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Registered number:
For the Year Ended
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Onefile Ltd
Company Information
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Onefile Ltd
Contents
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Onefile Ltd
Strategic Report
For the Year Ended 31 December 2024
The Directors present their report and the audited financial statements for the year ended 31 December 2024.
Onefile Ltd ('the Company') is a private company limited by shares and is incorporated, registered and domiciled in the United Kingdom and the registered number is 04404879. The address of the registered office is 6th Floor Corner Block, Quay Street Manchester M3 3HN.
The company's principal activity is that of providing software and related consultancy.
The profit before taxation was £3,605,532 (Dec 2023: £2,668,885) and net assets were £4,694,410 (Dec 2023: £3,895,496). Turnover achieved in the period amounted to £9,916,843 (Dec 2023: £8,792,910). This increase in revenue came from three main sources, increased sales of new and existing products to our existing customer base, as well as a full year of trading the Tracker acquisition compared to nine months in the prior year. The board monitors a number of key performance indicators including revenue and cash generation. Onefile developed a new product aimed at assisting our customers in reducing the level of drop out from their apprenticeship courses, a key target set by Government. This product was launched in the autumn and has been adopted by a number of key customers. Onefile is a subsidiary of Constellation Software UK Holdco Limited who ultimate parent is Constellation Software Inc (a company listed on the Canadian stock exchange).
Page 1
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Onefile Ltd
Strategic Report (continued)
For the Year Ended 31 December 2024
The key risks and uncertainties impacting on the Company relate to the following:
Competition from other providers in the marketplace. As the eportfolio marketplace in the UK is a competitive space we face stiff competition from other providers in the marketplace. We continue to invest in our core products and research new and existing offerings to enable the business to effectively respond to these pressures. A breach of physical or data security, cyber attacks or IT systems failure could have an adverse impact on our customers' operations. Information systems are designed to be robust and to comply with relevant accreditation standards (ISO27001). Mandatory security awareness training for all staff also mitigates this risk. Political risk is a factor for Onefile. The apprenticeship market is a highly regulated industry which is exposed to changes in legislation which could impact funding streams available to our customers. It is to be noted however that the overall political landscape in the UK is favourable to the apprenticeship sector. The Company operates in highly regulated environments and recognises that its operations have the potential to have an impact on a variety of stakeholders. The Company's robust policies, procedures and mandatory training define clear expectations for the Company and its employees. Key areas of focus include security of personal and Company and client data, health, safety and environment. Onefile adopts a zero-tolerance approach to bribery and corruption amongst staff and in its supply chain. Financial Risk Management The Company is exposed to a variety of financial risks as a result of its operations that include the effects of changes in foreign exchange risk, interest rate risk, credit risk and liquidity risk. Credit risk Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations. To mitigate this risk the Company performs credit checks as appropriate and only contracts with customers who meet certain creditworthiness requirements. Liquidity risk The Company has a low liquidity risk as it is cash generative and retains sufficient cash within the business to ensure it has available funds for its operations. The cash reserves and working capital requirements are monitored continuously. Price risk Price risk is managed by continual review of commercial prices and review of competitors. Furthermore price risk is assessed and future price risk mitigated on negotiation of contracts with customers.
The board monitors a number of key performance indicators including revenue and cash generation. They are measured on a monthly basis with internal management reports.
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Onefile Ltd
Strategic Report (continued)
For the Year Ended 31 December 2024
This report was approved by the board and signed on its behalf.
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Onefile Ltd
Directors' Report
For the Year Ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £2,798,914 (2023 -£2,427,035).
Dividends totalling £2,000,000 (2023: £nil) were paid during the year ended 31 December 2024.
The directors who served during the year were:
The Company expects to continue operating with its principal activity as outlined in the Strategic Report for the foreseeable future.
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Onefile Ltd
Directors' Report (continued)
For the Year Ended 31 December 2024
There have been no significant events affecting the Company since the year end.
The auditors, Hurst Accountants 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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Onefile Ltd
Independent Auditors' Report to the Members of Onefile Ltd
We have audited the financial statements of Onefile Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
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Onefile Ltd
Independent Auditors' Report to the Members of Onefile Ltd (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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Onefile Ltd
Independent Auditors' Report to the Members of Onefile Ltd (continued)
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:
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
−Identifying, evaluating, and complying with laws and regulations
−Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Onefile Ltd
Independent Auditors' Report to the Members of Onefile Ltd (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
SK1 3GG
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Onefile Ltd
Statement of Comprehensive Income
For the Year Ended 31 December 2024
Page 10
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Onefile Ltd
Registered number: 04404879
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 28 form part of these financial statements.
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Onefile Ltd
Statement of Changes in Equity
For the Year Ended 31 December 2024
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Onefile Ltd is a private company limited by share capital incorporated in England and Wales, registered number 04404879. The address of the registered office and principal place of business is 6th Floor, Corner Block Quay Street Manchester M3 3HN.
The nature of the company's operations and its principal activity is that of providing software and related consultancy.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Constellation Software Inc as at 31 December 2024 and these financial statements may be obtained from https://www.csisoftware .com/.
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Customer relationships and intellectual property
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. There are no estimates considered to have a significant effect on the amounts recognised in the financial statements.
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Page 20
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Page 21
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
10.Taxation (continued)
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Page 23
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Page 24
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Page 25
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Holders of Ordinary A and B shares are entitled to attend and vote at general meetings, receive dividends, and participate in the distribution of assets upon winding up. The Ordinary A and B shares are non-redeemable.
Holders of Ordinary E and F shares do not have any voting rights but are entitled to receive dividends and participate in the distribution of assets upon winding up. The Ordinary E and F shares are non-redeemable.
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
Share premium account
Capital redemption reserve
Profit and loss account
The Company operates a defined contribution pension scheme. The pension contribution charge for the year represented the contributions payable by the Company to the scheme and amounted to £162,577 (2023: £161,906). The outstanding amount payable at the year end is £29,973 (2023: £29,808).
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Onefile Ltd
Notes to the Financial Statements
For the Year Ended 31 December 2024
The immediate parent company is Constellation Software UK Holdco Ltd (Company number 09206065).
The largest and smallest group in which the results are consolidated is that headed by Constellation Software Inc. (Toronto, ON, Canada). Constellation Software Inc is also the ultimate controlling party of the Company. The consolidated accounts of Constellation Software Inc are available to the public and may be obtained from www.csisoftware.com/category/stat-filings.
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