| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Audited Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Tricentis UK Limited |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Audited Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Tricentis UK Limited |
| Tricentis UK Limited (Registered number: 07151467) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Income Statement | 10 |
| Other Comprehensive Income | 11 |
| Balance Sheet | 12 |
| Statement of Changes in Equity | 13 |
| Cash Flow Statement | 14 |
| Notes to the Cash Flow Statement | 15 |
| Notes to the Financial Statements | 16 |
| Tricentis UK Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: |
| AUDITORS: |
| Bridge House |
| Old Grantham Road |
| Whatton |
| Nottingham |
| NG13 9FG |
| Tricentis UK Limited (Registered number: 07151467) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The company is part of the Tricentis Group of companies and its primary activities are software sales and marketing, professional services, provision of technical support and R&D. |
| The company's turnover comprises of inter-company revenue for services provided by the UK company to other companies in the Tricentis group. |
| We aim to present a fair review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non complex nature of our business, and is written in the context of the risks and uncertainties we face. |
| 2024 saw a significant recovery in the Enterprise IT market. All the indicators at the start of 2024 suggested a very robust growth trajectory. |
| This has been driven by the following key trends and drivers: |
| - Digital Transformation: Organizations across sectors are accelerating digital initiatives to enhance efficiency and customer engagement. |
| - Cloud Computing: Adoption of cloud services continues to rise, offering scalability and cost-effectiveness. |
| - Cybersecurity Focus: Increased cyber threats have led to heightened investments in cybersecurity measures. |
| - Artificial Intelligence (AI): AI integration is becoming more prevalent, driving innovation and operational improvements. |
| In addition the Public Sector has shown continued emphasis on digital services to improve citizen engagement and service delivery. |
| Tricentis grew globally by over 20% in 2024. The UK business saw ARR increase from $70m in 2023 to $86m in 2024. This increase reflects good growth in the Tricentis UK operations, driven by SAP, Large Enterprise Solutions, and the Public sector. |
| Total turnover has increased slightly by 8% to £14.60 million compared with £13.52 million in 2023. Turnover from commission sales increased by 8% to £13.71 million whilst turnover from Research Sales increased by 4% to £892k. Gross profit has increased from £162k to £499k. |
| Net profit increased from £250k to £365k. Overheads have been well controlled, with a modest increase in costs of 6%. A significant portion of this increase was related to the increase in rent of £188k. |
| The balance sheet continues to present a very solid position, with net assets increasing from £1,055k to £1,464k. A significant portion of our current assets reflect amounts owned by group companies of £781k. |
| The ARR from other countries' bills increased from $70m to $86m.The directors would like to thank all employees for their commitment and hard work over the last 12 months. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The business environment in which the company operates continues to be very challenging and we are reliant on large ERP implementations to drive business growth. |
| However, we have very strong global relationships with SAP and the major GSI's (Deloitte, Infosys, Wipro) and this is driving a lot of the take-up of the Tricentis products. |
| The longer-term impacts of both Brexit and the new UK Government remain unknown, and consequently future trading remains uncertain for all businesses. Restrictions on customers' capital expenditure budgets may lead to further project deferrals. |
| FUTURE DEVELOPMENTS |
| Although trading conditions in the current climate remain challenging, the directors continue to investigate opportunities to grow the business and extend the range of services offered. |
| The UK company moved to a larger premises during 2023 which reflects our ongoing commitment to the UK market. |
| Tricentis UK Limited (Registered number: 07151467) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| INDICATION OF BRANCHES OUTSIDE THE UK |
| The company did not operate any branches outside the UK. |
| ON BEHALF OF THE BOARD: |
| Tricentis UK Limited (Registered number: 07151467) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| RESEARCH AND DEVELOPMENT |
| In 2024, Tricentis Corporation significantly advanced its research and development efforts, focusing on integrating artificial intelligence (AI) into its software testing solutions. A notable achievement was the introduction of qTest Copilot, a generative AI assistant designed to streamline test case creation by automatically generating test cases and steps from source documents and user requirements, thereby enhancing test coverage and software release quality. |
| The company's commitment to AI-driven testing was further recognized when it was named a Representative Vendor in Gartner's February 2024 Market Guide for AI-Augmented Software-Testing Tools. Tricentis's suite of solutions-including Tricentis Test Automation, Testim, Tosca, LiveCompare, Test Management for Jira, and qTest-leverages AI for end-to-end testing, risk-based impact analysis, and self-healing test scripts, among other capabilities. |
| EVENTS SINCE THE END OF THE YEAR |
| In February 2025, private equity firm GTCR invested $1.33 billion in the Tricentis Group, valuing the enterprise at $4.5 billion and further fueling Tricentis for future growth and innovation. Insight Partners and GTCR will work together with equal representation on the Board of Directors to support the strong and experienced Tricentis management team's continued success in fueling the company's further expansion. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| Items required under s.7 Sch.7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 to be disclosed in the directors' report are set out in the strategic report in accordance with s.414C(11) of the Companies Act 2006. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Tricentis UK Limited (Registered number: 07151467) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Tricentis UK Limited |
| Opinion |
| We have audited the financial statements of Tricentis UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Tricentis UK Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Tricentis UK Limited |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| We identified the areas of laws and regulations that could reasonably be expected to have a material impact on the financial statements from our general commercial experience and through discussion with the directors, the policies and procedures regarding compliance with laws and regulations. We remained alert to any indications of non-compliance throughout the audit. |
| The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, including related parties legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. |
| Owing to the inherent limitations of an audit, there is unavoidable risk that we may not have detected some material misstatements in the financial statements. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. |
| As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
| - | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| - | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. |
| - | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
| - | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern. |
| - | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
| We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
| Report of the Independent Auditors to the Members of |
| Tricentis UK Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Bridge House |
| Old Grantham Road |
| Whatton |
| Nottingham |
| NG13 9FG |
| Tricentis UK Limited (Registered number: 07151467) |
| Income Statement |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER | 5 |
| Administrative expenses |
| 499,330 | 162,090 |
| Other operating income |
| 587,004 | 264,402 |
| Interest payable and similar expenses | 7 |
| PROFIT BEFORE TAXATION | 8 |
| Tax on profit | 9 |
| PROFIT FOR THE FINANCIAL YEAR |
| Tricentis UK Limited (Registered number: 07151467) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME |
| Share based payment |
| Foreign exchange adjustment |
| Income tax relating to components of other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Tricentis UK Limited (Registered number: 07151467) |
| Balance Sheet |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 10 |
| CURRENT ASSETS |
| Debtors | 11 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 14 |
| Other reserves | 15 |
| Retained earnings | 15 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Tricentis UK Limited (Registered number: 07151467) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Other | Total |
| capital | earnings | reserves | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Tricentis UK Limited (Registered number: 07151467) |
| Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | ( |
) |
| Interest paid | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) |
| Net cash from investing activities | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
2 |
555,604 |
| Cash and cash equivalents at end of year | 2 | 440,923 | 574,271 |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Cash Flow Statement |
| for the Year Ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Movement in equity reserve | 15,656 | 88,249 |
| Finance costs | 50 | - |
| 631,496 | 384,027 |
| Increase in trade and other debtors | ( |
) | ( |
) |
| Increase in trade and other creditors |
| Cash generated from operations | ( |
) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 440,923 | 574,271 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 574,271 | 555,604 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 574,271 | (133,348 | ) | 440,923 |
| 574,271 | ( |
) | 440,923 |
| Total | 574,271 | (133,348 | ) | 440,923 |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Tricentis UK Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | STATEMENT OF COMPLIANCE |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The accounts have been prepared on the going concern basis due to the fact that the company has the continued support of the group. The directors have been given assurance that this support will continue for the foreseeable future. |
| Turnover |
| Turnover, which is net of value added tax, represents the value of monies earned and due in the year, for consultancy, promotion and research services for group companies. |
| Tangible fixed assets |
| Improvements to property | - |
| Computer equipment | - |
| Basic financial instruments |
| Trade and other debtors are recognised initially at transaction price plus attributable transaction costs. |
| Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument. |
| Other debtors are initially measured at transaction price and are subsequently measured at transaction price less any impairment losses. |
| Cash and cash equivalents comprise cash balances and call deposits. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| 4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| The director does not believe that there are any significant judgements in applying accounting policies or key sources of estimation uncertainty. |
| 5. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the company. |
| An analysis of turnover by class of business is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| An analysis of turnover by geographical market is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Europe |
| United States of America |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 6. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Administration | 4 | 4 |
| Development | 6 | 7 |
| Marketing | 4 | 5 |
| Professional Services/Sales | 5 | 2 |
| Sales | 42 | 46 |
| Service | 4 | 3 |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank interest |
| 8. | PROFIT BEFORE TAXATION |
| The profit is stated after charging: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Auditors' remuneration |
| Foreign exchange differences |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Deferred tax | ( |
) | ( |
) |
| Tax on profit |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2023 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | - | ( |
) |
| Depreciation in excess of capital allowances | - |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Deferred tax charge/(credit) | (3,049 | ) | (51,333 | ) |
| Items not adjusted for | (64,513 | ) | 5,929 |
| Total tax charge | 221,826 | 14,472 |
| Tax effects relating to effects of other comprehensive income |
| 31.12.24 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share based payment | - | 8,942 |
| Foreign exchange adjustment | - | 6,712 |
| 15,654 | - | 15,654 |
| 31.12.23 |
| Gross | Tax | Net |
| £ | £ | £ |
| Share based payment | - | 88,249 |
| 10. | TANGIBLE FIXED ASSETS |
| Improvements |
| to | Computer |
| property | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 11. | DEBTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Tax |
| VAT |
| Deferred tax asset |
| Prepayments and accrued income |
| Amounts falling due after more than one year: |
| Rent deposits | 405,000 | 405,000 |
| Aggregate amounts |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Tax |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| 13. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Within one year |
| Between one and five years |
| 14. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary Shares | £1 | 100 | 100 |
| 15. | RESERVES |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 1 January 2024 | 1,122,293 |
| Profit for the year |
| Other capital reserve | - | 15,654 | 15,654 |
| At 31 December 2024 | 1,503,075 |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 16. | PENSION COMMITMENTS |
| The pension commitment of the company at the year end is £Nil (2023: £14,587). |
| 17. | CONTINGENT LIABILITIES |
| The company may be liable to make a payment in the future as a result of a current lease contract. The amount of this expense is estimated at £93,350. At the reporting date, it is not probable that there will be an obligation to make a payment in the foreseeable future. |
| 18. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| During the year, a total of key management personnel compensation of £ |
| 19. | POST BALANCE SHEET EVENTS |
| In February 2025, additional payments totalling £3,356,202 were issued to certain employees of the company. These were paid by the company on behalf of Tricentis Corporation (group company) and do not represent a cost to or settling of liabilities of Tricentis UK Limited. |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 20. | SHARE-BASED PAYMENT TRANSACTIONS |
| Tricentis Corporation (registered in the USA) a parent company of Tricentis UK Ltd, has reserved shares for issuance as stock options under its 2018 Stock Incentive Plan ("the plan") dated 26 December 2018. Equity options granted under the plan generally become exercisable over a service period ranging from one to five years and expire ten years from the date of grant. Options granted under the plan must be issued at prices not less than the fair market value of the stock on the date of the grant. Options have been granted to certain employees of Tricentis UK Ltd. |
| The share option charge for the year in these financial statements is £8,942 (2023: £88,249). This amount has been taken to Other capital reserves on the balance sheet. The fair value of the options was estimated at the date of grant using the Black-Scholes option pricing model. |
| The number and weighted average exercise price of share options in the year were as follows: |
| Number | Weighted Average Exercise Price ($) |
| 2024 | 2023 | 2024 | 2023 |
| Outstanding at the beginning of the period | 843,937 | 1,231,438 | 2.88 | 3.28 |
| Granted during the period | - | - | - | - |
| Forfeited during the period | (7,750 | ) | (380,668 | ) | 5.00 | 3.93 |
| Exercised during the period | - | (6,833 | ) | - | 2.55 |
| Expired during the period | (65,583 | ) | - | 5.00 | - |
| Transferred to other group entities during the period | (15,000 | ) | - | 5.00 | - |
| Outstanding at the end of the period | 755,604 | 843,937 | 2.64 | 2.32 |
| Exercisable at the end of the period | 690,412 | 651,743 | 2.59 | 2.82 |
| The plan includes awards of restricted stock units with multiple vesting conditions. These will be issued to employees at no cost once all vesting conditions are met. Therefore, there is no exercise price for these awards. The number of these awards in the year is as follows: |
| Number |
| 2024 | 2023 |
| Outstanding at the beginning of the period | 203,462 | - |
| Granted during the period | 145,215 | 225,414 |
| Forfeited during the period | (6,000 | ) | (21,952 | ) |
| Exercised during the period | - | - |
| Expired during the period | - | - |
| Transferred to other group entities during the period | (11,685 | ) | - |
| Outstanding at the end of the period | 330,992 | 203,462 |
| Exercisable at the end of the period | - | - |
| 21. | PARENT COMPANY |
| The parent company of the smallest group that draws up consolidated financial statements which include the results for Tricentis UK Limited is Tricentis Corporation; its registered office address is: |
| 5301 South Parkway |
| Building 2, Suite 200 |
| Austin |
| Texas 78735 |
| USA |
| The ultimate holding company is Insight Luxembourg Holdings S.a.r.l. incorporated in Luxembourg. |
| Tricentis UK Limited (Registered number: 07151467) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 22. | TERMINATION BENEFITS |
| The company provides termination benefits in line with statutory requirements. At the reporting date, the company recognises an obligation to pay £14,667 (2023: £nil) of termination benefits. |