Company registration number 03478376 (England and Wales)
CODESTONE SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
CODESTONE SOLUTIONS LIMITED
COMPANY INFORMATION
Directors
J Bucknell
D Bolger
D Sackett
(Appointed 16 October 2023)
M Ames
W Etchell
(Appointed 4 November 2024)
Company number
03478376
Registered office
Link House
25 West Street
Poole
Dorset
BH15 1LD
Auditor
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
CODESTONE SOLUTIONS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 24
CODESTONE SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -
The directors present the strategic report for the year ended 30 September 2024.
Review Of The Business
This year’s performance has met the Board’s expectations, achieving turnover growth of 21% to £33.5m from £27.7m a year earlier. Our journey from a founder-led venture 25+ years ago to today’s mid-market digital transformation leader has been shaped by growth, innovation, and people. In the past year, we served almost 1,000 clients, retained more than 95% of our top talent, and achieved an +40 client NPS, showcasing our commitment to excellence benefits both our clients and our team.
Our journey over the past few years has combined organic growth with the strategic acquisitions of Clarivos, DSCallards, and Cloud Business between May 2022 and February 2024. These acquisitions account for 40% of our nearly 300 strong team and have expanded our capabilities to deliver an even broader range of high-value solutions, from ‘office of the CFO’ transformation and analytics, to 24/7/365 IT managed services, and advanced cybersecurity with AI-enabled SOC. Today, our talented teams which span across 8 countries work seamlessly to connect our clients’ most critical needs with comprehensive, end-to-end solutions.
Innovation That Moves Business Forward
Innovation at Codestone is rooted in solving real problems for real businesses. We know that ERP systems are central to how organisations run, so we’ve focused on making them faster to deploy, easier to manage, and more effective from day one. Our ‘INSIGHT’ for Finance solution allows businesses to implement Cloud ERP and Analytics in just a few weeks, with cost certainty built in.
We’ve also expanded the INSIGHT range to support planning and consolidation needs, adapting to different languages and regional requirements. This is powered by the tools and knowledge we’ve built over years of hands-on experience.
Security is a core part of everything we deliver. With CyberCare, we’ve developed AI-driven protection for the systems our clients rely on most. And through CloudCare, we provide fully managed IT and application support so teams can stay focused on what matters.
We don’t build solutions in isolation. Our team stays connected to the market and works closely with clients to develop tools and services that genuinely support how they operate and grow.
Client Success, Shared Growth
Our work is driven by purpose.
We help our clients thrive through meaningful digital transformation. That might mean finding better ways to serve their customers, staying ahead in a competitive market, or building a workplace that attracts and keeps great people. Whatever the goal, we're focused on creating genuine, measurable outcomes.
Every transformation is unique, and we’re proud to play a part in each one.
CODESTONE SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
Our People. Our Passion
At the heart of our business is a simple truth. People make it work. Their energy, ideas and commitment have brought us to where we are today, and they continue to drive us forward.
We have put in place a clear and focused people strategy built on three fundamentals. We have embedded scalable systems and platforms that support our team and enable us to grow with confidence. We have implemented engagement initiatives that genuinely add value, not just on paper, but in how people experience their careers here. These include clear development pathways, reward and recognition schemes that celebrate contribution, and cultural activities that reflect who we are and what we stand for. We have also connected the business through integrated processes that bring teams together and strengthen collaboration across every part of the organisation.
This foundation has already made a difference, and we are committed to building on it. We continue to invest in learning and development, helping our people grow their skills, confidence and ability to lead through change. Our first Leadership Development Programme brought together over 40 team members and concluded for the main cohort in July 2024. It provided practical tools to lead effectively, support teams and build resilience in a fast-changing environment. The programme now continues for those stepping into new leadership roles, ensuring we maintain consistency in how leadership is practised across the organisation. This continuity matters. It helps us build a shared mindset and a common language around what good leadership looks like, reinforcing clarity and trust as we grow.
At the centre of this approach are our He(art) of Leadership values. Communication, integrity, resourcefulness, resilience and agility. Among these, we place particular importance on effective communication. We believe it is the foundation of strong leadership, enabling transparency, connection and accountability across teams. When communication is clear and honest, people feel supported, aligned and empowered to do their best work.
Everything we do is anchored around our cultural framework: THRIVE. Talent, Hearts, Responsibility, Innovation, Value and Excellence. These principles guide how we support each other and how we show up for our clients.
Technology Partners
We work closely with a select group of technology partners whose platforms are continuously evolving and creating meaningful value for the market. These relationships are built on trust, alignment and a shared commitment to innovation.
Our long-standing partnership with SAP has earned us consistent recognition across multiple solutions, including Business One, Business ByDesign and S4HANA Public Cloud. We are proud to be counted in the small group of strategically managed SAP partners in the UK and Ireland. This reflects both our depth of expertise and the outcomes we deliver.
Over decades we have adapted a strong portfolio of solutions using Microsoft’s leading technology stack. From Dynamics and Azure Cloud to Modern Workplace and Productivity, AI and Security, we help clients unlock the full potential of Microsoft’s technology to support growth, efficiency and resilience.
CODESTONE SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -
Recognition & Achievement
Codestone’s approach has always been grounded in helping clients understand and adopt best practices tailored to their unique business context. We guide them away from overly customised solutions and toward strategic implementations that unlock real operational and commercial value.
This philosophy continues to earn us recognition across the industry:
ERP Today’s “Transformation Project of the Year": Celebrating our ability to deliver meaningful change through smart ERP deployment
High Growth Tech Company of the Year: Awarded by the South Coast Tech & Innovation Awards for our sustained momentum and innovation
Best ERP-Led Digital Transformation Firm: A testament to the impact of our solutions on business performance
Ranked in the UK’s Top 50 MSPs: For the second year running, acknowledging our excellence in managed services delivery
Culture 100 Winner (2024): Proudly named one of the top 100 companies to work for in the UK, reflecting our people-first culture
Shortlisted for the Diversity in Tech Impact Award: Recognising our commitment to fostering an inclusive tech workplace
Multiple CRN Award Nominations, including:
o Championing Diversity Award
o Equitable Place to Work
o Cultural Inclusion Company of the Year
o Best Customer Event UK (for the second consecutive year)
CRN Women & Diversity in Channel Awards: 3 of our exceptional team members shortlisted as finalists, showcasing the depth of talent and leadership across our business
G-Cloud 14 Framework Approval: Enabling us to bring our proven solutions to the UK public sector with even greater reach and impact
Collectively, these honours reflect more than just success. They represent our relentless drive to deliver value, foster inclusion, and lead with purpose.
Looking Ahead
As we look to the future, our focus remains clear. We are here to enable mid-sized businesses around the world to navigate digital transformation with confidence. Our approach brings together enterprise grade technology, human centred design and flexible delivery, all tailored to the unique challenges and goals of each client.
Our solutions continue to evolve in step with changing business needs, market shifts and emerging technologies. Whether it is data strategy, security, culture or cloud, we make sure every part of the digital journey works together to drive sustainable success.
The strength of our performance speaks to the growing demand for what we offer and the resilience of our model. As we grow into new international markets, we are equally proud of the global reach of our team, a diverse group of talented professionals working across multiple regions, united by a shared purpose.
Alongside this growth, we will continue to strengthen our commitment to environmental, social and governance principles. We are actively developing our ESG and CSR strategy to ensure we operate responsibly, create meaningful impact and contribute positively to the communities and environments in which we work.
CODESTONE SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -
Principal Risks & Uncertainties
The Board actively reviews and monitors potential risks as part of our ongoing risk management programme, designed to minimise any adverse impact on the business.
Financial Risk Management
Codestone’s finance department maintains a financial risk register and provides regular updates to the Board. Liquidity risk remains the principal financial risk and is actively managed through robust credit control practices.
The Board frequently reviews the company’s cash position and cash flow forecasts to ensure sound financial oversight. The company holds a free cash balance, and the wider group has access to committed bank facilities to support investment and working capital needs as part of its growth strategy.
Price Risk
Codestone enters into pricing agreements with suppliers wherever feasible to reduce exposure to price volatility.
Credit Risk
Codestone manages its exposure to credit risk through the use of robust operational systems. Credit limits are assigned to clients and are regularly monitored and reviewed by the finance department.
D Sackett
Director
30 September 2025
CODESTONE SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
The directors present their annual report and financial statements for the year ended 30 September 2024.
Principal activities
The principal activity of the company continued to be that of information technology services.
Results and dividends
The results for the year are set out on page 10.
Ordinary dividends were paid amounting to £26,806. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Bucknell
D Hobson
(Resigned 4 October 2024)
S Matthews
(Resigned 3 May 2024)
G Neilson
(Resigned 3 May 2024)
D Bolger
D Sackett
(Appointed 16 October 2023)
C G Powell
(Resigned 3 May 2024)
M Ames
W Etchell
(Appointed 4 November 2024)
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
D Sackett
Director
30 September 2025
CODESTONE SOLUTIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
The directors are responsible for preparing the annual 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
CODESTONE SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CODESTONE SOLUTIONS LIMITED
- 7 -
Opinion
We have audited the financial statements of Codestone Solutions Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 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.
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.
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 our 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.
CODESTONE SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CODESTONE SOLUTIONS LIMITED
- 8 -
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
CODESTONE SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CODESTONE SOLUTIONS LIMITED
- 9 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk 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.
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.
Toby Mason
Senior Statutory Auditor
For and on behalf of Azets Audit Services
30 September 2025
Chartered Accountants
Statutory Auditor
2nd Floor
Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
CODESTONE SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
33,547,133
27,722,288
Cost of sales
(21,220,656)
(19,922,414)
Gross profit
12,326,477
7,799,874
Administrative expenses
(10,914,631)
(5,265,905)
Operating profit
4
1,411,846
2,533,969
Interest receivable and similar income
6
7,846
17,617
Interest payable and similar expenses
7
(6,181)
(5,614)
Profit before taxation
1,413,511
2,545,972
Tax on profit
8
(476,502)
(641,797)
Profit for the financial year
937,009
1,904,175
The income statement has been prepared on the basis that all operations are continuing operations.
CODESTONE SOLUTIONS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 SEPTEMBER 2024
30 September 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
333,333
433,333
Other intangible assets
10
919,059
883,129
Total intangible assets
1,252,392
1,316,462
Tangible assets
11
675,072
679,049
1,927,464
1,995,511
Current assets
Debtors
12
28,709,417
14,138,337
Cash at bank and in hand
447,598
4,302,529
29,157,015
18,440,866
Creditors: amounts falling due within one year
13
(25,569,739)
(15,834,265)
Net current assets
3,587,276
2,606,601
Total assets less current liabilities
5,514,740
4,602,112
Provisions for liabilities
Deferred tax liability
14
153,920
151,495
(153,920)
(151,495)
Net assets
5,360,820
4,450,617
Capital and reserves
Called up share capital
16
150
150
Share premium account
384,054
384,054
Capital redemption reserve
2
2
Profit and loss reserves
4,976,614
4,066,411
Total equity
5,360,820
4,450,617
The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
D Sackett
Director
Company Registration No. 03478376
CODESTONE SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 October 2022
150
384,054
2
2,162,236
2,546,442
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
-
-
1,904,175
1,904,175
Balance at 30 September 2023
150
384,054
2
4,066,411
4,450,617
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
-
-
937,009
937,009
Dividends
9
-
-
-
(26,806)
(26,806)
Balance at 30 September 2024
150
384,054
2
4,976,614
5,360,820
CODESTONE SOLUTIONS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
20
(2,937,158)
1,666,885
Interest paid
(6,181)
(5,614)
Income taxes (paid)/refunded
(554,860)
298,925
Net cash (outflow)/inflow from operating activities
(3,498,199)
1,960,196
Investing activities
Purchase of intangible assets
(143,550)
Purchase of tangible fixed assets
(164,863)
(124,297)
Proceeds from disposal of tangible fixed assets
641
Loans made to other entities
(30,000)
Interest received
7,846
17,617
Net cash used in investing activities
(329,926)
(106,680)
Financing activities
Payment of finance leases obligations
(7,216)
Dividends paid
(26,806)
Net cash used in financing activities
(26,806)
(7,216)
Net (decrease)/increase in cash and cash equivalents
(3,854,931)
1,846,300
Cash and cash equivalents at beginning of year
4,302,529
2,456,229
Cash and cash equivalents at end of year
447,598
4,302,529
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 14 -
1
Accounting policies
Company information
Codestone Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Nuffield Road, Nuffield Industrial Estate, Poole, England, BH17 ORB
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Codestone Solutions Limited is a wholly owned subsidiary of Morris Topco Limited and the results of Codestone Solutions Limited are included in the consolidated financial statements of Morris Topco Limited.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
For fixed term contracts revenue is recognised on a time apportioned basis over the length of the contract. For support service 'labour' hours invoiced in advance the revenue recognised is derived from time spent on the contract as at the period end.
The directors believe these policies to accurately reflect the right to consideration, based on partial performance of contractual obligations.
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Intangible fixed assets other than goodwill
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents & licences
5% p.a for licencing and 10% p.a for domain names
Development costs
12 year straight line
Development expenditure on an individual project are recognised as an intangible asset when the company can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
- Its intention to complete and its ability to use or sell the asset
- How the asset will generate future economic benefits
- The availability of resources to complete the asset
- The ability to measure reliably the expenditure during development
- The ability to use the intangible asset generated
Where the Directors are satisfied as to the technical, commercial and financial viability of individual projects, the identifiable expenditure is deferred and amortised over the period during which the company is expected to benefit. This period is expected to be twelve years.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
7.5% on cost
Fixtures and fittings
20% on reducing balance and over the term of the lease
Motor vehicles
25% on reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.8
Financial instruments
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Taxation
Current tax
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
1.10
Retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.
1.11
Leases
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.
1.12
Foreign exchange
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
1.13
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
1.14
Significant judgements and estimates
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and' associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 18 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Exceptional items
2024
2023
£
£
Expenditure
Chairman fees
-
67,077
Advisory and monitoring fees
164,375
50,000
Severance costs
-
134,323
M&A professional fees
-
16,575
New system implementation costs
-
143,207
Monthly storage back up
188,961
-
Additional staff costs
1,607,643
-
Training costs
164,027
-
Discontinued miscellaneous costs
200,013
-
2,325,019
411,182
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
8,777
(1,505)
Research and development costs
-
(129,508)
Fees payable to the company's auditor for the audit of the company's financial statements
21,750
21,500
Depreciation of owned tangible fixed assets
165,972
168,128
Loss on disposal of tangible fixed assets
2,227
-
Amortisation of intangible assets
207,620
164,420
Operating lease charges
90,494
89,831
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 19 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Cost of Sales
212
200
Directors
7
8
Total
219
208
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
11,596,261
11,766,418
Social security costs
1,354,018
1,302,519
Pension costs
251,181
345,629
13,201,460
13,414,566
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
7,846
17,617
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
7,846
17,617
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
6,181
5,614
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 20 -
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
144,895
449,159
Adjustments in respect of prior periods
150,198
Group tax relief
329,182
Total current tax
474,077
599,357
Deferred tax
Origination and reversal of timing differences
2,425
42,440
Total tax charge
476,502
641,797
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
1,413,511
2,545,972
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.01%)
353,378
560,323
Tax effect of expenses that are not deductible in determining taxable profit
123,124
50,029
Tax effect of income not taxable in determining taxable profit
28,397
Adjustments in respect of prior years
151,495
Effect of change in corporation tax rate
5,079
Group relief
(153,526)
Taxation charge for the year
476,502
641,797
9
Dividends
2024
2023
£
£
Final paid
26,806
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 21 -
10
Intangible fixed assets
Goodwill
Patents & licences
Development costs
Total
£
£
£
£
Cost
At 1 October 2023
500,000
300,807
957,334
1,758,141
Additions
640
142,910
143,550
At 30 September 2024
500,000
301,447
1,100,244
1,901,691
Amortisation and impairment
At 1 October 2023
66,667
90,506
284,506
441,679
Amortisation charged for the year
100,000
15,933
91,687
207,620
At 30 September 2024
166,667
106,439
376,193
649,299
Carrying amount
At 30 September 2024
333,333
195,008
724,051
1,252,392
At 30 September 2023
433,333
210,301
672,828
1,316,462
11
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 October 2023
433,946
1,762,266
42,657
2,238,869
Additions
164,863
164,863
Disposals
(14,284)
(175)
(14,459)
At 30 September 2024
433,946
1,912,845
42,482
2,389,273
Depreciation and impairment
At 1 October 2023
296,309
1,223,761
39,750
1,559,820
Depreciation charged in the year
32,546
132,699
727
165,972
Eliminated in respect of disposals
(11,426)
(165)
(11,591)
At 30 September 2024
328,855
1,345,034
40,312
1,714,201
Carrying amount
At 30 September 2024
105,091
567,811
2,170
675,072
At 30 September 2023
137,637
538,505
2,907
679,049
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 22 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
9,085,300
6,704,279
Amounts owed by group undertakings
17,347,872
6,415,983
Other debtors
206,924
11,167
Prepayments and accrued income
2,069,321
1,006,908
28,709,417
14,138,337
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,036,437
911,075
Amounts owed to group undertakings
9,678,085
4,137,290
Corporation tax
792,712
873,495
Other taxation and social security
1,861,017
2,074,002
Other creditors
1,370,722
956,408
Accruals and deferred income
9,830,766
6,881,995
25,569,739
15,834,265
Included in accruals and deferred income is deferment of income for annual maintenance contract and block support monies received in advance, amounting to £8,325,551 (2023: £5,518,100).
14
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
153,920
151,495
2024
Movements in the year:
£
Liability at 1 October 2023
151,495
Charge to profit or loss
2,425
Liability at 30 September 2024
153,920
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 23 -
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
251,181
345,629
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
14,992
14,992
150
150
17
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
1,563
12,967
Between two and five years
1,590
1,563
14,557
18
Directors' transactions
During the year, £30,000 was advanced to a Director. At the year end £30,000 (2023: £Nil) was owed to the company.
19
Ultimate controlling party
Codestone Group Ltd is the company's immediate parent company, the registered office of which is Link House, 25 West Street, Poole, BH15 1LD.
Morris Topco Ltd is the parent undertaking of the largest and smallest group within which the company belongs and for which group accounts are prepared. The registered office of which is Link House, 25 West Street, Poole, BH15 1LD. Group accounts are publicly available from Companies House.
FPE Capital LLP is the company's ultimate parent, a limited liability partnership the registered office of which is 7-9 Swallow Street, London, W1B 4DE.
CODESTONE SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 24 -
20
Cash (absorbed by)/generated from operations
2024
2023
£
£
Profit for the year after tax
937,009
1,904,175
Adjustments for:
Taxation charged
476,502
641,797
Finance costs
6,181
5,614
Investment income
(7,846)
(17,617)
Loss on disposal of tangible fixed assets
2,227
-
Amortisation and impairment of intangible assets
207,620
164,420
Depreciation and impairment of tangible fixed assets
165,972
168,128
Movements in working capital:
Increase in debtors
(14,541,080)
(8,828,719)
Increase in creditors
9,816,257
7,629,087
Cash (absorbed by)/generated from operations
(2,937,158)
1,666,885
21
Analysis of changes in net funds
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
4,302,529
(3,854,931)
447,598
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