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.


Page 6

 
SO CODE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SO CODE LTD (CONTINUED)


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 an Auditors' 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:

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities 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 Auditors' Report.


Page 7

 
SO CODE LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SO CODE LTD (CONTINUED)


Other matters 
 

Comparative figures in the financial statements have not been audited. Sufficient and appropriate evidence has been obtained in regards to opening balances.


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 2006Our 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 Auditors' 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.





Alice Lynch BSc FCA DChA (Senior Statutory Auditor)
  
for and on behalf of
MA Partners Audit LLP
 
Chartered Accountants
Statutory Auditor
  
7 The Close
Norwich
Norfolk
NR1 4DJ


18 August 2025
Page 8

 
SO CODE LTD
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

  

Turnover
 4 
10,947,582
11,749,703

Cost of sales
  
(6,764,575)
(7,256,280)

Gross profit
  
4,183,007
4,493,423

Administrative expenses
  
(2,876,458)
(2,651,335)

Operating profit
 5 
1,306,549
1,842,088

Interest receivable and similar income
 9 
63,439
61,468

Interest payable and similar expenses
  
(154)
-

Profit before tax
  
1,369,834
1,903,556

Tax on profit
 11 
(348,478)
(450,172)

Profit for the financial year
  
1,021,356
1,453,384

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 16 to 28 form part of these financial statements.

Page 9

 
SO CODE LTD
REGISTERED NUMBER: 9877899

BALANCE SHEET
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
82,742
79,444

Investments
  
827
827

  
83,569
80,271

Current assets
  

Debtors: amounts falling due within one year
 15 
3,350,761
2,469,948

Cash at bank and in hand
 16 
3,464,863
3,495,449

  
6,815,624
5,965,397

Creditors: amounts falling due within one year
 17 
(473,380)
(461,544)

Net current assets
  
 
 
6,342,244
 
 
5,503,853

Total assets less current liabilities
  
6,425,813
5,584,124

Provisions for liabilities
  

Deferred tax
 19 
(6,915)
(19,582)

  
 
 
(6,915)
 
 
(19,582)

Net assets
  
6,418,898
5,564,542


Capital and reserves
  

Called up share capital 
 20 
37
37

Profit and loss account
 21 
6,418,861
5,564,505

  
6,418,898
5,564,542


Page 10

 
SO CODE LTD
REGISTERED NUMBER: 9877899
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 August 2025.






R R Mould
Director

The notes on pages 16 to 28 form part of these financial statements.

Page 11

 
SO CODE LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
2
4,256,121
4,256,123


Comprehensive income for the year

Profit for the year
-
1,453,384
1,453,384

Dividends: Equity capital
-
(145,000)
(145,000)

Shares issued during the year
35
-
35



At 1 January 2024
37
5,564,505
5,564,542


Comprehensive income for the year

Profit for the year
-
1,021,356
1,021,356

Dividends: Equity capital
-
(167,000)
(167,000)


At 31 December 2024
37
6,418,861
6,418,898


The notes on pages 16 to 28 form part of these financial statements.

Page 12

 
SO CODE LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
1,021,356
1,453,384

Adjustments for:

Depreciation of tangible assets
17,713
31,351

Loss on disposal of tangible assets
15,061
-

Interest paid
154
-

Interest received
(63,439)
(61,468)

Taxation charge
348,478
450,171

(Increase)/decrease in debtors
(655,318)
286,094

(Increase) in amounts owed by groups
(225,495)
(571,600)

Increase in creditors
121,091
138,148

Corporation tax (paid)
(470,400)
(604,531)

Net cash generated from operating activities

109,201
1,121,549


Cash flows from investing activities

Purchase of tangible fixed assets
(80,872)
(6,992)

Sale of tangible fixed assets
44,800
-

Purchase of fixed asset investments
-
(827)

Interest received
63,439
61,468

Net cash from investing activities

27,367
53,649

Cash flows from financing activities

Issue of ordinary shares
-
35

Dividends paid
(167,000)
(145,000)

Interest paid
(154)
-

Net cash used in financing activities
(167,154)
(144,965)
Page 13

 
SO CODE LTD
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated

2024
2023

£
£



Net (decrease)/increase in cash and cash equivalents
(30,586)
1,030,233

Cash and cash equivalents at beginning of year
3,495,449
2,465,216

Cash and cash equivalents at the end of year
3,464,863
3,495,449


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,464,863
3,495,449

3,464,863
3,495,449


The notes on pages 16 to 28 form part of these financial statements.

Page 14

 
SO CODE LTD
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

3,495,449

(30,586)

3,464,863


3,495,449
(30,586)
3,464,863

The notes on pages 16 to 28 form part of these financial statements.

Page 15

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The Company is a private United Kingdom company limited by shares. It is both incorporated and domiciled in England and Wales. The address of the registered office is Room 17 Office 320, Cambridge Science Park, Milton Road, Cambridge, CB4 0WG.
The Company's principal activity is that of recruitment consultants.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 16

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Revenue

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

Rendering of services

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

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 17

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. 

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.9

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight-line method and reducing balance basis.

Depreciation is provided on the following basis:

Motor vehicles
-
25% reducing balance
Fixtures and fittings
-
25% reducing balance
Office equipment
-
3 years straight line

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 18

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Cash and cash equivalents

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

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured at the undiscounted amount of the cash or other consideration expected to be paid or received.

 
2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation  uncertainty at the end of the reporting period, that have a significant risk of causing a material  misstatement to the carrying amount of assets and liabilities within the next financial year.
Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful  economic lives and residual values of the assets. The useful economic lives and residual values are  reassessed annually. They are amended when necessary to reflect current estimates, based on  technological advancement, future investments, economic utilisation and the physical condition of the  assets. See note 13 for the carrying amount of the tangible assets and note 2.9 for the useful economic  lives for each class of assets.

Page 19

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

2024
2023
£
£

Recruitment Consultancy
10,689,752
11,321,214

Fees receivable
257,830
428,489

10,947,582
11,749,703


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
10,259,581
11,042,511

Rest of Europe
55,037
92,962

Rest of the world
632,964
614,230

10,947,582
11,749,703



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
(316)
2,522

Other operating lease rentals
115,968
108,213


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
9,000
-
Page 20

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
2,011,623
1,889,762

Social security costs
246,603
234,547

Cost of defined contribution scheme
31,323
26,027

2,289,549
2,150,336


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
39
33


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
20,320
18,192

20,320
18,192



9.


Interest receivable

2024
2023
£
£


Other interest receivable
63,439
61,468

63,439
61,468

Page 21

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
154
-

154
-


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
361,146
456,539


361,146
456,539


Total current tax
361,146
456,539

Deferred tax


Origination and reversal of timing differences
(12,668)
(6,367)

Total deferred tax
(12,668)
(6,367)


348,478
450,172
Page 22

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 25%) as set out below:

2024
2023
£
£


Profit on ordinary activities before tax
1,369,834
1,903,556


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
342,459
475,889

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
9,506
(19,349)

Capital allowances for year in excess of depreciation
9,181
-

Other timing differences leading to an increase (decrease) in taxation
(12,668)
(6,368)

Total tax charge for the year
348,478
450,172


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Dividends declared
167,000
145,000

167,000
145,000

Page 23

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2024
107,598
14,785
28,007
150,390


Additions
58,600
326
21,946
80,872


Disposals
(106,419)
-
-
(106,419)



At 31 December 2024

59,779
15,111
49,953
124,843



Depreciation


At 1 January 2024
47,074
5,923
17,949
70,946


Charge for the year on owned assets
1,387
2,297
14,029
17,713


Disposals
(46,558)
-
-
(46,558)



At 31 December 2024

1,903
8,220
31,978
42,101



Net book value



At 31 December 2024
57,876
6,891
17,975
82,742



At 31 December 2023
60,524
8,862
10,058
79,444


14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
827



At 31 December 2024
827




Page 24

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

As restated
2024
2023
£
£


Trade debtors
1,001,759
1,186,431

Amounts owed by group undertakings
797,095
571,600

Other debtors
1,032,383
99,027

Prepayments and accrued income
519,524
612,890

3,350,761
2,469,948



16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
3,464,863
3,495,449

3,464,863
3,495,449



17.


Creditors: Amounts falling due within one year

As restated
2024
2023
£
£

Trade creditors
2,525
-

Corporation tax
112,134
221,388

Other taxation and social security
180,391
96,333

Other creditors
49,747
45,497

Accruals and deferred income
128,583
98,326

473,380
461,544



18.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
3,464,863
3,495,449



Page 25

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Deferred taxation




2024


£






At beginning of year
(19,583)


Charged to profit or loss
12,668



At end of year
(6,915)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(6,915)
(19,583)

(6,915)
(19,583)

Page 26

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



19 A Ordinary shares of £1.00 each
19
19
18 B Ordinary shares of £1.00 each
18
18

37

37



21.


Reserves

Profit and loss account

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


22.


Prior year adjustment

A prior year adjustment has been made to split the net effect of accrued income and accrued expenditure which had been netted off in the prior year. Accrued income for the prior year has increased £89,461 and accrued expenditure increased by the same amount. 
A prior year adjustment has also been made to bring in the investment made in January 2023 to acquire shares in SoCode US Inc. Investments for the prior year increased £827 and the inter group debtor decreased by the same amount. 


23.


Pension commitments

Contributions totalling £23,134 (2023 - £24,634) were payable to the fund at the balance sheet date and are included in creditors.


24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
34,845
34,845

Later than 1 year and not later than 5 years
15,059
49,904

49,904
84,749

Page 27

 
SO CODE LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Transactions with directors

As at 1 January 2024, the directors owed the Company £1,835.  As at 31 December 2024, the directors owed the company £1,835. The loan is included within other debtors in note 15 to the financial statements.


26.


Related party transactions

As at 31 December 2024 SoCode Events Ltd, a related company, owed So Code Ltd £1,030,548 (2023: £97,192). The balance is included within debtors note 15 to the financial statements. 


27.



Subsidiary undertaking



Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

SoCode US Inc.
750 Lexington Ave, New York, NY 10022
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

SoCode US Inc.
(765,245)
136,476

The group qualifies as small and therefore no group accounts are prepared.  

 
Page 28