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Registered number: 08159373 PERSEUS GROUP SOFTWARE LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
PERSEUS GROUP SOFTWARE LIMITED COMPANY INFORMATION
Directors | V Khullar (resigned 18 July 2025)
| B J Wilhelm
| D Zinman
| L A Colangelo (appointed 18 July 2025)
Registered number | 08159373
Registered office | Abacus House
| Acorn Business Park
| Ling Road
| Poole
| Dorset
| BH12 4NZ
Independent auditors | Hillier Hopkins LLP
| Chartered Accountants & Statutory Auditor
| 45 Pall Mall
| London
| SW1Y 5JG
PERSEUS GROUP SOFTWARE LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 3
Independent Auditors' Report | 4 - 7
Statement of Comprehensive Income | 8
Balance Sheet | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 - 22
PERSEUS GROUP SOFTWARE LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The principal activity of the Company during the period was that of a holding company and cost centre for group companies.
Business review
Previously, the Company acted only as a holding company and therefore has only intercompany revenues relating to investments. However, in May 2023, the Company became a cost centre for various group companies and incurred costs on their behalf. During 2024 a cost plus agreement was entered into with all Perseus companies. The terms of the cost plus agreement are that admin costs are recharged to Perseus group companies at a cost plus 5% mark up. As a result, excluding dividends received from its investments, the Company made a loss during the year of £541,911 (2023: £564,067). This is not expected to continue as the Company will have a full year of the cost plus arrangement in 2025. We aim to present a balanced and comprehensive review of the development and performance of the business during the year and its position at the year end. This review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties we face. The director is of the opinion that risks for the Company are low and manageable. The Company has a diversified portfolio of investments due to the investments held by the Company's indirect subsidiary. Each indirect subsidiary has a diversified pool of clients and products, such that no single customer or product or investment will have a disproportionate impact on the results.
Financial key performance indicators
The Company makes little use of financial instruments and so its exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss of the Company. This report was approved by the board and signed on its behalf.
................................................ L A Colangelo Director
Date: 5 February 2026
Page 1
PERSEUS GROUP SOFTWARE LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙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 year, after taxation, amounted to £1,651,599 (2023 - £10,435,933). Dividends of £2,193,510 were paid during the year (2023: £11,000,000)
Directors
The directors who served during the year were:
V Khullar (resigned 18 July 2025)
B J Wilhelm
D Zinman
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. Page 2
PERSEUS GROUP SOFTWARE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Auditors
The auditors, Hillier Hopkins LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ L A Colangelo Director
Date: 5 February 2026
Page 3
PERSEUS GROUP SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSEUS GROUP SOFTWARE LIMITED
Opinion
We have audited the financial statements of Perseus Group Software Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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. Page 4
PERSEUS GROUP SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSEUS GROUP SOFTWARE LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
PERSEUS GROUP SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSEUS GROUP SOFTWARE LIMITED (CONTINUED)
Auditors' 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 Auditors' 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management; ∙the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities; ∙any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to: °identifying, evaluating and complying with laws and regulations and whether they were aware of any chance or instances of non-compliance; °detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; °the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; ∙the matters discussed among the audit engagement team, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We also obtained an understanding of the legal and regulatory frameworks that the Company operates in focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation. Page 6
PERSEUS GROUP SOFTWARE LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSEUS GROUP SOFTWARE LIMITED (CONTINUED) Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' Report.
Use of our 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 Auditors' 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. Michael Jacoby FCA (Senior Statutory Auditor) for and on behalf of Hillier Hopkins LLP Chartered Accountants Statutory Auditor 45 Pall Mall London SW1Y 5JG 6 February 2026 Page 7
PERSEUS GROUP SOFTWARE LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 300,314 | -
Gross profit |  | 300,314 | -
Administrative expenses |  | (842,225) | (564,067)
Operating loss | 5 | (541,911) | (564,067)
Income from shares in group undertakings |  | 2,193,510 | 11,000,000
Profit before tax |  | 1,651,599 | 10,435,933
Profit for the financial year |  | 1,651,599 | 10,435,933
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 11 to 22 form part of these financial statements.
Page 8
PERSEUS GROUP SOFTWARE LIMITED REGISTERED NUMBER: 08159373 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 9 |  | 1,846 |  | 3,021
Investments | 10 |  | 14,614,227 |  | 14,614,227
|  |  | 14,616,073 |  | 14,617,248
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 11 | 763,942 |  | 95,075 |
Cash at bank and in hand | 12 | 6,064 |  | - |
|  | 770,006 |  | 95,075 |
Creditors: amounts falling due within one year | 13 | (3,883,079) |  | (2,667,412) |
Net current liabilities |  |  | (3,113,073) |  | (2,572,337)
Total assets less current liabilities |  |  | 11,503,000 |  | 12,044,911
Net assets excluding pension asset |  |  | 11,503,000 |  | 12,044,911
Net assets |  |  | 11,503,000 |  | 12,044,911
Capital and reserves |  |  |  |  |
Called up share capital | 15 |  | 1 |  | 1
Profit and loss account | 16 |  | 11,502,999 |  | 12,044,910
|  |  | 11,503,000 |  | 12,044,911
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 February 2026.
................................................ L A Colangelo
Director
The notes on pages 11 to 22 form part of these financial statements. Page 9
PERSEUS GROUP SOFTWARE LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 1 | 12,608,977 | 12,608,978
Comprehensive income for the year |  |  |
Profit for the year | - | 10,435,933 | 10,435,933
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 10,435,933 | 10,435,933
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (11,000,000) | (11,000,000)
Total transactions with owners | - | (11,000,000) | (11,000,000)
At 1 January 2024 | 1 | 12,044,910 | 12,044,911
Comprehensive income for the year |  |  |
Profit for the year | - | 1,651,599 | 1,651,599
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 1,651,599 | 1,651,599
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (2,193,510) | (2,193,510)
Total transactions with owners | - | (2,193,510) | (2,193,510)
At 31 December 2024 | 1 | 11,502,999 | 11,503,000
| The notes on pages 11 to 22 form part of these financial statements.
Page 10
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Perseus Group Software Limited is a limited liability company incorporated in the United Kingdom. Its registered office is Abacus House, Acorn Business Park, Tower Park, Poole, Dorset, BH12 4NZ. The principal activity is that of a holding company and cost centre for group companies. 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 Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement ∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Constellation Software Inc as at 31 December 2024 and these financial statements may be obtained from Constellation SoftwareInc. 1200-20 Adelaide Street, East Toronto, ON M5C 2T6, Canada. Page 11
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 12
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised: The Company has contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company adjusts the transaction prices of these contracts for the time value of money. Sale of goods Revenue from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Rendering of services Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
| 2.5 | 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.
| 2.6 | 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. Page 13
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Tangible fixed assets (continued)
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:
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.8 | 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.
| 2.9 | 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.
| 2.10 | Creditors
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
| 2.11 | Financial instruments
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged Page 14
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value. Financial assets All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets. Fair value through profit or loss All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. Impairment of financial assets Financial liabilities At amortised cost Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
| 2.12 | 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
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liaiblities, income and expenditure. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historic experience and other assumptions that are considered reasonable in the circumstances. The actual amounts or value may vary in certain instances from the assumptions and esimates made. Changes will be recorded, with corresponding effect in profit or loss, when, and if better information is obtained. Information about assumptions and esimation uncertainties that have a significant risk of resulting in material adjustment within the next financial year are included below. Critical judgments that management has made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relates to the following: Impairment of non-financial assets In assessing impairment, management estimates the recoverable amounts of each asset or cash generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates assumptions about future operating results and determination of a suitable discount rate. Page 16
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Interco | 300,314 | -
|  | 300,314 | -
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 7,340 | -
| Rest of Europe | 1,017 | -
| Rest of the world | 291,957 | -
|  | 300,314 | -
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 1,175 | -
| Exchange differences | (8,453) | (1,081)
| Defined contribution pension cost | 87,533 | 37,694
|  | - | -
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 6,100 | 5,000
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PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Employees
| Staff costs were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 540,456 | 399,180
| Social security costs | 83,309 | 53,845
| Cost of defined contribution scheme | 87,533 | 37,694
|  | 711,298 | 490,719
| The directors received remuneration of £nil (2023: £nil) during the year.
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Employees | 13 | 13
8. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividends | 2,193,510 | 11,000,000
|  | 2,193,510 | 11,000,000
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PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost or valuation |
| At 1 January 2024 | 3,021
| At 31 December 2024 | 3,021
| Depreciation |
| Charge for the year on owned assets | 1,175
| At 31 December 2024 | 1,175
| Net book value |
| At 31 December 2024 | 1,846
10. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 14,614,227
| At 31 December 2024 | 14,614,227
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Class of shares | Holding
| Ibcos Holdings Limited | Ordinary | 100%
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PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Subsidiary undertaking (continued)
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:
| Name | Aggregate of share capital and reserves
| Ibcos Holdings Limited | 6,798,193
| On 27 January 2026, Ibcos Holdings Limited was dissolved. On this date, the ownership of Ibcos Computers Limited was transferred from Ibcos Holdings Limited to Perseus Group Software Limited.
11. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 1,067 | -
| Amounts owed by group undertakings | 757,671 | 86,453
| Other debtors | - | 846
| Prepayments and accrued income | 5,204 | 7,776
|  | 763,942 | 95,075
12. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 6,064 | -
|  | 6,064 | -
13. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | (269) | -
| Amounts owed to group undertakings | 3,835,324 | 2,657,573
| Other taxation and social security | 1,837 | 2,939
| Accruals and deferred income | 46,187 | 6,900
|  | 3,883,079 | 2,667,412
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PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Financial instruments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 6,064 | -
| Financial assets that are debt instruments measured at amortised cost | 758,738 | 86,453
|  | 764,802 | 86,453
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | (3,881,242) | (2,664,473)
| Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.
| Financial assets that are debt instruments measured at amortised cost comprise amounts owed by group undertakings and other debtors.
| Financial liabilities measured at amortised cost comprise amounts due to group undertakings, other creditors and accruals.
15. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of £1.00 | 1 | 1
16. | Reserves
Profit and loss account Includes all current and prior period retained profits and losses.
17. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £87,533 (2023 - £37,694). Contributions totalling £1,805 (2023 - £2,939) were payable to the fund at the balance sheet date and are included in creditors. Page 21
PERSEUS GROUP SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Related party transactions
| As permitted by FRS 101 related party transactions with wholly owned members of the Constellation Software Inc group have not been disclosed.
19. | Controlling party
The largest and smallest group in which the results are consolidated is that headed by Constellation Software Inc, a Company incorporated in Canada, which is the ultimate controlling party of the Company at the date of signing these financial statements. The consolidated accounts of Constellation Software Inc are available to the public and may be obtained from Constellation Software Inc. 1200-20 Adelaide Street East Toronto, ON MSC 2T6, Canada.
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