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Seismic Software UK Limited
Registered number: 11006147
Annual report
For the year ended 31 January 2025
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SEISMIC SOFTWARE UK LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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SEISMIC SOFTWARE UK LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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SEISMIC SOFTWARE UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
The director presents his strategic report and the audited financial statements of the Company for the year ended 31 January 2025.
Principal Activity
The principal activity of the Company is that of providing sales and marketing support to the immediate parent company, Seismic Software Inc.
During FY25, the macroeconomic headwinds driving cautionary investment decisions and tighter spending controls in its customer and prospect base, presented some challenges for the Company and reduced the growth outlook from anticipated levels to more modest growth trajectory.
The Company expects these headwinds to continue in FY26, to a greater or lesser degree, depending on macroeconomic interest rate, tariffs, and market optimism.
Principal risks and uncertainties
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Critical to the Company’s achievement of its objectives is effective risk management. The Company faces a number of risks and uncertainties including:
Uncertainties around when the European markets are ready to adopt and implement the solutions we sell, realizing our growth ambition in the European economy.
The Company is also focused on maintaining R&D investment such that it keeps abreast of the technological advancements especially with AI evolutions.
Our business could be susceptible to adverse changes in economic conditions and customer spending habits, which could impact our profitability and cash flow.
Financial key performance indicators
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With the support and backing of Permira, its other investors, and along with its Board of Directors, the Company continues to focus on delivering profitable growth while realizing meaningful value for its clients through high quality innovative solutions. This core value of quality and innovation has allowed the Company to continue to secure ARR and Revenue growth both through new clients and industries and through its existing client base, with a ~90% client retention rate and many also increasing their Seismic solution footprint.
This report was approved by the board and signed on its behalf by:
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SEISMIC SOFTWARE UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JANUARY 2025
The director presents his report and the audited financial statements for the year ended 31 January 2025.
The loss for the year, after taxation, amounted to £183,079 (2024: loss of £1,875,426).
The director did not recommend the payment of a dividend for the year (2024: £nil).
The director who served during the year and up to the date of this report was:
Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is not aware of any reason why the group recharge agreement in place, on which the Company is dependent for its sole revenue stream, should not continue into the future. Potential sources of uncertainty which are noted by the director include the long term impact of the withdrawal of the United Kingdom from the European Union. However at the date of this report these events are not considered to materially threaten the operations of the Company. The director therefore has reasonable expectation that the Company will continue in operational existence for a period of at least 12 months from the date of signing this report and the financial statements have therefore been prepared on the going concern basis.
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SEISMIC SOFTWARE UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal, global tariffs and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The director has carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The director has taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Engagement with suppliers, customers and others
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During the financial year, the Company has continued to maintain open and regular communication with employees through team meetings, performance reviews and company-wide updates, ensuring that matters of concern are addressed and employee views are considered in decision-making. The Company promotes employee participation and engagement through incentive schemes and recognition programs, fostering alignment with overall business objectives. The directors have also engaged constructively with key customers and other stakeholders through regular meetings and feedback channels, ensuring that their interests and perspectives are taken into account in the company’s strategic and operational decisions.
Qualifying third party indemnity provisions
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The Company has indemnified the director and officers in respect of proceedings which may be brought by third parties and such indemnification was in place throughout the year, which is a qualifying third party indemnity of the purposes of the Companies Act 2006. Neither the Company's indemnity nor insurance provisions cover in the event that a director or officer is proved to have acted fraudulently or dishonestly.
Matters covered in the Strategic Report
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As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. It has done so in respect of financial instruments and financial key performance indicators.
The Company remains focused on sustainable growth through strategic investments and operational efficiencies. The Board continues to assess opportunities for potential growth to strengthen our competitive position.
Streamlined Energy and Carbon Reporting (‘SECR’)
The company is not within scope of the Streamlined Energy and Carbon Reporting (‘SECR’) regime for the year as it does not meet the ‘large’ thresholds under CA 2006.
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SEISMIC SOFTWARE UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
Disclosure of information to the auditor
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars, 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 by:
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SEISMIC SOFTWARE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SEISMIC SOFTWARE UK LIMITED
Opinion
We have audited the financial statements of Seismic Software UK Limited (the ‘Company’) for the year ended 31 January 2025 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 a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 January 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 director's 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 director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is 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.
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SEISMIC SOFTWARE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SEISMIC SOFTWARE UK LIMITED
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Director's 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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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SEISMIC SOFTWARE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SEISMIC SOFTWARE UK LIMITED
Responsibilities of the Director
As explained more fully in the Director's Responsibilities Statement set out on page 2, the director is 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 director determines 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 director is 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 director intends either to liquidate the Company or to cease operations, or has 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Companies Act 2006.
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SEISMIC SOFTWARE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SEISMIC SOFTWARE UK LIMITED
In addition, we evaluated the director's and 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 manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the director and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Austin Sammon (Senior Statutory Auditor)
for and on behalf of Forvis Mazars
Chartered Accountants and Statutory Auditor
Mayoralty House
Flood Street
Galway
Ireland
H91 P8PR
8 December 2025
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SEISMIC SOFTWARE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025
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Loss for the financial year
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Other comprehensive income
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Total comprehensive loss for the year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 14 to 29 form part of these financial statements.
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SEISMIC SOFTWARE UK LIMITED
REGISTERED NUMBER: 11006147
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2025
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 29 form part of these financial statements.
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SEISMIC SOFTWARE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive loss for the year
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive loss for the year
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The notes on pages 14 to 29 form part of these financial statements.
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SEISMIC SOFTWARE UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Shared-based payment expense
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Decrease/(increase) in debtors
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(Decrease)/increase in creditors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash from investing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 14 to 29 form part of these financial statements.
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SEISMIC SOFTWARE UK LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2025
The notes on pages 14 to 29 form part of these financial statements.
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
Seismic Software UK Limited is a private company limited by shares incorporated in England and Wales. The Company's registered number is 11006147. The address of its registered office is The Pinnacle, 160 Midsummer Boulevard, Milton Keynes, Buckinghamshire, United Kingdom, MK9 1FF.
The principal activity of the Company is that of providing sales and marketing support to the immediate parent company, Seismic Software Inc.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements have been prepared in Pounds Sterling as this is the currency of the primary economic environment in which the Company operates and are rounded to the nearest pound.
The following principal accounting policies have been applied:
The director is not aware of any reason why the group recharge agreement in place, on which the Company is dependent for its sole revenue stream, should not continue into the future. Potential sources of uncertainty which are noted by the director include the long term impact of the withdrawal of the United Kingdom from the European Union. However at the date of this report these events are not considered to materially threaten the operations of the Company. The director therefore has reasonable expectation that the Company will continue in operational existence for a period of at least 12 months from the date of signing this report and the financial statements have therefore been prepared on the going concern basis.
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is Pound Sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
Foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'administrative expenses'.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered
funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of comprehensive income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of comprehensive income is charged with fair value of goods and services received.
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Amortisation is included within administrative expenses in the Statement of Comprehensive Income.
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.
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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.
Depreciation is provided on the following basis:
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In line with the life of the relevant lease
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In line with the life of the relevant lease
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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 the Statement of Comprehensive Income.
Depreciation is included within administrative expenses in the Statement of Comprehensive Income.
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Debtors: amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
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Creditors: amounts falling due within one year
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Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
- 18 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
- 19 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company’s accounting policies, the director makes judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities that are not readily available from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions.
An estimate or judgement may be considered critical if it involves matters that are highly uncertain or where different estimation methods could reasonably have been used, or if changes in the estimate that would have a material impact on the Company's results are likely to occur from period to period.
Share based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses a Black-Scholes model.
Analysis of turnover by country of destination:
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The operating profit/(loss) is stated after charging:
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Depreciation of tangible fixed assets
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- 20 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Fees payable to the Company's auditor for the audit of the financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent company.
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Staff costs were as follows:
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The average monthly number of employees, including the director, during the year was as follows:
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- 21 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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- 22 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
8.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 24.03%). The differences are explained below:
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Profit/(loss) multiplied by standard rate of corporation tax in the UK of 25% (2024: 24.03%)
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for changes in tax rates
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Adjustments to tax charge in respect of prior periods - deferred tax
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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- 23 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
8.Taxation (continued)
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Factors that may affect future tax charges
|
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. For the financial year ended 31 January 2025 the tax rate was 25% (2024: the weighted averaged tax rate was 24.03%). Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
- 24 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Debtors: amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Corporation tax recoverable
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Deferred taxation (note 14)
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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- 25 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Financial assets measured that are debt instruments measured at amortised cost
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Financial liabilities that are debt instruments measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost comprise of cash at bank and in hand and amounts by owed by group undertakings.
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Financial liabilities that are debt instruments measured at amortised cost comprise of trade creditors, amounts owed to group undertakings and accruals.
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- 26 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Charged to the Statement of comprehensive income
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Losses and other deductions
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A deferred tax asset has been recognised in respect of unused tax losses to the extent that it is probable that future taxable profits will be available for utilisation, based on management’s assessment of projected profits under the cost-plus model applied to group service arrangements. Unrecognised tax losses amount to £201,693 (2024: £813,758).
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Allotted, called up and fully paid
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1 (2024: 1) ordinary share of £1
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Each ordinary share entitles the holder to one voting right and no right to fixed income.
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Other reserves
Other reserves comprise the aggregate expenses recognised in respect of share based payments.
Profit and loss account
This reserve represents the cumulative profits and losses of the Company.
- 27 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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The Company operates an employee share option plan, under which 384,954 (2024: 231,729) options have been granted to 85 (2024: 24) individuals in the period at an exercise price equal to an agreed price of the Company's shares on the date of the grant. In the period, 252,106 (2024: 500) options were forfeited in respect of 16 employees (2024: 1).
Options grant the holder the option to cash returns in the ultimate parent company, Seismic Software, Inc.
As at 31 January 2025, the number of employees that benefit from the plan was 113 (2024: 124) . The following table summarises the activity for the current and preceding period:
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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The fair value of the share options grants in previous financial years was calculated using the Black Scholes model at the grant date. Share options granted during the year ended 31 December 2020 were valued at unrestricted market value on the date of grant. These are considered to be appropriate method of calculating fair value based on information which was available at the time of valuation.
Equity settled share based payments costs were as follows:
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge during the year was £nil (2024: £nil). Contributions totaling £nil (2024: £nil) were payable to the fund at the balance sheet date and are included in creditors.
- 28 -
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SEISMIC SOFTWARE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
|
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Commitments under operating leases
|
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At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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As a wholly owned subsidiary undertaking of Seismic Software, Inc., the Company has taken advantage of the exemption in FRS 102 - Section 33 'Related party disclosures' from disclosing transactions with other wholly owned members of the group headed by Seismic Software, Inc.
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Post balance sheet events
|
There have been no significant events affecting the Company since the year end.
The immediate and ultimate parent undertaking and controlling party is Seismic Software, Inc., a company incorporated in the United States of America. The address of its registered office is 12390 El Camino Real, San Diego, CA 92130.
The smallest and largest group in which the results of Seismic Software UK Limited are consolidated is that headed by Seismic Software, Inc. The consolidated accounts are not publicly available.
- 29 -
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