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Registered number: 02843012
MICRO PLUS SOFTWARE LIMITED
FINANCIAL STATEMENTS
31 DECEMBER 2024
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MICRO PLUS SOFTWARE LIMITED
COMPANY INFORMATION
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Mr S Auschavaranondha (appointed 6 January 2025)
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Mr K Chearavanont (appointed 1 August 2024)
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Mr R D Jones (appointed 6 January 2025)
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Mr T Kraisingkorn (appointed 1 August 2024)
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Mrs N Rowley (appointed 1 August 2024)
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Mr K T Koay (appointed 1 August 2024)
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10 Moorcroft Harlington Road
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Armstrong Watson Audit Limited
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Chartered Accountants & Statutory Auditors
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MICRO PLUS SOFTWARE LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Profit or Loss and Other Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Company Statement of Cash Flows
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Notes to the Consolidated Financial Statements
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MICRO PLUS SOFTWARE LIMITED
GROUP STRATEGIC REPORT
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
The Directors present the Strategic Report for the period ending 31st December 2024. This Strategic Report contains information about us, how we create value and how we run our business. It includes our strategy, business model, markets and Key Performance Indicators, as well as our approach to risk.
Fair Review of the Business
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Tollring is a market leading software developer providing data visualisation and business intelligence tools that help manage, understand, and control a wide array of business communications information, resources and assets. The principal activity of the company includes the provision of communications analytics, call recording and toll fraud protection services. The Group develops and provides customer experience analytics software which is sold through Communications Service Providers to downstream end businesses globally. Our services are deployed in the Cloud and typically sold as software-as-a-service.
The Company’s results for this part year reflects a period of transition, as the Company was acquired by Amity Solutions and have since transitioned to a calendar year end. This, along with the alignment in Group accounting polices and the move to IFRS accounting standards has meant that the business has used more comparable LTM data to measure YoY performance. We are pleased to report that the percentage of recurring revenue is now at an impressive 93%, an increase in more than 10% since our last results. Results in turnover growth was modest for the period however in-line with expectations as the business focusses its efforts on building strong ARR “subscription-first” pricing strategies with its partners. This is also reflected in the Company’s improved recurring revenue ratio.
The Group’s results for FY24 (9-month year end period) showed a relatively flat YoY revenue performance with turnover of £6,205,756 (compared to £8,544,016 in the previous 12-month year-end period). The main contributing factor for this was due to one of the business’s largest accounts transitioning from an up-front one-off license model to a monthly subscription model. Whilst this has had a short-term negative impact on the year’s revenue, recurring revenue now represents circa 92% of all reported revenue, an increase of 10%. With compounding subscription revenue now in place across all customers, the business is well positioned for growth in the coming year whilst maintaining excellent Gross Margin exceeding 90%.
This year, the Company Group to advance its analytics suite for Microsoft Teams. As more and more businesses continue to migrate towards collaboration first platforms, interoperability with platforms such as Microsoft Teams and Zoom continues to be a business priority together with its advancement of its AI powered conversation intelligence products.
The Company continues to make significant investments in its R&D, AI and digital first strategies. By accelerating product development though Amity’s AI Labs, the Company aims to bring higher ARPU services to its market of Communications and IT Service providers globally over the next twelve months.
Page 1
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MICRO PLUS SOFTWARE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
Principal Risks and Uncertainties
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The Group operates across multiple global jurisdictions, namely in the U.K, Europe, Australia and U.S. with a resource footprint in the U.K, Australia and India. The following risks have been identified:
Investment In Customer Success
Like many businesses, investment in on-line marketplace and customer success capabilities are of key importance to the business to be able to make the transaction of services as frictionless as possible for our partners. The investments made in restructuring of the sales and in-life teams along with the processes behind these have seen significant improvements in managing the ease of customer on boarding and overall experience.
Technology Risks
The Group delivers its services in the Cloud leveraging Microsoft Azure Cloud services and as such customer data management and security has always been at the forefront of the Company along with its investment in ISO certifications in business processes and IT and data security standards. The Group must now invest similarly in the adherence of robust AI security policies to ensure customer data remains robustly secure and that customer confidence is maintained as we bring more AI-powered products and services to the market.
Operational Risks
Improvements continue to be made in the managing of our People across the various jurisdictions. Improvements in global review processes have brought clarity and have mitigated potential risks related to HR reviews and performance management. The Group continues to evolve and align its HR and working policies to continue to comply with statutory requirements globally.
Ensuring the Group adheres to local laws and regulations regarding the management of its workforce alongside the processes that protect its customer data and service provision will continuously improve.
R&D Grant
The Group’s development centre is based in New Delhi, India. The recent changes in the treatment of R&D grants with respect to overseas costs will impact future claims and hence potential increases in Corporation Tax in future years. More than 70% of the Group’s existing R&D tax credit claim contains costs associated with overseas R&D. The Group has made all stakeholders aware of any cashflow impact this will have now that the Group can no longer offset a significant element of its R&D costs.
Liquidity
The Group seeks to ensure there is sufficient liquidity to support the day-to-day operations and growth plans through effective, commercially driven management decisions. The group currently enjoys a very healthy liquidity balance achieved through continuous assessment of investment decisions with a clear understanding of the returns and impacts on the cash position of the Company.
Page 2
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MICRO PLUS SOFTWARE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
Foreign Exchange
The Group makes sales and purchases in foreign currencies. Transactions are translated at prevailing rates at the end of each month and any required adjustments are made during that month. Due to the values involved (foreign currency sales account for only circa 10% of the overall sales made in the Group) and the natural hedging involved in the international markets that the business operates in, the risks are not deemed material. The Group continues to monitor the impact of geo-political instability across its markets.
Development and Performance
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The operating profit for the shortened 9-month period was £1,294,354 a like for like decrease of circa 24% from last period’s 12-month accounting period operating profit of £2,267,563. This was primarily due to increases in operating costs since the Amity acquisition along with one-off exceptional costs from the acquisition itself falling into this financial period. Despite challenging macro-economic conditions, earnings before interest, tax, depreciation and amortisation (EBITDA) was £1,322,326.
Given the transition the company has undergone since the production of its last financial statements, the directors are very pleased with the financial results. Annual Recurring Revenue continues to grow with new, higher values licenses coming to the market which will drive recurring revenue further. The Company sees its investment in R&D along with enhancing its product portfolio as a key strategic driver.
Key Performance Indicators
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Along with turnover and operating profit, already discussed in this report, the business monitors a number of core KPIs that indicate the pulse and health of the business as follows:
Annual Recurring Revenue (ARR) Scale
The Group has increased its ARR in the last 12-months by £328,000 and as the business continues to invest further in its digital and cloud strategies, this stable recurring revenue continues to underpin the Company’s growth. ARR now represents more than 93% of the Company’s revenue far exceeding the FY24 target set for the year of 75%.
Client Retention (Churn)
The Group continues to monitor downstream customer churn as part of its Board KPIs. Churn through this period has remained low and steady under an average of 0.79% of monthly revenues. The business is also aware of potential long standing legacy customer contracts reaching conclusion by the end of next year. None of these are material or impacting to the Group.
Page 3
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MICRO PLUS SOFTWARE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
The Group is committed to the creation of a highly effective workforce. Engaged employees are more loyal, more productive and more likely to contribute their ideas to improve the business. Engagement is founded on trust and staff must believe in the integrity of leaders. The Group’s four values are Integrity, Teamwork, Performance and Energy, all of which form the pillars of our recruitment process and the ongoing staff performance review process.
All leaders within our business are developed and coached in how to develop and create high performance teams, focusing on personal development and offering support where required. Key aspects are the attendance of twice-yearly management offsite days amongst other initiatives with respect to leadership and training courses. Similarly, we invest extensively in education and skills training giving staff a comprehensive understanding of their roles and how they fit into the overall business strategy. This is supported by internal communications including newsletters, monthly Talking Point sessions, Business Update briefings along with regular team briefs amongst other initiatives to maximise the understanding of the wider workplace.
Each year, employee engagement surveys are carried out to measure our progress and the most recent survey in March 2024. This year showed a marked improvement across all areas of employee engagement with an overall engagement score of 83% up from 61% in the previous year.
Customer and supplier engagement
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Our relationship with our customers is one of the key areas to the long-term success of our business. We have several touch points with our customers from the Customer Success team, who are in constant contact with our customers through a number of channels that include telephone, chat and online via our comprehensive ticketing system. Our customers are classified and segmented in a number of ways. Partners onwards selling our services are categorised depending on the type of relationship we have with them from Platinum Partners to Bronze Partners. Our customer success strategy clearly defines how we communicate with our various partners and end-user customers.
Partners are provided with peer-to-peer relationships that span, service delivery, technical support, pre-sales support and customer success (post-sales support).
The Group also has a central purchasing team via its finance function. Relationship with suppliers is managed departmentally depending on function. Department managers are regularly engaged with suppliers with internal and external escalation procedures in place ensuring any issues are prioritised and handled appropriately. We strive to maintain strong relationships with our customers.
Page 4
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MICRO PLUS SOFTWARE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Other stakeholder engagement
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The management team ensures all regulatory obligations are met, including tax reporting requirements. The relationship we have with our banking partners is managed by our finance team to ensure that the right facilities are in place to support the business. Our main banking partner is Barclays, and this year the business moved across to Barclay’s .net online banking service which has enabled the business to improve its compliance needs through managed user access and payment authorisation processes.
The Group ensures its insurance policies are also reviewed on an annual basis to ensure insurance schedules meet our downstream customer obligations. We regularly review cyber and privacy security, IP infringement, Products and Services Liability amongst others.
This report was approved by the board and signed on its behalf.
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Mr A Martino
Director
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Page 5
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MICRO PLUS SOFTWARE LIMITED
DIRECTORS' REPORT
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the 9 months ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The profit for the 9 months, after taxation, amounted to £1,057,318 (2024 - £1,998,933).
Dividend for the year £3,427,497 (31 March 2024: £Nil)
The directors who served during the 9 months were:
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Mr K Chearavanont (appointed 1 August 2024)
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Mr T Kraisingkorn (appointed 1 August 2024)
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Mrs N Rowley (appointed 1 August 2024)
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Mr K T Koay (appointed 1 August 2024)
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The entity is not disclosing as it is not quoted entity, not meeting the large unquoted company threshold. The Group of which the entity is part is also not meeting the large unquoted company threshold.
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MICRO PLUS SOFTWARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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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 and the Group'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 and the Group's auditors are aware of that information.
The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Mr A Martino
Director
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Page 7
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MICRO PLUS SOFTWARE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MICRO PLUS SOFTWARE LIMITED
We have audited the financial statements of Micro Plus Software Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows and the related notes, including a summary of significant accounting policies set out on pages 23 - 35. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
In our opinion:
∙the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2024 and of the Group's profit for the period then ended;
∙the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 Group and the Parent 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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 8
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MICRO PLUS SOFTWARE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MICRO PLUS SOFTWARE LIMITED (CONTINUED)
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 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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 on page 6, 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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MICRO PLUS SOFTWARE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MICRO PLUS SOFTWARE LIMITED (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:
• we obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation, Bribery Act, Proceeds of crime act and occupational health and employment legislation.
• we enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations.
• we gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
• the risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas: revenue recognition and management override of controls.
• we reviewed financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
• we enquired of the directors about actual and potential litigation and claims.
• we performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatement due to fraud.
• in addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.
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 10
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MICRO PLUS SOFTWARE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MICRO PLUS SOFTWARE LIMITED (CONTINUED)
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 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.
Matthew Osbourne (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Leeds
3 September 2025
Page 11
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MICRO PLUS SOFTWARE LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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9 months ended
31 December
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Other comprehensive income:
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Exchange differences on translation on foreign operations
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Total comprehensive income
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The notes on pages 23 to 58 form part of these financial statements.
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Page 12
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MICRO PLUS SOFTWARE LIMITED
REGISTERED NUMBER: 02843012
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Page 13
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MICRO PLUS SOFTWARE LIMITED
REGISTERED NUMBER: 02843012
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 12 to 58 were approved and authorised for issue by the board of directors and were signed on its behalf by:
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Mr A Martino
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The notes on pages 23 to 58 form part of these financial statements.
Page 14
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MICRO PLUS SOFTWARE LIMITED
REGISTERED NUMBER: 02843012
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Property, plant and equipment
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Investment in subsidiaries
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Page 15
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MICRO PLUS SOFTWARE LIMITED
REGISTERED NUMBER: 02843012
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
Issued capital and reserves attributable to owners of the parent
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The Company's profit for the 9 months was £999,944 (2024 - £1,983,835).
The financial statements on pages 12 to 58 were approved and authorised for issue by the board of directors and were signed on its behalf by:
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Mr A Martino
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The notes on pages 23 to 58 form part of these financial statements.
Page 16
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MICRO PLUS SOFTWARE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Comprehensive income for the 9 months
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Other comprehensive income
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Total comprehensive income for the 9 months
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 23 to 58 form part of these financial statements.
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Page 17
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MICRO PLUS SOFTWARE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Comprehensive income for the 9 months
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Total comprehensive income for the 9 months
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 23 to 58 form part of these financial statements.
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Page 18
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MICRO PLUS SOFTWARE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Depreciation and impairment of property, plant and equipment
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Interest and other income
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Loss on disposal of ROU asset
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Other non-cash adjustments
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Movements in working capital:
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Decrease in trade and other receivables
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Increase/(decrease) in trade and other payables
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Cash generated from operations
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Income tax recovered / (paid)
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Net cash from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Recovery of loan receivable
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Investment in loan receivable
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Interest and other income
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Net cash from/(used in) investing activities
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Cash flows from financing activities
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Payment of lease liabilities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Page 19
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MICRO PLUS SOFTWARE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Cash and cash equivalents at the beginning of 9 months
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Foreign exchange translation
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Cash and cash equivalents at the end of the 9 months
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The notes on pages 23 to 58 form part of these financial statements.
Page 20
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MICRO PLUS SOFTWARE LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Interest and other income
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Movements in working capital:
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(Increase)/decrease in trade and other receivables
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Increase/(decrease) in trade and other payables
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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Recovery of loan receivable
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Investment in loan receivable
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Investment in subsidiaries
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Net cash used in investing activities
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Cash flows from financing activities
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Payment of lease liabilities
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Page 21
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MICRO PLUS SOFTWARE LIMITED
COMPANY STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Cash and cash equivalents at the beginning of 9 months
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Cash and cash equivalents at the end of the 9 months
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The notes on pages 23 to 58 form part of these financial statements.
Page 22
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies
The consolidated financial statements of the Micro Plus Software Limited and its subsidiaries (collectively, the Group) were authorised for issue by the board of directors on 3 September 2025. Micro Plus Software Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is shown on the company information page.
The principal activity of the company continued to be that of telecommunications data management systems and maintenance and support contracts thereon.
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Basis of preparation of financial statements
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The consolidated financial statements have been prepared for the year ended 31 December 2024 in accordance with UK adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to the companies reporting under those standards.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The consolidated financial statements are presented in pounds sterling, rounded to the nearest pound. They are drawn up to the historical cost basis of accounting, except as disclosed in the accounting policies set out within the consolidated financial statements.
The financial statements cover a period of nine months from 1 April 2024 to 31 December 2024, following a change in the company’s accounting reference date. This change was made to align the company’s year end with that of its parent company and the wider group. Comparative figures presented relate to the 12-month period ended 31 March 2024 and are therefore not directly comparable.
The Group’s accounting policies have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
New and amended standards adopted by the group
The group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 April 2024:
a)Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1;
b)Lease Liability in Sale and Leaseback – Amendments to IFRS 16; and
c)Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7.
New standards and interpretations not yet adopted
Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the group. The group’s assessment of the impact of these new standards and amendments is set out below:
a)Amendments to IAS 21 -- Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025) – There is no impact on the group financial statements from the application of these amendments.
b)Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026) - There is no impact on the group financial statements from the application of these amendments.
c)IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027) - There is no impact on the group financial statements from the application of these amendments.
Page 23
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
d)IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027) - IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though IFRS 18 will not impact the recognition or measurement of items in the financial statements, its impacts on presentation and disclosure are expected to be pervasive, in particular those related to the statement of financial performance and providing management-defined performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the group’s consolidated financial statements. From the high-level preliminary assessment performed, the following potential impacts have been identified:
∙Although the adoption of IFRS 18 will have no impact on the group’s net profit, the group expects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the group has performed, the following items might potentially impact operating profit:
οForeign exchange differences currently aggregated in the line item ‘other income and other gains/(losses) – net’ in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit.
οIFRS 18 has specific requirements on the category in which derivative gains or losses are recognised – which is the same category as the income and expenses affected by the risk that the derivative is used to manage. Although the group currently recognises some gains or losses in operating profit and others in finance costs, there might be a change to where these gains or losses are recognised, and the group is currently evaluating the need for change.
∙The line items presented on the primary financial statements might change as a result of the application of the concept of ‘useful structured summary’ and the enhanced principles on aggregation and disaggregation. In addition, since goodwill will be required to be separately presented in the statement of financial position, the group will disaggregate goodwill and other intangible assets and present them separately in the statement of financial position.
∙The group does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:
οmanagement-defined performance measures;
οa break-down of the nature of expenses for line items presented by function in the operating category of the statement of profit or loss – this break-down is only required for certain nature expenses; and
οfor the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of profit or loss between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.
∙From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cashflows, which is a change from current presentation as part of operating cash flows.
The group will apply the new standard from its mandatory effective date of 1 January 2027. Retrospective application is required, and so the comparative information for the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.
Page 24
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
Page 25
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
The consolidated financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the Group has adequate resources for a period of atleast 12 months from the date of approval, having reassessed the principal risks facing the Group and determined that there are no material uncertainties to?disclose. In making their assessment of the Group’s ability to continue as a going concern, the Directors have considered the projected performance of the Group and its financial resources.
The Directors’ assessment of the Group’s ability to continue as a going concern includes consideration of cash flow forecasts. These forecasts include consideration of future trading performance, working capital requirements, and the wider Group’s current financing arrangements, along with wider economic conditions, and include the modelling of downside scenarios. The scenarios considered take account of a number of severe, but plausible, downsides that the Group might experience by flexing the forecasts for a number of financial assumptions, such as reductions in sales and profit sensitivities.
As a result, the Directors are satisfied that the going concern basis remains appropriate for the preparation of the consolidated financial statements, with the wider Group remaining well-funded, profitable and cash generative for a period of at least 12 months from the date of approval of these consolidated financial statements.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer (i.e. when the Group delivers its performance obligation under the contract) at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group typically enters into multi-element arrangements which include software licence fees, subscription fees, training and support services. Revenue is allocated to the elements of the arrangement based upon the fair value of each element.
The Group sells a licence for access to its products which are hosted from the Group's servers. The license fees grant access to web space for the duration of the agreement and include maintenance and support. The revenue for the licence is recognised on an accruals basis to match the period of use by the customer until the end of the contract. The unrecognised element is included within deferred income and the amount recognised prior to billing is included within accrued income.
Training revenue relates to customer training to use the product. Revenue is recognised on the training fees based on the agreed rates as the service is provided. The rates are predetermined at the contract signing date.
Revenue from support services is recognised over the period of contract. The amount received in advance is recognised as deferred income.
Interest income is recognised in profit or loss using the effective interest method.
Page 26
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Foreign currency translation
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Functional and presentation currency
The Group's consolidated financial statements are presented in GBP (Sterling), which is also the parent company's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
The tax currently payable is based on taxable profit for the 9 months. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Page 27
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Page 28
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
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Over the period of the lease
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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.
Page 29
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit or loss in the expense category that is consistent with the function of the intangible assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.
Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
o The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
o Its intention to complete and its ability and intention to use or sell the asset
o How the asset will generate future economic benefits
o The availability of resources to complete the asset
o The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit which is estimated from 5 to 7 years. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.
Page 30
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Impairment of tangible and intangible assets
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At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal 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.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a 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.
Short term debtors are measured at transaction price, less any impairment. Loans receivables 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.
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Cash and cash equivalents
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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.
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.
Page 31
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities representing obligations to make lease payments and right-of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right of use assets are subject to impairment, refer to the impairment of non-monetary assets note.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest
Page 32
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
iii)Short term lease and lease of low value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Financial liabilities and equity instruments
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Group, and commitments issued by the Group to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL.
A financial liability is classified as held for trading if:
o it has been incurred principally for the purpose of repurchasing it in the near term;
o on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
o it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.
Page 33
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:
o such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
o the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
o it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see note 22). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the 'fair value gains/losses' line item.
However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of the liability is recognised in profit or loss. Changes in fair value attributable to a financial liability's credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability.
Gains or losses on financial guarantee contracts and loan commitments issued by the Group that are designated by the Group as at FVTPL are recognised in profit or loss.
Fair value is determined in the manner described in note 23.
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.
Page 34
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
1.Accounting policies (continued)
|
|
|
Accounting estimates and judgements
|
Following are critical judgements and key sources of estimation uncertainty in applying the group accounting policies.
Useful lives of tangible and intangible assets
Depreciation and amortisation is charged so as to write off the costs of the assets over their estimated useful lives. The expected useful lives of the assets are stated in note 2.9 and 2.10, should the expected lives change then this will affect the annual depreciation and amortisation charge.
Impairment of tangible and intangible assets
The Group's assets comprise property, plant and equipment and intangible assets. The Group makes judgements and estimates in considering whether the carrying amounts of these assets are recoverable. Should the recoverable amounts be less than the current carrying values then an impairment charge is made to reduce the assets down to their net recoverable amounts. There are no indicators that PPE or intangible assets are impaired based on performance during the year and post year end.
Provision of expected credit losses of trade and loan receivables
The Group uses the simplified approach where the historical trends and the actual information available to calculate ECLs for trade receivables. The provision is calculated based on customers having loss patterns review on individual customer by customer basis.
The Group uses simplified approach to calculate the expected credit losses related to loan receivable. Simplified approach requires recognising lifetime expected credit losses.
Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The Group does not use borrowings to run its operations and is funded by equity. The Group has invested in Loans where it charges the interest income from the Parent and the third parties. The Group assumes that it can use the funds for its own business purposes and hence the interest rate related to interest income lost is considered as the incremental borrowing rate. This interest rate therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available.
Page 35
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
|
|
|
The following is an analysis of the Group's revenue for the 9 months from continuing operations:
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of revenue by country of destination:
|
|
|
|
|
|
|
9 months ended
31 December
|
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|
|
|
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|
|
|
|
|
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|
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|
9 months ended
31 December
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit for the period is stated after charging / (crediting):
Depreciation of property, plant and equipment owned
|
|
|
|
|
Held under IFRS 16 leases
|
|
|
|
|
Amortisation of intangible fixed assets
|
|
|
|
|
Foreign currency exchange loss/(gain)
|
|
|
|
|
Impairment of fixed assets
|
|
|
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|
|
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|
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Page 36
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
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|
|
|
|
|
|
|
9 months ended
31 December
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the 9 months, the Group obtained the following services from the Company's auditors and their associates:
|
|
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|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
|
|
|
|
|
Fees payable to the Company's auditors and their associates in respect of:
|
|
|
|
|
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Page 37
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit expenses (including directors) comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of person (including directors) employed by the Group during the period was 114 (2024:115). The category wise split is as follows:
|
|
|
|
|
|
|
9 months ended
31 December
|
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Page 38
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remuneration for qualifying services
|
|
|
|
|
Group’s pension contribution*
|
|
|
|
|
|
|
|
|
|
Number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 6.
*The Group makes pension contributions for its directors under various schemes depending on jurisdiction and individual arrangements. Contributions are made to defined contribution schemes, including outsourced pension providers via salary sacrifice arrangements, self-invested personal pensions (SIPPs), statutory Provident Fund schemes in India, and registered superannuation funds in Australia. All contributions are made in accordance with local regulations and contractual agreements, and are recognised as part of directors’ remuneration in the year in which they are incurred.
|
|
|
The highest paid director's emoluments were as follows:
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
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|
Remuneration for qualifying services
|
|
|
|
|
Group’s pension contribution
|
|
|
|
|
|
|
|
|
|
An amount of £nil has been advanced to the directors of the Group during the year. The advances granted are interest rate of Libor plus 2% and there are no write offs or waivers made during the year. The outstanding advances at the yearend are £Nil (2024: £9,529).
|
Page 39
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
Finance income and expense
|
|
|
Recognised in profit or loss
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
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|
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|
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|
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|
|
|
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|
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|
Interest receivable from related party
|
|
|
|
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange gain/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net finance income/(expense) recognised in profit or loss
|
|
|
|
|
|
|
|
9.1 Income tax recognised in profit or loss
|
|
|
|
|
|
|
9 months ended
31 December
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the 9 months
|
|
|
|
|
Adjustments in respect of prior years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Adjustments in respect of prior years
|
|
|
|
|
|
|
|
|
|
|
|
|
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Page 40
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|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
9.Tax expense (continued)
|
|
9.1 Income tax recognised in profit or loss (continued)
|
|
|
The tax assessed for the year is lower (2024: lower) than the standard rate of tax in the UK of 25% (2024: 25%). The differences are explained below.
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (including income tax on associate, joint venture and discontinued operations)
|
|
|
|
|
Profit before income taxes
|
|
|
|
|
|
|
|
|
|
Tax using the Company's domestic tax rate of 25% (2024:25%)
|
|
|
|
|
Effect of expenses not deductible in determining taxable profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other permanent differences
|
|
|
|
|
Movement in deferred tax not recognised
|
|
|
|
|
Adjustments to tax charge in respect of previous periods - current tax
|
|
|
|
|
Adjustments to tax charge in respect of previous periods - deferred tax
|
|
|
|
|
|
|
|
|
|
There were no known factors at the current time that may materially impact future tax charges.
|
|
|
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends on ordinary shares declared and paid:
|
|
|
|
|
First interim dividend for period ending 31 December 2024 - £271.3 per share
|
|
|
|
|
Second interim dividend for period ending 31 December 2024 - £21.45 per share
|
|
|
|
|
Final dividend for period ending 31 December 2024 - £50 per share
|
|
|
Page 41
|
|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land & buildings (Right of use assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land & buildings (Right of use assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge owned for the 9 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge owned for the 9 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Page 42
|
|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
Land & buildings (Right of use assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land & buildings (Right of use assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge owned for the 9 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge owned for the 9 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
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|
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Page 43
|
|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
Charge for the 9 months - owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The development cost capitalised during the year relates to the projects which are in progress and hence no amortisation is charged during the year.
|
Page 44
|
|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
Details of the Group's material subsidiaries at the end of the reporting period are as follows:
|
|
|
|
|
|
Place of incorporation and operation
|
Proportion of ownership interest and voting power held by the Group (%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of software as a service
|
|
|
|
|
|
|
Sale of software as a service
|
|
|
|
|
|
3) Tollring Software Private Ltd
|
Providing intercompany
services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tollring Software Private Ltd
|
|
|
|
|
|
|
|
Page 45
|
|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
|
|
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other receivables
|
|
|
|
|
|
|
|
|
|
Trade receivables are stated net of expected credit loss, the movement in the expected credit loss provision is as follows:
|
|
|
|
|
|
|
9 months ended
31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for expected credit losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 46
|
|
MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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9 months ended
31 December
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Receivables from related parties
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Prepayments and accrued income
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Total trade and other receivables
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Trade receivables are stated net of expected credit loss, the movement in the expected credit loss provision is as follows:
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9 months ended
31 December
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Provision for expected credit losses
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Page 47
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Cash and cash equivalents
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9 months ended
31 December
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9 months ended
31 December
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9 months ended
31 December
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Accelerated capital allowances
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The Group's unused tax losses carried forward amounts to £1,339,626 (31 March 2024: £3,071,298). The Group has unused R & D expenditure credits amounting to £19,969 (31 March 2024: £Nil). The Group has not recorded deferred tax in respect of unused tax losses and unused R & D expenditure credits.
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Page 48
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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9 months ended
31 December
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Loan receivable from Parent **
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* Interest of 8% is charged on the loan receivable. The loan is repayable on demand.
** Interest at Bank of England rate +2% is charged on the Parent loan. The loan is repayable on demand.
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9 months ended
31 December
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Other taxation and social security
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Total trade and other payables
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Less: current portion - trade payables
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Less: current portion - other payables
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Less: current portion - accruals
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Total non-current position
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Page 49
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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9 months ended
31 December
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Other taxation and social security
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Total trade and other payables
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Less: current portion - trade payables
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Less: current portion - payables to related parties
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Less: current portion - other payables
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Less: current portion - accruals
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Total non-current position
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Lease liabilities relate to right of use assets over buildings and vehicles. Lease liabilities are due as follows:
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9 months ended
31 December
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Total loans and borrowings
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Page 50
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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9 months ended
31 December
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Total loans and borrowings
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The movement in lease liability at during the year is as follows:
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9 months ended
31 December
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Payments made during the year
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9 months ended
31 December
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Payments made during the year
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Page 51
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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9 months ended
31 December
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10,000 (2024 - 10,000) Ordinary shares of £0.10 each
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All the ordinary shares have equal voting rights and rank pari passu.
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Revaluation reserve
The reserve relates to the revaluation of intangible assets.
Translation reserve
Contains the foreign exchange gains and losses on translation of foreign operation.
Retained earnings
Contains all the current and prior year retained profits and losses.
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Financial instruments - fair values and risk management
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22.1 Financial risk management objectives
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The Group's normal operating, investing and financing activities expose it to a variety of financial risks: credit risk, market risk (including price risk, and currency risk) and liquidity risk. The Group's overall financial risk management approach aims to identify, manage and mitigate these risks.
Explain when the loans were issued, the amounts outstanding, the interest rates and the repayment dates.
Page 52
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
22.Financial instruments - fair values and risk management (continued)
Market risk is the risk of loss that results from changes in market prices (commodity prices, interest rates and foreign exchange rates). The level of market risk to which the Group is exposed at a point in time varies depending on market conditions, expectations of future price or market rate movements. The Group is exposed to the foreign exchange risk due to its transaction in the foreign currency and the foreign operations.
Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in a foreign currency) and the Group’s net investments in foreign subsidiaries.
The company is exposed to both Operational and Transactional risk. Transaction risks are mitigated through maximising the use of local currency to mirror costs and sales and where necessary utilising effective currency transfers at optimal rates through third parties. Translation risk is accepted as a consequence of operating on a global basis.
The following tables demonstrate the sensitivity to a reasonably possible change in USD, AUD, Euro and INR exchange rates, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities.
A 5% decrease in exchange rates has same but opposite effect on profit before tax and pre tax equity.
Page 53
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
22.Financial instruments - fair values and risk management (continued)
Credit risk is the risk of loss associated with a counterparty's inability or failure to discharge its obligations under a contract. The Group is exposed to credit risk in its sale of goods and services, loan receivables and on its treasury activities. Counterparty credit exposures are monitored by individual counterparty and by a minimum threshold credit rating. There have been no material changes in the management of risk in the period or in the level of exposure to counterparties below investment grade.
The business continuously monitors its collections, identifying and escalating potential collection risks and then taking necessary steps to accelerate collections. An impairment analysis is performed at each reporting date by review of each customer to measure expected credit losses. The Group does not hold collateral as security. Ageing analysis of trade receivables is as follows, refer to note 14 for the movement in expected credit loss provision:
Credit risk from balances with banks and financial institutions is managed locally in accordance with the Group’s policy. Investments of surplus funds are made only with approved counterparties with approval of the board. Cash is utilised locally to manage operations and kept in local accounts as opposed to sweeping into a single global account.
Page 54
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
22.Financial instruments - fair values and risk management (continued)
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22.4 Liquidity risk management
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Liquidity risk is the risk that the Group is unable to meet its financial obligations as they fall due. The Group
experiences movements in its liquidity position due to the seasonal nature of its business. To mitigate this risk
the Group seeks to ensure there is sufficient liquidity to support the days to day operations and growth plans
through effective commercial driven management decisions. A Healthy Liquidity balance is achieved through
continuous assessment of investment decisions with a clear understanding of the returns and impacts on the
cash position of the company.
The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with
agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest
and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from
interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on
which the Group may be required to pay.
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Page 55
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
22.Financial instruments - fair values and risk management (continued)
22.5 Fair value measurements
This note provides information about how the Group determines fair values of various financial assets and liabilities.
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Fair value of financial assets and liabilities that are not measured at fair value (but fair value disclosures are required)
Except as detailed in the following table, the directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximates their fair values.
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Carrying amount
9 months ended
31 December
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- trade and other receivables
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- loan receivable & advances
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Financial liabilities held at amortised cost:
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- trade and other payables
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Page 56
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
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Related party transactions
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Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
Details of transactions between the Company and its related parties are disclosed below.
Interest on the above loans is charged at Bank of England rate plus 2%. No provision for expected credit loss for related parties was required (31 March 2024: nil). The loans are repayable on demand.
* A loan of £Nil (31 March 2024: £2,097,632) is granted during the year and repayment of all outstanding loan (31 March 2024: £785,000) is made including payment of interest. The interest charged on the loan during the year is £230,420 (31 March 2024: £14,680).
** A loan of £Nil (31 March 2024: £Nil) is advanced during the year. The outstanding loan includes accrued interest. An interest of £207 is charged during the year.
*** A loan of £600,000 is granted to Amity Solutions Global Holdings PTE Ltd during the year at an interest rate of Bank of England rate +2%. The interest accrued at the year end is £16,449.
The Directors of the Group are deemed key management personnel, and their remuneration is disclosed above in note 7.
The Group pays contributions into money purchase pension schemes for the benefit of certain employees. The assets of these schemes are held separately from those of the Group in independently administered funds.
Group
The pension cost charge represents contributions payable by the company to these funds and amounted to £96,655 (31 March 2024: £297,041).
Contributions of £29,235 (31 March 2024: £29,487) were payable to these funds at the balance sheet date.
Company
The pension cost charge represents contributions payable by the company to these funds and amounted to £41,234 (31 March 2024: £206,795).
Contributions of £12,706 (31 March 2024: £18,753) were payable to these funds at the balance sheet date.
Page 57
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MICRO PLUS SOFTWARE LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 9 MONTHS ENDED 31 DECEMBER 2024
Until 31 July 2024, the ultimate parent undertaking of Micro Plus Software Limited was AMMA SARL, a company registered in Luxembourg, which held 85% of the Company’s issued share capital. AMMA SARL is wholly owned by Antonio Martino, who was therefore considered the ultimate controlling party.
On 31 July 2024, AMITY SOLUTIONS GLOBAL HOLDINGS PTE. LTD., a company incorporated in Singapore, acquired 67% of the ordinary shares of Micro Plus Software Limited and became its immediate parent company.
The ultimate parent undertaking is Amity Corporation Limited which is registered in United Kingdom (England) and its registered office is: c/o Kreston Reeves LLP, Innovation House, Ramsgate Road, Sandwich, Kent, CT13 9FF.
Amity Corporation Limited is the parent of the largest group to consolidate the results of Micro Plus Software Limited. The consolidated financial statements of Amity Corporation Limited can be obtained from the Companies House.
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The Group's objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for their stakeholders. The Group monitors its current and projected capital position on a regular basis through cash flow forecasts, which consider different inputs including significant movements in commodity prices. In order to maintain the capital structure, the Group may adjust future distributions to shareholders.
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The Group is not subject to any externally imposed capital.
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9 months ended
31 December
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Cash and cash equivalents
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Non-current loans and borrowings
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Net debt to total equity ratio
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Events after the reporting date
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There have been no significant events affecting the company since the year end.
Page 58
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