Caseware UK (AP4) 2024.0.164 2024.0.164 2025-03-31 2025-03-31 Badger Software Limited (registered number 02952744) is a private company limited by shares incorporated in England and Wales. The registered office is 12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD. No description of principal activity 0 The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.7 false 2024-04-01 false 0 true false 02952744 2024-03-31 02952744 2024-04-01 2025-03-31 02952744 2022-07-01 2023-12-31 02952744 2025-03-31 02952744 2023-12-31 02952744 c:Director1 2024-04-01 2025-03-31 02952744 c:Director1 2025-03-31 02952744 c:Director2 2024-04-01 2025-03-31 02952744 c:Director2 2025-03-31 02952744 c:Director3 2024-04-01 2025-03-31 02952744 c:Director3 2025-03-31 02952744 c:RegisteredOffice 2024-04-01 2025-03-31 02952744 d:PlantMachinery 2024-04-01 2025-03-31 02952744 d:PlantMachinery 2025-03-31 02952744 d:PlantMachinery 2023-12-31 02952744 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-04-01 2025-03-31 02952744 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-03-31 02952744 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 02952744 d:OtherResidualIntangibleAssets 2024-04-01 2025-03-31 02952744 d:OtherResidualIntangibleAssets 2025-03-31 02952744 d:OtherResidualIntangibleAssets 2023-12-31 02952744 d:CurrentFinancialInstruments 2025-03-31 02952744 d:CurrentFinancialInstruments 2023-12-31 02952744 d:CurrentFinancialInstruments d:WithinOneYear 2025-03-31 02952744 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 02952744 d:ShareCapital 2025-03-31 02952744 d:ShareCapital 2023-12-31 02952744 d:CapitalRedemptionReserve 2024-04-01 2025-03-31 02952744 d:CapitalRedemptionReserve 2025-03-31 02952744 d:CapitalRedemptionReserve 2023-12-31 02952744 d:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 02952744 d:RetainedEarningsAccumulatedLosses 2025-03-31 02952744 d:RetainedEarningsAccumulatedLosses 2023-12-31 02952744 c:OrdinaryShareClass1 2024-04-01 2025-03-31 02952744 c:OrdinaryShareClass1 2025-03-31 02952744 c:OrdinaryShareClass1 2023-12-31 02952744 c:FRS102 2024-04-01 2025-03-31 02952744 c:Audited 2024-04-01 2025-03-31 02952744 c:FullAccounts 2024-04-01 2025-03-31 02952744 c:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 02952744 d:WithinOneYear 2025-03-31 02952744 d:WithinOneYear 2023-12-31 02952744 d:BetweenOneFiveYears 2025-03-31 02952744 d:BetweenOneFiveYears 2023-12-31 02952744 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:ExternallyAcquiredIntangibleAssets 2024-04-01 2025-03-31 02952744 2 2024-04-01 2025-03-31 02952744 d:ExternallyAcquiredIntangibleAssets 2024-04-01 2025-03-31 02952744 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:OwnedIntangibleAssets 2024-04-01 2025-03-31 02952744 e:PoundSterling 2024-04-01 2025-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 02952744 BADGER SOFTWARE LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
BADGER SOFTWARE LIMITED COMPANY INFORMATION
Directors | A Dunn (appointed 1 March 2025)
| R J Sinclair (resigned 1 September 2025)
| L K S Patterson (appointed 24 January 2024, resigned 28 February 2025)
Registered number | 02952744
Registered office | 12 Castlebridge Office Village
| Kirtley Drive
| Nottingham
| Nottinghamshire
| NG7 1LD
Independent auditors | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| Second Floor
| Three Chamberlain Square
| Birmingham
| B3 3AX
BADGER SOFTWARE LIMITED CONTENTS
| Page
Directors' Report | 1 - 3
Independent Auditors' Report | 4 - 7
Statement of Comprehensive Income | 8
Balance Sheet | 9
Notes to the Financial Statements | 10 - 20
BADGER SOFTWARE LIMITED DIRECTORS' REPORT FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 The Directors present their report and the financial statements for the 15 month period ended 31 March 2025.
Directors' responsibilities statement
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; and ∙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.
Results and dividends
The profit for the 15 month period, after taxation, amounted to £158,073 (18 month period ended 31 December 2023 - £330,646). The company paid no dividends during the 15 month period ended 31 March 2025 (18 month period ended 31 December 2023: £261,755).
Directors
The Directors who served during the 15 month period were:
A Dunn (appointed 1 March 2025)
R J Sinclair (resigned 1 September 2025)
L K S Patterson (appointed 24 January 2024, resigned 28 February 2025)
Page 1
BADGER SOFTWARE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
Going concern
As at the balance sheet date, the company has net assets of £488,870. The entity is part of the Multiverse (Topco) Limited group. The group manages cash on a consolidated basis and based upon post period end and forecast trading for the group, the directors have performed sensitivity analysis on these forecasts and conclude the group is able to meet its obligations as they fall due, for at least 12 months from signing these financial statements. The company has done modelling by subsidiary entity of revenues by product and location, including levels of new customer acquisition, recurring subscription revenue and churn rates. Detailed modelling has been performed on the level of costs and investments required, taking account of inflation and other macroeconomic trends. The conversion of trading into cash was also modelled, taking account of seasonality patterns, debt repayments and potential taxation liabilities. On this basis, the directors are satisfied it is appropriate to prepare these financial statements on a going concern basis. Economic impacts of global events UK businesses are currently facing many uncertainties such as the consequences of environmental sustainability and geopolitical events such as the Russian invasion of Ukraine and the introduction of US tariffs. 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 Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have 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.
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. Page 2
BADGER SOFTWARE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 This report was approved by the board and signed on its behalf.
A Dunn Director
Date: 2 February 2026
Page 3
BADGER SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BADGER SOFTWARE LIMITED Opinion We have audited the financial statements of Badger Software Limited (the ‘Company’) for the 15 month period ended 31 March 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet 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 March 2025 and of its profit for the 15 month period 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 Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the Directors' report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Directors' 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. Page 4
BADGER SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BADGER SOFTWARE LIMITED Other information (continued) 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has 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 Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report. Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
BADGER SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BADGER SOFTWARE LIMITED 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 and 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 tax legislation, pension legislation, the Companies Act 2006. In addition, we evaluated the Directors' 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 such as the impairment of intangibles, intangible development costs capitalised, 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 directors 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. Page 6
BADGER SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BADGER SOFTWARE LIMITED Auditor's responsibilities for the audit of the financial statements (continued) 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. Edith Yagoh (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor Second Floor Three Chamberlain Square Birmingham B3 3AX 2 February 2026 Page 7
BADGER SOFTWARE LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
| 15 month period ended 31 March | 18 month period ended 31 December
| 2025 | 2023
| £ | £
Turnover |  | 1,030,036 | 1,202,790
Cost of sales |  | (68) | (4,394)
Gross profit |  | 1,029,968 | 1,198,396
Administrative expenses |  | (875,055) | (822,629)
Operating profit |  | 154,913 | 375,767
Interest receivable and similar income |  | - | 433
Profit before tax |  | 154,913 | 376,200
Tax on profit |  | 3,160 | (45,554)
Profit for the period |  | 158,073 | 330,646
There was no other comprehensive income for the 15 month period ended 31 March 2025 (18 month period ended 31 December 2023: £Nil).
The notes on pages 10 to 20 form part of these financial statements.
Page 8
BADGER SOFTWARE LIMITED REGISTERED NUMBER: 02952744 BALANCE SHEET AS AT 31 MARCH 2025
|  | 31 March 2025 |  | 31 December 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets |  |  | 258,332 |  | 280,095
|  |  | 258,332 |  | 280,095
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 1,723,248 |  | 766,675 |
Cash at bank and in hand | 8 | 112,283 |  | 123,988 |
|  | 1,835,531 |  | 890,663 |
Creditors: amounts falling due within one year | 9 | (1,604,993) |  | (839,961) |
Net current assets |  |  | 230,538 |  | 50,702
Total assets less current liabilities |  |  | 488,870 |  | 330,797
Net assets |  |  | 488,870 |  | 330,797
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 722 |  | 722
Capital redemption reserve | 11 |  | 34 |  | 34
Profit and loss account | 11 |  | 488,114 |  | 330,041
|  |  | 488,870 |  | 330,797
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A Dunn
Director
Date: 2 February 2026
The notes on pages 10 to 20 form part of these financial statements. Page 9
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
1. | General information
Badger Software Limited (registered number 02952744) is a private company limited by shares incorporated in England and Wales. The registered office is 12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, NG7 1LD. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 GBP, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
As at the balance sheet date, the company has net assets of £488,870. The entity is part of the Multiverse (Topco) Limited group. The group manages cash on a consolidated basis and based upon post period end and forecast trading for the group, the directors have performed sensitivity analysis on these forecasts and conclude the group is able to meet its obligations as they fall due, for at least 12 months from signing these financial statements. The company has done modelling by subsidiary entity of revenues by product and location, including levels of new customer acquisition, recurring subscription revenue and churn rates. Detailed modelling has been performed on the level of costs and investments required, taking account of inflation and other macroeconomic trends. The conversion of trading into cash was also modelled, taking account of seasonality patterns, debt repayments and potential taxation liabilities. On this basis, the directors are satisfied it is appropriate to prepare these financial statements on a going concern basis. Page 10
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Revenue
During the year, the Company revised its revenue recognition policy to better reflect the requirements of FRS 102 and the pattern of transfer of goods and services. Revenue represents the fair value of consideration received or receivable for services provided in the normal course of business, excluding VAT and trade discounts. Revenue is recognised when it is probable that economic benefits will flow to the entity and the amount can be measured reliably. The company applies the following principles: • Professional Services and Training Revenue from professional services and training contracts is recognised based on the stage of completion of the project at the reporting date. This reflects the transfer of services to the customer as work progresses, rather than at the point of invoicing. • Measurement of Stage of Completion Stage of completion is determined by reference to contract milestones or percentage of completion based on actual progress against agreed deliverables. The company uses project tracking systems to monitor milestones and completion percentages. Revenue is recognised when each milestone is achieved and verified by project management. • Deferred Income Amounts invoiced in advance of milestone completion are recorded as deferred income within current liabilities until the related performance obligation is satisfied. • Training Services Revenue from training is recognised as sessions are delivered. Where training is sold as a package, revenue is apportioned based on the number of sessions completed at the reporting date.
| 2.4 | Operating leases: the Company as lessee
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. Page 11
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of 3 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.6 | Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.8 | Taxation
Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Page 12
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.9 | Intangible assets
Capitalised development costs 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:
|  |  |  | Development costs capitalised | - |  | 3 years straight line
Further details on the intangible development costs capitalised can be found in Note 3.
| 2.10 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Plant, machinery and fixtures | - | 25% reducing balance basis
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.
| 2.11 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.12 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 13
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.13 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.14 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Page 14
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.14 | Financial instruments (continued)
Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
| 2.15 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Page 15
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Judgements Intangible Development Costs Capitalised The judgements exercised by the directors regarding capitalisation of development costs relates to the assessment of the technical feasibility of completing the intangible asset, evaluation that the asset will generate probable future benefits, that there are sufficient resources to complete the asset, and that there is the ability to measure reliably the expenditure attributable to the asset during its development. This process is managed using internal systems that scope, manage and report on the activities undertaken on product development within the business. Estimates Impairment of intangible fixed assets Assets are reviewed for impairment at each reporting date to assess whether any current or future events and circumstances suggest that their recoverable amount may be less than the carrying value. The recoverable amount is the higher of fair value less costs to sell and the value in use. The accuracy of any such impairment calculation will be affected by unexpected changes to the economic situation, and assumptions which differ from actual outcomes. In assessing value in use, the estimated future negative cash flows of intangible fixed assets would be a trigger for impairment. The board has reviewed the recoverability of the intangible fixed assets and has determined that impairment is not required. Intangible development costs capitalised In order to estimate the intangible development cost to be capitalised, the starting point is how product enhancements are scoped and designed in detail; within this, specific product functionality enhancements are managed with the company's internal product management systems. Teams are assigned the specified work items to address, and each individual's effort is visible. Tasks are managed such that they are reviewed for completion and quality, before being signed off as complete. In order to estimate each individual's contribution their total hours are analysed to take account of non-capitalisable time such as annual leave, training and administration; the remaining productive time is then compared to their output on product enhancements and the split of their time between tasks is estimated on a percentage basis, noting that not all time spent is on enhancement activity (as some would be spend on remedial activities also). The overall analysis by individual is reviewed for reasonableness and consistency across the Technology team. The valuation of the time spent is done by using each individual's cost rate (i.e. remuneration and employment taxes) to value their output in detail. Revenue Recognition Estimates are based on monthly project reviews with the project management team. Progress is measured against set milestones and deliverables for each project. Project tasks and milestones are tracked through a web based system which details forecast and actual completion dates. A monthly review maps these to the relevant milestone revenue which is used to ensure revenue reflects actual delivery. Page 16
BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
4. | Employees
| The average monthly number of employees, including directors, during the 15 month period was 4 (18 month period ended 31 December 2023: 7).
5. | Intangible assets
|  | Development costs capitalised | Intangible assets under development | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 110,808 | 206,223 | 317,031
| Additions | 92,895 | - | 92,895
| Transfers between classes | 206,223 | (206,223) | -
| At 31 March 2025 | 409,926 | - | 409,926
| Amortisation |  |  |
| At 1 January 2024 | 36,936 | - | 36,936
| Charge for 15 month period | 114,658 | - | 114,658
| At 31 March 2025 | 151,594 | - | 151,594
| Net book value |  |  |
| At 31 March 2025 | 258,332 | - | 258,332
| At 31 December 2023 | 73,872 | 206,223 | 280,095
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BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
6. | Tangible fixed assets
|  | Plant, machinery and fixtures
|  | £
| Cost |
| At 1 January 2024 | 98,184
| Disposals | (98,184)
| At 31 March 2025 | -
| At 1 January 2024 | 98,184
| Disposals | (98,184)
| At 31 March 2025 | -
| Net book value |
| At 31 March 2025 | -
| At 31 December 2023 | -
7. | Debtors
|  |  |  |  | 31 March 2025 | 31 December 2023
|  |  |  |  | £ | £
| Trade debtors | 146,066 | 126,969
| Amounts owed by group undertakings | 1,570,319 | 628,246
| Other debtors | 5,148 | 5,148
| Prepayments and accrued income | 1,715 | 6,312
|  | 1,723,248 | 766,675
| Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
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BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
8. | Cash and cash equivalents
|  |  |  |  | 31 March 2025 | 31 December 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 112,283 | 123,988
|  | 112,283 | 123,988
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 March 2025 | 31 December 2023
|  |  |  |  | £ | £
| Trade creditors | 1,349 | 3,404
| Amounts owed to group undertakings | 1,074,721 | 247,394
| Corporation tax | - | 47,298
| Other taxation and social security | 37,955 | 29,188
| Other creditors, accruals and deferred income | 490,968 | 512,677
|  | 1,604,993 | 839,961
| Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
10. | Share capital
|  |  |  |  | 31 March 2025 | 31 December 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 722 (31 December 2023: 722) Ordinary shares of £1.00 each | 722 | 722
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BADGER SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 MARCH 2025
11. | Reserves
Capital redemption reserve This reserve records the nominal value of shares repurchased by the Company. Profit and loss account The profit and loss account represents reserves that have accumulated through the normal course of trade.
12. | Commitments under operating leases
| At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 31 March 2025 | 31 December 2023
|  |  |  |  | £ | £
| Within one year | 25,725 | 20,580
| Later than 1 year and not later than 5 years | - | 54,880
|  | 25,725 | 75,460
13. | Related party transactions
| Exemption has been taken under paragraph 33.1A of FRS 102 not to disclose transactions between wholly owned group companies.
14. | Controlling party
The immediate parent company is Clover Bidco Limited, a company incorporated in England. The parent company and the smallest and largest group in which the results are consolidated is Clover Topco Limited for the 15 month period ended 31 March 2025. The registered office of Clover Topco Limited is 12 Castlebridge Office Village, Kirtley Drive, Nottingham, Nottinghamshire, England, NG7 1LD. The accounts of Clover Topco Limited can be obtained from the Registrar of Companies, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, EH3 9FF. From 30 March 2025 the ultimate parent company is Multiverse (Topco) Limited, a company registered in England and Wales. The registered office for Multiverse (Topco) Limited is 12 Kirtley Drive, Nottingham, NG7 1LD, England. The ultimate controlling party is Bowmark Capital LLP. The registered office of Bowmark Capital LLP is One, Eagle Place, London, SW1Y 6AF. The accounts of Bowmark Capital LLP can be obtained from the Registrar of Companies, Crown way, Cardiff, CF14 3UZ.
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