Perforce Software UK Limited Company accounts

COMPANY REGISTRATION NUMBER: 03816019

Perforce Software UK Limited

Financial Statements

31 December 2024

Perforce Software UK Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Strategic report	1

Directors' report	3

Independent auditor's report to the members	5

Statement of income and retained earnings	9

Statement of financial position	10

Statement of cash flows	11

Notes to the financial statements	12

Perforce Software UK Limited

Strategic Report

Year ended 31 December 2024

Introduction The Directors present the Strategic Report and financial statements for the year ended 31 December 2024. Principal activities and business review, including key performance indicators The Company’s parent, Perforce Software Inc. is a market leading provider of DevOps software which enables and assists companies in addressing critical challenges across the software development cycle. Efficiency boosting, continuous testing, innovation acceleration, and streamlining complexity within development are critical offerings addressing the challenges and changes within the global market. Unrivalled quality enhancement in development and design offerings provide users from all organizations flawless end to end performance in IT infrastructure automation and provide the ability to deliver, update, monitor and secure software across physical and virtual machines, on premise or in the cloud. Perforce Software UK Limited is responsible for providing R&D and sales support services to its parent company operating a cost-plus arrangement. Our principal offices in the United Kingdom are located in Bracknell and Belfast. The Company is a subsidiary of Perforce Software, Inc., based in the United States. The ultimate parent company is Perforce Software Holdings, Inc., a company registered in the United States of America. The Company considers turnover and profit before tax as the key performance indicators. The Company’s turnover in the year was £8,835k (year ended 31 December 2023 - £8,287k), and profit before tax was £568k (year ended 31 December 2023 - £1,903k). As a cost-plus subsidiary, the turnover increase is directly related to the increase in operating expense. While turnover increased in 2024, profit decreased in comparison to 2023. This was due to the large gain on foreign currency in 2023. Net assets of of the Company as at 31 December 2024 increased to £8,053k (2023 - £7,630k). The Company has ongoing financial support from the wider group. Future developments The Company continues to be focused on R&D and sales support services for its American parent entity.

Principal risks and uncertainties UK businesses are facing uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from economic ripple effect on the global economy. The Directors have taken account on these potential impacts in their going concern assessment. The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business. In addition to the above, management of the business and the execution of the Company's strategy are subject to a number of risks, the main one is the commercial risk. A substantial portion of our group revenue is generated from the development and rapid release to the market of computer software products and therefore, there are commercial risks. In the extremely competitive industry in which we operate, product generation, development, and marketing processes are uncertain and complex, requiring accurate prediction of market trends and demands as well as successful management of various risks. Financial risk management objectives and policies Since the Company operates at a cost-plus subsidiary of the parent company’s intellectual property, financial risk such as credit, liquidity, foreign exchange and interest rate risks are managed at the parent company.

This report was approved by the board of directors on 12 September 2025 and signed on behalf of the board by:

M Goergen

Director

Registered office:

The Capitol Building Second Floor

Suite 3

Oldbury

Bracknell

United Kingdom

RG12 8FZ

Perforce Software UK Limited

Directors' Report

Year ended 31 December 2024

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

Directors

The directors who served the company during the year were as follows:

M Goergen
S Kilian
M Ties	(Resigned 1 January 2024)

Dividends

The directors do not recommend the payment of a dividend.

Going concern

The directors have considered the applicability of the going concern basis in the preparation of these financial statements. This included consideration of the transfer pricing arrangement in place, a review of financial results and cashflows which show, taking into account reasonably probable changes in financial performance, that the company will continue in operational existence for the foreseeable future for a period of at least 12 months from the date the financial statements are approved and signed.

On the basis of the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Disclosure of information in the strategic report

As permitted by paragraph of Schedule 7 to the Large and Medium-sized Companies and Group (Accounts and reports) Regulation 2008, certain matters which are required to be disclosed in Directors' Report have been omitted as they are included in the Strategic Report on page 1. These matters relate to the business review, future developments, pricipal risks and financial risk management objectives and policies.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board of directors on 12 September 2025 and signed on behalf of the board by:

M Goergen

Director

Registered office:

The Capitol Building Second Floor

Suite 3

Oldbury

Bracknell

United Kingdom

RG12 8FZ

Perforce Software UK Limited

Independent Auditor's Report to the Members of Perforce Software UK Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Perforce Software UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, statement of financial position, statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We assessed the susceptibility of the company's financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates. Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation. In addition, the company is subject to other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to its ability to operate or to avoid a material penalty. These include anti-bribery legislation and employment law. Audit response to risks identified We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance. We have reviewed management's assessment of how the company complies with the relevant laws and regulations. During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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. An auditor conducting an audit in accordance with ISAs (UK) is responsible for obtaining reasonable assurance that the financial statements taken as a whole are free from material misstatement, whether caused by fraud or error and in our audit procedures described above. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Conneely

(Senior Statutory Auditor)

For and on behalf of

Moore Kingston Smith LLP

Chartered accountants & statutory auditor

5 Godalming Business Centre

Woolsack Way

Godalming

Surrey

United Kingdom

GU7 1XW

15 September 2025

Perforce Software UK Limited

Statement of Income and Retained Earnings

Year ended 31 December 2024

		2024	2023
Note		£	£
Turnover	4	8,835,949	8,287,270

	------------	------------
Gross profit	8,835,949	8,287,270

Administrative expenses		( 8,267,528)	( 6,385,096)
		------------	------------
Operating profit	5	568,421	1,902,174

Other interest receivable and similar income	8	–	1,251
		------------	------------
Profit before taxation		568,421	1,903,425

Tax on profit	9	( 144,359)	( 355,172)
		---------	------------
Profit for the financial year and total comprehensive income		424,062	1,548,253
		---------	------------

Retained earnings at the start of the year	7,629,746	6,081,493
	------------	------------
Retained earnings at the end of the year	8,053,808	7,629,746
	------------	------------

All the activities of the company are from continuing operations.

Perforce Software UK Limited

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	10	222,503	312,648

Current assets

Debtors	11	9,443,519	9,892,995
Cash at bank and in hand		166,075	55,059
		------------	------------
		9,609,594	9,948,054

Creditors: amounts falling due within one year	12	( 1,742,587)	( 2,571,016)
		------------	------------
Net current assets		7,867,007	7,377,038
		------------	------------
Total assets less current liabilities		8,089,510	7,689,686

Provisions	13	( 35,602)	( 59,840)
		------------	------------
Net assets		8,053,908	7,629,846
		------------	------------

Capital and reserves

Called up share capital	17	100	100
Profit and loss account	18	8,053,808	7,629,746
		------------	------------
Shareholders funds		8,053,908	7,629,846
		------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 12 September 2025 , and are signed on behalf of the board by:

M Goergen

Director

Company registration number: 03816019

Perforce Software UK Limited

Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	£	£

Cash flows from operating activities

Profit for the financial year	424,062	1,548,253

Adjustments for:
Depreciation of tangible assets	172,196	186,909
Other interest receivable and similar income	–	( 1,251)
Loss on disposal of tangible assets	–	96
Tax on profit	144,359	355,172

Changes in:
Trade and other debtors	( 1,978)	108,545
Trade and other creditors	197,812	300,904
	---------	------------
Cash generated from operations	936,451	2,498,628

Interest received	–	1,251
Tax paid	( 328,625)	( 87,714)
	---------	------------
Net cash from operating activities	607,826	2,412,165
	---------	------------

Cash flows from investing activities

Purchase of tangible assets	( 82,051)	( 88,572)
	---------	------------
Net cash used in investing activities	( 82,051)	( 88,572)
	---------	------------

Cash flows from financing activities

Proceeds from loans from group undertakings	( 414,759)	( 2,604,015)
	---------	------------
Net cash used in financing activities	( 414,759)	( 2,604,015)
	---------	------------

Net increase/(decrease) in cash and cash equivalents	111,016	( 280,422)
Cash and cash equivalents at beginning of year	55,059	335,481
	---------	---------
Cash and cash equivalents at end of year	166,075	55,059
	---------	---------

Perforce Software UK Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The principal activity of the Company is the provision of sales and marketing support services to the parent company and the principal place of business is the same as the address of the registered office.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The directors have considered the applicability of the going concern basis in the preparation of these financial statements. This included consideration of the transfer pricing arrangement in place, a review of financial results and cashflows which show, taking into account reasonably probable changes in financial performance, that the company will continue in operational existence for the foreseeable future for a period of at least 12 months from the date the financial statements are approved and signed. On the basis of the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of Perforce Intermediate Holding LLC, a company incorporated in the United States of America , which may be obtained at 400 North 1st Avenue, Suite 400 Minneapolis, MN 55401. The company has taken advantage of the following disclosure exemptions under FRS 102: (a) the requirements of Section 11 'Basic Financial Instruments' paragraphs 11.39, 11.41 to 11.48A and the requirements of Section 12 'Other Financial Instruments Issues' paragraphs 12.26 to 12.29;and (b) the requirements of Section 33 'Related Party Disclosures', paragraph 33.7

Judgements and key sources of estimation uncertainty

In applying the accounting policies, the directors have made no critical accounting judgements, estimates and assumptions about the carrying amount of the assets and liabilities.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Intercompany revenue Revenue from the parent company represents amounts receivable for providing sales and marketing support services, net of VAT and trade discounts. Revenue is recognised on a cost plus 7% basis. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Leasehold Improvements	-	Over the term of the lease- 5 years
Plant and machinery	-	33% straight line
Fixtures and fittings	-	33% straight line
Equipment	-	33% straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Debtors

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

Cash and cash equivalents

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

Creditors

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

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued for at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues of FRS 102 to all of its financial instruments. Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and 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 and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. Classification of 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 deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow Company companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost. using the effective interest rate method. Financial liabilities held at fair value Debt instruments where the contractual returns, repayment of the principal, or other terms (such as prepayment provisions or term extensions) do not meet the conditions to be measured at amortised cost, are subsequently measured at fair value through profit or loss, unless fair value measurement is not permitted by law, or the debt instrument gives rise to cash flows on specified dates that constitute repayment of the principal advanced, together with reasonable compensation for the time value of money, credit risk and other basic lending risks and costs and does not have contractual terms which introduce exposure to unrelated risks or volatility. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire. Equity instruments Equity instruments issued by the Company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	£	£
Rendering of services	8,880,466	8,287,270
	------------	------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	2024	2023
	£	£
Depreciation of tangible assets	172,197	186,910
Loss on disposal of tangible assets	–	95
Foreign exchange differences	( 10,970)	( 1,360,622)
Operating lease rentals	446,444	396,157
	---------	------------

6. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	10,000	10,000
	--------	--------

Fees payable to the company's auditor and its associates for other services:

Other non-audit services	1,500	1,500
	--------	--------

7. Staff costs

The average number of persons employed by the company during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Administrative staff	62	62
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	£	£
Wages and salaries	5,188,917	4,919,180
Social security costs	744,174	668,555
Other pension costs	161,199	140,450
	------------	------------
	6,094,290	5,728,185
	------------	------------

The directors received no remuneration during the year (2023; £nil). The directors are considered to be the key management personnel.

8. Other interest receivable and similar income

	2024	2023
	£	£
Other interest receivable and similar income	–	1,251
	----	-------

9. Tax on profit

Major components of tax expense

	2024	2023
	£	£

Current tax:

UK current tax expense	168,597	362,197
Foreign current tax expense	–	14,142
	---------	---------
Total current tax	168,597	376,339
	---------	---------

Deferred tax:

Origination and reversal of timing differences	( 24,238)	( 21,167)
	---------	---------
Tax on profit	144,359	355,172
	---------	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is higher than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 23.50 %).

	2024	2023
	£	£
Profit on ordinary activities before taxation	568,421	1,903,425
	---------	------------
Profit on ordinary activities by rate of tax	142,105	447,305
Effect of expenses not deductible for tax purposes	6,806	2,695
Effect of capital allowances and depreciation	19,686	19,794
Utilisation of tax losses	–	( 107,597)
Foreign tax	–	14,142
Deferred tax	(24,238)	(21,167)
	---------	------------
Tax on profit	144,359	355,172
	---------	------------

10. Tangible assets

	Leasehold improvements	Furniture & fixtures	Computer equipment	Total
	£	£	£	£
Cost
At 1 January 2024	103,616	73,292	644,764	821,672
Additions	–	–	82,051	82,051
Disposals	–	–	( 129,967)	( 129,967)
	---------	--------	---------	---------
At 31 December 2024	103,616	73,292	596,848	773,756
	---------	--------	---------	---------
Depreciation
At 1 January 2024	64,048	63,420	381,556	509,024
Charge for the year	24,991	9,872	137,333	172,196
Disposals	–	–	( 129,967)	( 129,967)
	---------	--------	---------	---------
At 31 December 2024	89,039	73,292	388,922	551,253
	---------	--------	---------	---------
Carrying amount
At 31 December 2024	14,577	–	207,926	222,503
	---------	--------	---------	---------
At 31 December 2023	39,568	9,872	263,208	312,648
	---------	--------	---------	---------

11. Debtors

	2024	2023
	£	£
Amounts owed by group undertakings	9,278,752	9,716,621
Prepayments and accrued income	134,967	134,072
Other debtors	29,800	42,302
	------------	------------
	9,443,519	9,892,995
	------------	------------

12. Creditors: amounts falling due within one year

	2024	2023
	£	£
Trade creditors	256,949	46,929
Amounts owed to group undertakings	–	854,713
Accruals and deferred income	1,094,763	1,105,034
Corporation tax	128,597	288,625
Social security and other taxes	262,278	275,715
	------------	------------
	1,742,587	2,571,016
	------------	------------

13. Provisions

	Deferred tax (note 14)
	£
At 1 January 2024	59,840
Additions	( 24,238)
	--------
At 31 December 2024	35,602
	--------

14. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2024	2023
	£	£
Included in provisions (note 13)	35,602	59,840
	--------	--------

The deferred tax account consists of the tax effect of timing differences in respect of:

	2024	2023
	£	£
Accelerated capital allowances	40,155	59,840
Pension plan obligations	( 4,553)	–
	--------	--------
	35,602	59,840
	--------	--------

15. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 161,199 (2023: £ 140,450 ).

16. Financial instruments

The carrying amount for each category of financial instrument is as follows:

	2024	2023
	£	£

Financial assets that are debt instruments measured at amortised cost

Financial assets that are debt instruments measured at amortised cost	9,444,827	9,771,680
	------------	------------

Financial liabilities measured at amortised cost

Financial liabilities measured at amortised cost	1,351,712	2,006,676
	------------	------------

17. Called up share capital

Issued and called up

	2024		2023
	No.	£	No.	£
Ordinary shares of £ 1 each	100	100	100	100
	----	----	----	----

Shares issued and partly paid

	2024		2023
	No.	£	No.	£
Ordinary shares - £– paid of £ 1 each	100	–	100	–
	----	----	----	----

The share has a voting right but no right to fixed income.

18. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

19. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	£	£	£
Cash at bank and in hand	55,059	111,016	166,075
Debt due within one year	(854,713)	854,713	–
	---------	---------	---------
	( 799,654)	965,729	166,075
	---------	---------	---------

20. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	2024	2023
	£	£
Not later than 1 year	228,783	392,199
Later than 1 year and not later than 5 years	–	228,783
	---------	---------
	228,783	620,982
	---------	---------

21. Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.

22. Controlling party

The immediate parent company is Perforce Software Inc, a company incorporated in the USA. The smallest and largest group for which consolidated accounts are drawn up is headed by Perforce Intermediate Holding LLC, a company incorporated in the USA. Its principle place of business is Perforce Software Headquarters, 400 North 1st Avenue, Suite 400 Minneapolis, MN 55401. The Directors do not consider there to be one ultimate controlling party.