Financial Statements
For the year ended 31 December 2024
Registered number: NI016424
Company Information
Contents
Strategic report
For the year ended 31 December 2024
The directors present the strategic report for the year ended 31 December 2024.
The principal activity of the Company continues to be the provision of computer software and support activities.
The directors are satisfied with the financial statements for the year. Turnover has decreased in the year to £10,305,365 (2023: £12,413,144). Whilst turnover per the financial statements decreased, this was the result of the transfer of divisional trade into a separate legal entity. Overall, the core Wellington IT business remained strong in 2024. The focus of 2025 financial year will be investing in the core software as well as bringing new products and developments to the market.
The Company monitors turnover, EBITDA, cash, and average net working capital as indicators of financial performance.
The Company monitors turnover, EBITDA, cash, and average net working capital as indicators of financial performance.
The corporate group, of which the Company is a member of, requires it to be party to a central treasury function which allows the group to centrally manage its liquidity and financial risk while ensuring capital is deployed globally in the most effective manner. Cash is closely monitored to ensure sufficient levels are retained to meet working capital demands, but surplus cash is released to the group for reinvestment. This can mean that the financial strength of the Company is not necessarily conveyed by its working capital when these financial statements are read in isolation. To fully understand the size and strength of the corporate group, these financial statements should be read in conjunction with those of the group. Further details are provided in Note 25 of the financial statements.
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Strategic report (continued)
For the year ended 31 December 2024
The directors consider that the principal risks and uncertainties faced by the company are in the following categories:
Economic Risk
The risk of increased inflation rates and rising labour costs, which ultimately impacts on the cost of providing services, thus having an adverse impact on served markets. The Company regularly reviews its sourcing policies to reduce this risk.
Competition Risk
The directors of the Company manage competition risk through close attention to product innovation and maintaining the core values of the organisation.
Financial Risk
The Company has budgetary and financial reporting procedures, supported by appropriate key performance indicators to manage credit, liquidity and other financial risk.
Currency Risk
The Company is exposed to translation and transaction foreign exchange risk. The directors are proactive to ensure this risk is reduced as far as possible.
Economic Risk
The risk of increased inflation rates and rising labour costs, which ultimately impacts on the cost of providing services, thus having an adverse impact on served markets. The Company regularly reviews its sourcing policies to reduce this risk.
Competition Risk
The directors of the Company manage competition risk through close attention to product innovation and maintaining the core values of the organisation.
Financial Risk
The Company has budgetary and financial reporting procedures, supported by appropriate key performance indicators to manage credit, liquidity and other financial risk.
Currency Risk
The Company is exposed to translation and transaction foreign exchange risk. The directors are proactive to ensure this risk is reduced as far as possible.
The directors consider the following measures to be important indicators of the underlying performance of the business:
This report was approved by the board and signed on its behalf.
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Directors' report
For the year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 101 ‘Reduced Disclosure Framework’. 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 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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £2,281,770 (2023 - £2,972,082 ).
The directors have recommended a dividend of £NIL (2023: £NIL).
The directors who served during the year were:
The Company plans to continue trading in line with it’s principal activity going forward.
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Directors' report (continued)
For the year ended 31 December 2024
The Company spent £1,100,301 (2023: £1,382,897) on research and development activities in the year.
The Company has a branch in the Republic of Ireland.
– Principal activity;
– Business review; and
– Principal risks and uncertainties
There were no post balance sheet events of note.
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Independent auditor's report to the members of Wellington Computer Systems Limited
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 'Responsibilities of the auditor 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, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date 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.
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Independent auditor's report to the members of Wellington Computer Systems Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
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Independent auditor's report to the members of Wellington Computer Systems Limited (continued)
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data privacy laws, Employment law, Environmental Regulations and Health and safety laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement Responsible Individual considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
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Independent auditor's report to the members of Wellington Computer Systems Limited (continued)
In response to these principal risks, our audit procedures included but were not limited to:
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
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.
for and on behalf of
Chartered Accountants &
Statutory Auditors
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Statement of comprehensive income
For the year ended 31 December 2024
Page 9
Balance sheet
As at 31 December 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Statement of changes in equity
For the year ended 31 December 2024
Statement of changes in equity
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2024
Wellington Computer Systems Limited is a private company limited by shares incorporated in Northern Ireland, United Kingdom. Its registered office is 20 Adelaide Street, Belfast, Northern Ireland, BT2 8GD.
2.Accounting policies
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has relied on specified exemptions in section 401 of the Companies Act 2006 on the grounds that the results of the Company and its subsidiaries are consolidated in the financial statements of the ultimate parent company, Constellation Software Inc. Consequently, these financial statements deal with the results of the Company as a single entity.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has relied on specified exemptions in section 401 of the Companies Act 2006 on the grounds that the results of the Company and its subsidiaries are consolidated in the financial statements of the ultimate parent company, Constellation Software Inc. Consequently, these financial statements deal with the results of the Company as a single entity.
The following amendments are effective for the period beginning 1 January 2024:
−Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023);
−Amendments to IAS 1 Presentation of Financial Statements:
−Classification of Liabilities as Current or Non-current Date (issued on 23 January 2020);
−Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on 15 July 2020); and
−Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022).
These accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted in these financial statements do not have a significant impact on the Company's financial results of position.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue is measured by reference to the fair value of consideration received or receivable by the Company for services provided, net of sales taxes, refunds, rebates and trade discounts. In obtaining contracts, the Company may incur incremental costs such as commissions. As the amortisation period of these costs, if capitalised, would be less than one year, the Company makes use of the practical expedient in IFRS 15.94 and expenses them as they incur.
To determine whether to recognise revenue, the Company follows a five-step process:
1. Identifying the contract with a customer;
2. Identifying the performance obligations;
3. Determining the transaction price;
4. Allocating the transaction price to the performance obligation;
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is measured by reference to the fair value of the consideration received or receivable by the Company for the services provided, net of sales taxes, refunds, rebates and discounts.
Amounts billed or received in accordance with the sale of software packages and support services that do not satisfy revenue recognition criteria at the reporting date are recorded as deferred revenue.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate attainable at the date of inception of the lease.
Lease payments included in the measurement of the lease liability comprise:
- fixed lease payments (including in-substance fixed payments), less any lease incentives.
The lease liability is included in 'Creditors' on the Balance Sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Tangible Fixed Assets' line, as applicable, in the Balance Sheet.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.9.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The estimated useful lives range as follows:
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive income.
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade debtors that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
The Company recognises a loss allowance for expected credit losses (ECL) on debtors measured at amortised cost.
The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
In applying this forward-looking approach, a distinction is made between:
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
Classification and measurement of financial liabilities
The Company’s financial liabilities include creditors.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities designated at FVTPL.
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Notes to the financial statements
For the year ended 31 December 2024
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from the estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded with corresponding effect in the Statement of Comprehensive Income, when, and if, better information is obtained.
Estimating useful lives of tangible and intangible fixed assets
The Company estimates the useful lives of tangible and intangible fixed assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of those assets.
Impairment of investments
The directors determine whether there are indicators of impairment of the Company's investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded with corresponding effect in the Statement of Comprehensive Income, when, and if, better information is obtained.
Estimating useful lives of tangible and intangible fixed assets
The Company estimates the useful lives of tangible and intangible fixed assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of those assets.
Impairment of investments
The directors determine whether there are indicators of impairment of the Company's investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.
Allowances for impairment of debtors
The Company estimates the allowance for doubtful debtors based on assessment of specific accounts where the company has objective evidence comprising default in payment terms or significant financial difficulty that certain customers are unable to meet their financial obligations. In these cases, judgement used was based on the best available facts and circumstances including but not limited to, the length of the relationship.
Analysis of turnover by country of destination:
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
9.Taxation (continued)
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
11.Tangible fixed assets (continued)
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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Notes to the financial statements
For the year ended 31 December 2024
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The lease liabilities are secured by the related underlying assets. Future lease payments at 31 December 2024 were as follows:
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Notes to the financial statements
For the year ended 31 December 2024
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Profit and loss account
Share capital
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Notes to the financial statements
For the year ended 31 December 2024
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