Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31truetruetruefalse2024-01-01design, production and marketing of computer software214222falsefalse 01656218 2024-01-01 2024-12-31 01656218 2023-01-01 2023-12-31 01656218 2024-12-31 01656218 2023-12-31 01656218 2023-01-01 01656218 4 2024-01-01 2024-12-31 01656218 4 2023-01-01 2023-12-31 01656218 d:CompanySecretary1 2024-01-01 2024-12-31 01656218 d:Director1 2024-01-01 2024-12-31 01656218 d:Director2 2024-01-01 2024-12-31 01656218 d:Director3 2024-01-01 2024-12-31 01656218 d:RegisteredOffice 2024-01-01 2024-12-31 01656218 e:Buildings e:LongLeaseholdAssets 2024-01-01 2024-12-31 01656218 e:Buildings e:LongLeaseholdAssets 2024-12-31 01656218 e:Buildings e:LongLeaseholdAssets 2023-12-31 01656218 e:Buildings e:ShortLeaseholdAssets 2024-01-01 2024-12-31 01656218 e:MotorVehicles 2024-01-01 2024-12-31 01656218 e:OfficeEquipment 2024-01-01 2024-12-31 01656218 e:OfficeEquipment 2024-12-31 01656218 e:OfficeEquipment 2023-12-31 01656218 e:OfficeEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01656218 e:ComputerEquipment 2024-01-01 2024-12-31 01656218 e:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 01656218 e:OtherPropertyPlantEquipment 2024-12-31 01656218 e:OtherPropertyPlantEquipment 2023-12-31 01656218 e:OtherPropertyPlantEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01656218 e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01656218 e:Goodwill 2024-12-31 01656218 e:Goodwill 2023-12-31 01656218 e:CurrentFinancialInstruments 2024-12-31 01656218 e:CurrentFinancialInstruments 2023-12-31 01656218 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 01656218 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 01656218 f:UnitedKingdom 2024-01-01 2024-12-31 01656218 f:UnitedKingdom 2023-01-01 2023-12-31 01656218 f:RestWorldOutsideUK 2024-01-01 2024-12-31 01656218 f:RestWorldOutsideUK 2023-01-01 2023-12-31 01656218 e:UKTax 2024-01-01 2024-12-31 01656218 e:UKTax 2023-01-01 2023-12-31 01656218 e:ShareCapital 2024-12-31 01656218 e:ShareCapital 2023-12-31 01656218 e:ShareCapital 2023-01-01 01656218 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 01656218 e:RetainedEarningsAccumulatedLosses 2024-12-31 01656218 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 01656218 e:RetainedEarningsAccumulatedLosses 2023-12-31 01656218 e:RetainedEarningsAccumulatedLosses 2023-01-01 01656218 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 01656218 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 01656218 e:TaxLossesCarry-forwardsDeferredTax 2024-12-31 01656218 e:TaxLossesCarry-forwardsDeferredTax 2023-12-31 01656218 d:OrdinaryShareClass1 2024-01-01 2024-12-31 01656218 d:OrdinaryShareClass1 2024-12-31 01656218 d:OrdinaryShareClass1 2023-12-31 01656218 d:FRS102 2024-01-01 2024-12-31 01656218 d:Audited 2024-01-01 2024-12-31 01656218 d:FullAccounts 2024-01-01 2024-12-31 01656218 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 01656218 e:Subsidiary1 2024-01-01 2024-12-31 01656218 e:Subsidiary1 1 2024-01-01 2024-12-31 01656218 e:Subsidiary2 2024-01-01 2024-12-31 01656218 e:Subsidiary2 1 2024-01-01 2024-12-31 01656218 e:WithinOneYear 2024-12-31 01656218 e:WithinOneYear 2023-12-31 01656218 e:BetweenOneFiveYears 2024-12-31 01656218 e:BetweenOneFiveYears 2023-12-31 01656218 e:MoreThanFiveYears 2024-12-31 01656218 e:MoreThanFiveYears 2023-12-31 01656218 2 2024-01-01 2024-12-31 01656218 6 2024-01-01 2024-12-31 01656218 e:Goodwill e:OwnedIntangibleAssets 2024-01-01 2024-12-31 01656218 g:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 01656218









MRI SOFTWARE EMEA LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
MRI SOFTWARE EMEA LIMITED
 
 
COMPANY INFORMATION


Directors
J A Ensign 
P J Ghilani 
R Telerman 




Company secretary
J A Ensign



Registered number
01656218



Registered office
9 King Street

London

EC2V 8EA




Independent auditors
Barnes Roffe Audit Limited
Chartered Accountants & Stautory Auditors

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA





 
MRI SOFTWARE EMEA LIMITED
 

CONTENTS



Page
Strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of comprehensive income
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 26


 
MRI SOFTWARE EMEA LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report accompanying the financial statements for the period ended 31 December 2024.

Business review
 
The profit before tax for the year ended 31 December 2024 is £16.9m, an increase on the prior year profit before tax of £11.0m.
Turnover increased from £43.6m for the period ended 31 December 2023 to £46.7m for the year ended 31 December 2024, representing a 6.9% year-on-year increase. This is primarily the result of an increase in recurring revenue, from new sales closed during the year. 
Following this strong result, the directors remain confident in the company’s core financial metrics and long-term prospects.

Principal risks and uncertainties
 
The principal risks and uncertainties faced by the company are those of general market and economic risks in common with other businesses in the current economic climate. The directors aim to manage these risks and uncertainties going forward in order to maintain and improve on the current level of performance.

Financial key performance indicators
 
The key financial performance indicators are as follows:
- Revenue per employee
- Ratio of employment costs to annually recurring revenue
- Ratio of recurring revenue to total revenue
The directors consider the above ratios to be at acceptable levels for the period ended 31 December 2024.


This report was approved by the board on 24 September 2025 and signed on its behalf.



R Telerman
Director

Page 1

 
MRI SOFTWARE EMEA LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £12,638,375 (2023 - £9,102,987).

Dividends paid during the year were £Nil (2023: £Nil). The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

J A Ensign 
P J Ghilani 
R Telerman 

Future developments

The company is budgeted to continue to trade profitably and to pursue opportunities to improve its performance and financial position in the year to 31 December 2025.

Page 2

 
MRI SOFTWARE EMEA LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 24 September 2025 and signed on its behalf.
 





R Telerman
Director

Page 3

 
MRI SOFTWARE EMEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MRI SOFTWARE EMEA LIMITED
 

Opinion


We have audited the financial statements of MRI Software EMEA Limited (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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 4

 
MRI SOFTWARE EMEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MRI SOFTWARE EMEA LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
MRI SOFTWARE EMEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MRI SOFTWARE EMEA 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: 
• The engagement partner ensured that the engagement team collectively had the appropriate     competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
• We identified the laws and regulations applicable to the company through discussion with directors and    other management, and from our commercial knowledge and experience of the software and technology   sector in which the company operates;
• The specific laws and regulations which we considered may have a direct material effect on the financial   statements or the operations of the company, are as follows;
           o Companies Act 2006
           o FRS102
           o Health and Safety legislation
           o Employment legislation
           o  Tax legislation 
• We assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management, reviewing board minutes and inspecting relevant legal and other      correspondence; and
• Laws and regulations were communicated within the audit team at the planning meeting, and during the    audit as any further laws and regulation were identified. The audit team remained alert to instances of    non-compliance throughout the audit. 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: 
• Making enquires of management as to where they consider there was susceptibility to fraud and their    knowledge of actual suspected and alleged fraud; 
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates,    including certain year end accruals and provisions, were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the    company’s usual course of business. 
 
Page 6

 
MRI SOFTWARE EMEA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MRI SOFTWARE EMEA LIMITED (CONTINUED)



The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made;
• Management override of controls; and 
• Posting of unusual journals or transactions.
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.


Use of our report
 

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





Mario Cientanni (Senior statutory auditor)
for and on behalf of
Barnes Roffe Audit Limited
Chartered Accountants & Stautory Auditors
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA

 
Date: 
26 September 2025
Page 7

 
MRI SOFTWARE EMEA LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

Turnover
 4 
46,656,243
43,636,507

Cost of sales
  
(1,119,968)
(1,311,765)

Gross profit
  
45,536,275
42,324,742

Administrative expenses
  
(28,608,227)
(31,328,733)

Other operating income
 5 
11,230
-

Operating profit
 6 
16,939,278
10,996,009

Interest receivable and similar income
 9 
401
23,448

Interest payable and similar expenses
 10 
(31,494)
(6,457)

Profit before tax
  
16,908,185
11,013,000

Tax on profit
 11 
(4,269,810)
(1,910,013)

Profit for the financial year
  
12,638,375
9,102,987

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 11 to 26 form part of these financial statements.

Page 8

 
MRI SOFTWARE EMEA LIMITED
REGISTERED NUMBER: 01656218

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
1,397,774
1,592,813

Tangible assets
 13 
2,366,414
3,236,816

Investments
 14 
2,757,581
2,757,581

  
6,521,769
7,587,210

Current assets
  

Debtors: amounts falling due within one year
 15 
92,759,164
75,772,465

Cash at bank and in hand
 16 
-
135,361

  
92,759,164
75,907,826

Creditors: amounts falling due within one year
 17 
(41,988,195)
(38,688,991)

Net current assets
  
 
 
50,770,969
 
 
37,218,835

Total assets less current liabilities
  
57,292,738
44,806,045

Provisions for liabilities
  

Deferred tax
 18 
(181,333)
(333,015)

  
 
 
(181,333)
 
 
(333,015)

Net assets
  
57,111,405
44,473,030


Capital and reserves
  

Called up share capital 
 19 
100
100

Profit and loss account
  
57,111,305
44,472,930

  
57,111,405
44,473,030


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R Telerman
Director

Date: 24 September 2025

The notes on pages 11 to 26 form part of these financial statements.

Page 9

 
MRI SOFTWARE EMEA LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2024
100
44,472,930
44,473,030



Profit for the year
-
12,638,375
12,638,375


At 31 December 2024
100
57,111,305
57,111,405



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100
35,369,943
35,370,043



Profit for the year
-
9,102,987
9,102,987


At 31 December 2023
100
44,472,930
44,473,030


The notes on pages 11 to 26 form part of these financial statements.

Page 10

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

MRI Software EMEA Limited (Company number: 01656218), having its registered office and principal place of business at 9 King Street, London, EC2V 8EA, is a private company limited by share capital and  incorporated in England and Wales.
The principal activity of the company during the period continued to be that of the sale of software licences, development projects performed for clients and fees derived from installation, implementation, consultancy, training and maintenance.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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 MRI Software Limited as at 31 December 2024 and these financial statements may be obtained from 9 King Street, London, EC2V 8EA.

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 11

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

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

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

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue

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

Rendering of services

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

Licence revenue, including SaaS (Software-as-a-Service) contracts and similar contracts which include maintenance and software support, is recognised from the point at which the customer makes a commitment to purchase the product, and will then be recognised on a straight line basis over the life of the contract.
Income from development and consultancy, including training, is recognised as these services are provided to the customer.

Page 12

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the company as lessee

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

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

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives. 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.
 

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Pensions

Defined contribution pension plan

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

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

Page 13

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.12

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of comprehensive income over its useful economic life (10-20 years).

 
2.13

Tangible fixed assets

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

Page 14

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following bases:


Short-term leasehold property
-
over the life of the lease
Motor vehicles
-
30% reducing balance
Office equipment
-
20%-33% straight line
Computer equipment
-
33% straight line

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

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

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

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

 
2.16

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.

 
2.17

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.

Page 15

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

The company operates defined contribution plans 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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plans are held separately from the company in independently administered funds. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.


 
2.19

Financial instruments

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.

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.

Basic 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.



 
Page 16

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

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 omitted where the effect of discounting is immaterial.

  
2.20

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or GCU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows (GCUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

a) Critical judgements in applying the company's accounting policies
No significant judgements have had to be made by the company in preparing these financial statements.
b) Key accounting estimates and assumptions
Useful economic lives of intangible and tangible fixed assets
The company has made key assumptions regarding the useful economic life of intangible fixed assets and tangible fixed assets and this is further described in note 2.12 and 2.13 of accounting policies. 
Bad debt provision
The company has made key estimates in respect of the level of bad debt provision required. A general provision is held, as well as specific provisions being made where the recoverability of debts is uncertain. Provisions carried at the year end are £983,148 (2023: £1,157,662).
Commissions and bonus accruals
The company makes key estimates in respect of the level of commissions and bonuses to accrue into the financial statements at the year end. Management makes this estimate based on the bookings made and the corresponding remuneration package as at the year end for commissions and an expected percentage of salary regarding bonuses. Provisions carried at the year end are £249,159 (2023: £659,794) for commissions and £608,627 (2023: £765,832) for bonuses.

Page 17

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

The whole of the turnover is attributable to the principal activity of the company, which continued to be the sale of software licences, development projects performed for clients and fees derived from installation, implementation, consultancy, training and maintenance.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
43,664,624
40,838,515

Rest of the world
2,991,619
2,797,992

46,656,243
43,636,507



5.


Other operating income

2024
2023
£
£

Sundry income
11,230
-

11,230
-



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
918,425
1,177,833

Amortisation of intangible assets
195,039
195,039

Exchange differences
(13,342)
(15,275)

Other operating lease rentals
790,212
803,291


7.


Auditors' remuneration

2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
27,000
25,800
The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

Page 18

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
15,473,186
16,765,077

Social security costs
1,955,220
1,976,960

Cost of defined contribution scheme
621,385
613,528

18,049,791
19,355,565


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


        2024
        2023
            No.
            No.







Directors
3
3



Office, management, sales and administration
211
219

214
222

The directors did not receive any remuneration from the company in the year £Nill (2023: £Nil).


9.


Interest receivable

2024
2023
£
£


Other interest receivable
401
23,448

401
23,448


10.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
-
6,457

Interest payable on corporation tax
31,494
-

31,494
6,457

Page 19

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
4,438,704
2,603,354

Adjustments in respect of previous periods
(17,212)
(390,914)

Total current tax
4,421,492
2,212,440

Deferred tax


Origination and reversal of timing differences
(151,682)
(302,427)

 
4,269,810
 
1,910,013

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%/25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
16,908,185
11,013,000


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
4,227,046
2,590,318

Effects of:


Non-tax deductible amortisation of goodwill and impairment
48,760
45,874

Expenses not deductible/(income not taxable) for tax purposes, other than goodwill amortisation and impairment
(9,947)
(632)

Capital allowances for year lower than/(in excess of) depreciation
205,571
225,173

Adjustments to tax charge in respect of prior periods
(17,212)
(390,914)

Deferred tax movement
(151,682)
(302,427)

Group relief
(32,726)
(257,379)

Total tax charge/(credit) for the year
4,269,810
1,910,013


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Intangible assets




Goodwill

£



Cost


At 1 January 2024
3,315,654



At 31 December 2024

3,315,654



Amortisation


At 1 January 2024
1,722,841


Charge for the year on owned assets
195,039



At 31 December 2024

1,917,880



Net book value



At 31 December 2024
1,397,774



At 31 December 2023
1,592,813



Page 21

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Short-term leasehold property
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2024
4,502,109
277,567
3,138,851
7,918,527


Additions
48,302
-
170
48,472


Disposals
-
(549)
-
(549)



At 31 December 2024

4,550,411
277,018
3,139,021
7,966,450



Depreciation


At 1 January 2024
1,976,485
235,377
2,469,849
4,681,711


Charge for the year on owned assets
390,979
25,745
501,701
918,425


Disposals
-
(100)
-
(100)



At 31 December 2024

2,367,464
261,022
2,971,550
5,600,036



Net book value



At 31 December 2024
2,182,947
15,996
167,471
2,366,414



At 31 December 2023
2,525,624
42,190
669,002
3,236,816

Page 22

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments





Investments in subsidiary companies
Loans to subsidiaries
Total

£
£
£



Cost or valuation


At 1 January 2024
2,991,687
321,494
3,313,181



At 31 December 2024

2,991,687
321,494
3,313,181



Impairment


At 1 January 2024
555,600
-
555,600



At 31 December 2024

555,600
-
555,600



Net book value



At 31 December 2024
2,436,087
321,494
2,757,581



At 31 December 2023
2,436,087
321,494
2,757,581


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

MRI Software 3 Limited (UK)
9 King Street, London, EC2V 8EA
Sale of software, implementation, consultancy, training and maintenance.
Ordinary
100%
Engage Property Technology Ltd (UK)
As above
As above
Ordinary
100%

Page 23

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

2024
2023
£
£


Trade debtors
21,880,564
23,007,395

Amounts owed by group undertakings
69,826,790
51,478,979

Other debtors
1,124
113

Prepayments and accrued income
1,050,686
1,285,978

92,759,164
75,772,465



16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
-
135,361

-
135,361



17.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
435,406
601,679

Amounts owed to group undertakings
6,027,688
5,415,705

Corporation tax
776,636
433,650

Other taxation and social security
1,877,805
1,757,425

Other creditors
123,660
24,404

Accruals and deferred income
32,747,000
30,456,128

41,988,195
38,688,991


Page 24

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Deferred taxation




2024
2023


£

£






At beginning of year
(333,015)
(635,442)


(Charged)/credited to profit or loss
151,682
302,427



At end of year
(181,333)
(333,015)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
427,120
622,431

Other timing differences
(245,787)
(289,416)

181,333
333,015


19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



400 (2023 - 400) Ordinary shares of £0.25 each
100
100



20.


Contingent liabilities

A cross-guarantee exists in favour of the parent company's bankers, Golub, to cover borrowings of the parent company and its group. The guarantee is held in MRI Software LLC, the parent company of the group. At 31 December 2024 the net potential exposure in respect of this guarantee was £2,744m (2024: £2,396m). This figure is in respect of the gross borrowings, by the parent company and the entire worldwide group, and does not take into account the underlying assets of the various group companies. The directors believe the possibility of the company being called to satisfy the guarantee as remote and have therefore made no provision in these accounts in respect of this matter.


21.


Pension commitments

The company operates defined contribution pension schemes.  The assets of these schemes are held separately from those of the company in independently administered funds.  The pension cost charge represents contributions payable by the company to these funds and amounted to £621,385 (2023: £613,528). Contributions totalling £123,660 (2023: £6,982) were payable to these funds at the Balance Sheet date and are included in other creditors.

Page 25

 
MRI SOFTWARE EMEA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Commitments under operating leases

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

2024
2023
£
£


Not later than 1 year
785,000
785,000

Later than 1 year and not later than 5 years
2,355,000
2,355,000

Later than 5 years
1,373,751
2,207,813

4,513,751
5,347,813


23.


Controlling party

The ultimate parent company in the UK is MRI Software Limited, a company incorporated in England and Wales. MRI Software Limited produces financial statements incorporating the results of MRI Software EMEA Limited which can be obtained from 9 King Street, London, EC2V 8EA.
MRI Software Limited is a wholly owned subsidiary of MRI Software LLC, a limited liability company incorporated in Delaware, USA.  The ultimate parent company is MRI Intermediate Holdings LLC, a limited liability company incorporated in Delaware, USA.

 
Page 26