Company registration number 14023301 (England and Wales)
ABINGDON SOFTWARE GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
ABINGDON SOFTWARE GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
ABINGDON SOFTWARE GROUP LIMITED
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
3
15,846
Tangible assets
4
5,174
2,120
Investments
5
33,018,910
15,190,604
33,039,930
15,192,724
Current assets
Debtors
6
19,348,273
1,968,558
Cash at bank and in hand
22,069,715
16,336,291
41,417,988
18,304,849
Creditors: amounts falling due within one year
7
(18,285,838)
(3,189,765)
Net current assets
23,132,150
15,115,084
Total assets less current liabilities
56,172,080
30,307,808
Creditors: amounts falling due after more than one year
8
(9,508,136)
(3,413,958)
Net assets
46,663,944
26,893,850
Capital and reserves
Called up share capital
10
207
155
Share premium account
50,988,103
28,548,461
Profit and loss reserves
(4,324,366)
(1,654,766)
Total equity
46,663,944
26,893,850
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 September 2025 and are signed on its behalf by:
Mr A Shams
Director
Company registration number 14023301 (England and Wales)
ABINGDON SOFTWARE GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
153
12,148,997
(659,155)
11,489,995
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
(995,611)
(995,611)
Issue of share capital
10
71
16,399,464
-
16,399,535
Reduction of shares
10
(69)
(69)
Balance at 31 March 2024
155
28,548,461
(1,654,766)
26,893,850
Period ended 31 March 2025:
Loss and total comprehensive income
-
-
(2,669,600)
(2,669,600)
Issue of share capital
10
52
22,439,642
-
22,439,694
Balance at 31 March 2025
207
50,988,103
(4,324,366)
46,663,944
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information
Abingdon Software Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Pavilion, 96 Kensington High Street, London, England, W8 4SG.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
At 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. The company is reliant on the performance of it's subsidiaries, in making their assessment the directors have considered the financial position of the group as a whole as well as each subsidiary individually, in relation to performance, liquidity and forecast future cash flows.true
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and 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.
A prior period adjustment has been made to reclassify £35,000 of other operating income to turnover to reflect the economic activities of the company.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Software
33.3% straight line per annum
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
1.5
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:
Computers
25% straight line per annum
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.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using a recognised model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 7 (2024 - 5).
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
3
Intangible fixed assets
Software
£
Cost
At 1 April 2024
Additions
15,846
At 31 March 2025
15,846
Amortisation and impairment
At 1 April 2024 and 31 March 2025
Carrying amount
At 31 March 2025
15,846
At 31 March 2024
4
Tangible fixed assets
Computers
£
Cost
At 1 April 2024
2,725
Additions
4,197
At 31 March 2025
6,922
Depreciation and impairment
At 1 April 2024
605
Depreciation charged in the year
1,143
At 31 March 2025
1,748
Carrying amount
At 31 March 2025
5,174
At 31 March 2024
2,120
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
33,018,910
15,190,604
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
5
Fixed asset investments
(Continued)
- 7 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
15,190,604
Additions
17,828,306
At 31 March 2025
33,018,910
Carrying amount
At 31 March 2025
33,018,910
At 31 March 2024
15,190,604
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
47,998
17,998
Amounts owed by group undertakings
19,002,760
Other debtors
297,515
1,950,560
19,348,273
1,968,558
7
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
250,000
Trade creditors
152,594
185,419
Amounts owed to group undertakings
17,854,946
2,586,614
Taxation and social security
29,988
Other creditors
248,310
167,732
18,285,838
3,189,765
8
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
9,508,136
3,413,958
Bank loans are secured by way of fixed and floating charges over the assets of the company.
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
9
Share-based payment transactions
Number of share options
2025
2024
Number
Number
Outstanding at 1 April 2024
15,180
9,189
Granted
20,700
5,991
Exercised
2,865
Outstanding at 31 March 2025
33,015
15,180
Exercisable at 31 March 2025
33,015
15,180
The options outstanding at 31 March 2025 had an exercise price of £0.001. 6,324 have a remaining contractual life until March 2028, 4,481 until October 2028, 1,510 until February 2029 and 20,700 until November 2029.
No adjustment for the cost of the above transactions have been made to the finanical statements on the basis the amount would be immaterial.
10
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
310,000
310,000
31
31
Ordinary A shares of 0.01p each
594,392
594,392
59
59
Ordinary B shares (Non-voting) of 0.01p each
341,192
173,243
34
17
Ordinary A2 shares of 0.01p each
384,720
384,720
38
38
Deferred shares of 0.01p each
100,000
100,000
10
10
Ordinary A3 shares of 0.01p each
347,471
-
35
-
2,077,775
1,562,355
207
155
During the year, 167,949 ordinary B (non-voting) shares of £0.0001 each were issued at par value. Additionally, a new class of 347,471 ordinary A3 shares of £0.0001 each were issued, at a premium of £22,439,642.
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Kristina Perry FCCA
Statutory Auditor:
Sumer Audit
Date of audit report:
29 September 2025
Sumer Audit is the trading name of Sumer Auditco Limited
ABINGDON SOFTWARE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
12
Financial commitments, guarantees and contingent liabilities
Wuessen Lending S.A.R.L has provided a loan to the company, included in notes 7 and 8 to the financial statements. This loan contains a fixed and floating charge over all the property and undertaking of the company.
13
Events after the reporting date
In May 2025, a subsidiary of the company, Abingdon Global Acquisitions Limited, acquired the shares in Minabiz Proprietary Limited, a company registered in South Africa. This acquisition was funded through an intercompany loan from Abingdon Software Group Limited.
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