Company registration number 09926911 (England and Wales)
COMPANIAL UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
COMPANIAL UK LIMITED
COMPANY INFORMATION
DIRECTORS
Mr W G McIntee
Mr W Van Grootheest
Mr E J Kaae
COMPANY NUMBER
09926911
REGISTERED OFFICE
The Hub
Fowler Avenue
Farnborough Business Park
Farnborough
Hampshire
GU14 7JF
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
NEWPORT
South Wales
NP10 8FY
COMPANIAL UK LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 11
Statement of income and retained earnings
12
Balance sheet
13
Statement of cash flows
14 - 15
Notes to the financial statements
16 - 31
COMPANIAL UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of the company is the distribution of Microsoft Dynamics licenses and relating Microsoft products (on-premise, hosting and cloud) and providing support by offering value added services in areas such as training, technical services/consultancy, marketing and support. As part of the Companial Group with approximately 350 employees as per 31 December 2024 in several offices, the group delivers services globally. The group is focusing on vendors and their partners who want to increase their added value, revenue and profitability. Our continuous growth as a group over the past years has been achieved by:

- focusing on business improvement for our partners and customers,

- doing the right investments and innovations at the right time,

- increasing footprint globally,

- using our experience in a way that partners and customers can lower their costs and increase their business,

- Intellectual Property with high value add based on Microsoft technology in specific verticals or horizontally.

Companial UK is one of the ten (legal) entities within the Companial Group with 10 employees as per 31 December 2024. Besides own employees Companial UK is using shared services from its group companies.

COMPANIAL UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
REVIEW OF THE BUSINESS

The aim to present a balanced and comprehensive report of the development and performance of the group during the year and its position at the year end. Our report is consistent with the size and nature of the business and is written in the context of the risks and uncertainties of the business environment the group operates in.

Both revenue and gross margin are showing a high growth rate, mainly because of the transition from on-premise licensing model to the cloud model and growth of partner base. The activities were expanded to Ireland in 2024 as well. The revenue has grown by 18.9% to £26,132K and gross profit has grown 44.8% to £4,110K compared to 2023. EBITDA increased by £284K to £783K (56.8%).

Based on the business models and the performance today we expect that both the revenue and gross margin will continue to grow in 2025.

We expect that the liquidity position will improve every year because of positive cash flow generation (excluding intra-group transactions).

For 2025 the focus will be to achieve further growth in revenue and EBITDA. We expect that the number of employees in various departments will remain stable over the year.

Working capital is crucial in a growing company. The mother company of Companial has been able to finance the group in 2022 and has term-loans, a revolving loan facility and a RCF-facility which remained unchanged in 2024. With this financing the group, and therefore Companial UK Ltd, has the possibilities to facilitate further growth. Every year the management board of the group will consider if the current financing activities are sufficient to execute the strategic agenda of the group.

COMPANIAL UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
PRINCIPAL RISKS AND UNCERTAINTIES

The main potential risks for the Companial group (and therefore Companial UK) are:

- Dependency on Microsoft: We have a strong relationship with Microsoft. Companial has close relationships with Microsoft on a senior management level. Microsoft continues to endorse Companial towards their channel partners. Our partners outperform their Microsoft peers, and we keep a very close relationship to Microsoft at all levels to mitigate that risk.

- Transition of Business Central from SPA License model to the CSP license model results in more possible competition, as more competitors offering CSP licenses. Opening that market will have an impact on our competitive position and our revenue-mix. Companial is well prepared to keep a differentiated position in the marketplace, based on 3 key pillars: Dynamics Expertise, personal touch to partners and our lifecycle services. In 2024 the number of partners transacting with the new CSP program has grown substantially and we expect a further growth in 2025 and the years after.

- Cloud adoption in the market: One of the most important factors for the success of Companial is the emergence of cloud-based software solutions. With our solutions and technical services Companial offers all the tooling necessary to make that transition and secondly, we act as the frontrunners in enabling the channel around the Power Apps platform. Companial is in pole position to take advantage of the cloud adoption.

- Exchange rate differences: Companial is facing exchange rate differences, mainly for the GBP/EUR exchange rate. Since sales and the main part of the costs for our UK pounds, the risk is limited and naturally hedged. Companial accept this residual risk.

- Inflation risk: Inflation reached elevated levels during 2023 and showed stabilization during 2024. The principal exposure relates to developments in personnel costs, which have been incorporated into the Company’s business planning assumptions. As a substantial portion of the cost base is directly correlated with revenue streams, management expects the Group’s margins to remain stable.

- IT- and data leakage risks: Keeping our 7-systems and data safe and secure has been and will continue to be a top-priority for the companies within the Companial group. Companial group is working with an external vendor to assess the risks and build a framework while mitigating them where needed. On top of that we have a Data Protection Officer (DPO) to facilitate the protection and privacy of data of our customers and to be compliant with the applicable legislation (GDPR). Besides this, we we successfully completed the required audits by Microsoft in this area. Next to this our legal team has a dedicated lawyer focusing on the area of data privacy and risk.

- Fraud risks: as in every company management is aware of potential fraud risks. Companial mitigates this risk by segregation of duties and various controls. In 2024, management didn't have any indications of fraud.

COMPANIAL UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

Although these risks are present, no significant events have occurred in 2024. If these risks do occur, the financial impact is difficult to predict, depending on the extent to which the risk occurs. In that case, management will of course make every effort to minimize the impact. Management tries to anticipate potential risks and implement an appropriate policy there, so that only normal entrepreneurial risks remain. No major new risks were identified, but the Board aims to improve the awareness of our employees about (compliance) risks and measures taken. To improve the awareness, amongst other things, workshops will be held and presentations will be given to all employees. Additional audits on our IT risks have been performed on our entire IT department. If needed corrective actions have been taken. This has a continuous priority of management. Overall, until today we were able to minimize our risk and no negative financial impact has occurred.

On behalf of the board

Mr W Van Grootheest
Director
1 May 2026
COMPANIAL UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

RESULTS AND DIVIDENDS

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £700,000. The directors do not recommend payment of a further dividend.

DIRECTORS

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr W G McIntee
Mr W Van Grootheest
Mr E J Kaae
STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 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 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.

STATEMENT OF DISCLOSURE TO AUDITOR

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

COMPANIAL UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
MEDIUM-SIZED COMPANIES EXEMPTION

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr W Van Grootheest
Director
1 May 2026
COMPANIAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPANIAL UK LIMITED
- 7 -
Opinion

We have audited the financial statements of Companial UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows and notes to the financial statements, including 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 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 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 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.

COMPANIAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPANIAL UK LIMITED (CONTINUED)
- 8 -

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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the strategic report and the directors' r eport 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 identifie d material misstatements in the strategic report or the directors' r eport.

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.

COMPANIAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPANIAL UK LIMITED (CONTINUED)
- 9 -
Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

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.

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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
COMPANIAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPANIAL UK LIMITED (CONTINUED)
- 10 -
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.

COMPANIAL UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPANIAL UK LIMITED (CONTINUED)
- 11 -
Jonathan Harrhy
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
NEWPORT
South Wales
NP10 8FY
5 May 2026
COMPANIAL UK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
TURNOVER
3
26,131,962
21,977,506
Cost of sales
(22,021,552)
(19,138,058)
GROSS PROFIT
4,110,410
2,839,448
Administrative expenses
(3,578,540)
(2,642,176)
Other operating income
239,068
289,735
OPERATING PROFIT
4
770,938
487,007
Interest receivable and similar income
7
9,927
79,085
Interest payable and similar expenses
8
(3,323)
(4,802)
PROFIT BEFORE TAXATION
777,542
561,290
Tax on profit
9
(194,384)
(137,621)
PROFIT FOR THE FINANCIAL YEAR
583,158
423,669
Retained earnings brought forward
946,631
522,962
Dividends
10
(700,000)
-
0
Retained earnings carried forward
829,789
946,631

The profit and loss account has been prepared on the basis that all operations are continuing operations.

COMPANIAL UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
FIXED ASSETS
Intangible assets
11
6,117
15,294
Tangible assets
12
2,766
5,940
8,883
21,234
CURRENT ASSETS
Debtors
13
6,362,996
5,087,318
Cash at bank and in hand
1,443,617
1,732,357
7,806,613
6,819,675
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
14
(6,984,767)
(5,893,338)
NET CURRENT ASSETS
821,846
926,337
TOTAL ASSETS LESS CURRENT LIABILITIES
830,729
947,571
PROVISIONS FOR LIABILITIES
Deferred tax liability
16
(939)
(939)
NET ASSETS
829,790
946,632
CAPITAL AND RESERVES
Called up share capital
18
1
1
Profit and loss reserves
829,789
946,631
TOTAL EQUITY
829,790
946,632

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 1 May 2026 and are signed on its behalf by:
Mr W Van Grootheest
Director
Company registration number 09926911 (England and Wales)
COMPANIAL UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year after tax
583,158
423,669
Adjustments for:
Taxation charged
194,384
137,621
Finance costs
3,323
4,802
Investment income
(9,927)
(79,085)
Gain on disposal of tangible fixed assets
-
(201)
Amortisation and impairment of intangible assets
9,177
9,177
Depreciation and impairment of tangible fixed assets
3,174
3,408
Accrued expenses/(income)
-
40,644
Movements in working capital:
Increase in debtors
(1,260,212)
(1,030,646)
Increase in creditors
658,775
1,193,751
Cash generated from operations
181,852
703,140
Interest paid
(3,323)
(4,802)
Income taxes paid
(268,003)
(79,468)
Net cash (outflow)/inflow from operating activities
(89,474)
618,870
INVESTING ACTIVITIES
Purchase of tangible fixed assets
-
0
(4,115)
Proceeds from disposal of tangible fixed assets
-
0
1,268
Interest received
9,927
79,085
Net cash generated from investing activities
9,927
76,238
FINANCING ACTIVITIES
Repayment of loans from group undertakings
-
0
(354,568)
Dividends paid
(700,000)
-
0
Net cash used in financing activities
(700,000)
(354,568)
COMPANIAL UK LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
£
£
- 15 -
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(779,547)
340,540
Cash and cash equivalents at beginning of year
1,732,357
1,391,817
CASH AND CASH EQUIVALENTS AT END OF YEAR
952,810
1,732,357
RELATING TO:
Cash at bank and in hand
1,443,617
1,732,357
Bank overdrafts included in creditors payable within one year
(490,807)
-
0
COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
ACCOUNTING POLICIES
Company information

Companial UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Hub, Fowler Avenue, Farnborough Business Park, Farnborough, Hampshire, GU14 7JF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 17 -
1.3
Turnover
General

Revenue comprises the income from the supply of services after deduction of discounts, taxes etc. levied on the turnover.

Some contracts only contain a single performance obligation. For those contractual arrangements that contain multiple performance obligations, the total consideration is allocated on the basis of the relative estimated stand-alone selling price of each performance obligation. There are no contracts with customers that contain significant contingent considerations or significant financing components. Revenues are recognised in the profit and loss account when the amount of revenue can be determined reliably, collection of the consideration to be received is probable, the extent to which the service has been rendered on the balance sheet date is measured reliable and the cost is already incurred and that (possibly) have to be incurred to complete the service can be reliably determined.

Some performance obligations are settled at a point in time (license, subscription and enhancement), the group recognises these revenues when substantially all risks and rewards are transferred. For performance based obligations settled over time by the group's own employees, the group uses the input approach based on the total hours spent by its own employees as at balance sheet date compared to the total expected hours required to settle the performance obligation. In cases where over time accounting is used where all costs are external, the group uses an input approach comparing the total costs as at balance sheet date compared to he total expected cost required to settle the performance obligation.

Licenses / Subscriptions / Enhancements

The group is a distributor of Microsoft products. Revenue from services rendered related to licenses, subscriptions and enhancements is recognised at a point in time when the order has been finally processed in the Microsoft portal. Based on risks and rewards (e.g., default risk and price risk) the group recognises the total sales price as revenue (and relating direct external costs from Microsoft) in our income statement.

License, subscription and enhancement revenues from the group's own intellectual property is accounted for over time based on the number of days elapsed in comparison to the total contractual arrangement.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 18 -
CSP

CSP is a cloud based Microsoft license which the group sells to our customers. these licenses have a term between 1 month and 3 years. CSP revenue is recognised over-time (based on actual elapsed days of the CSP1 license in the financial year) based on the contractual performance obligations it has to its customers. The group takes into account cancellation rights of customers and, if applicable, allocates any non-refundable fees to other performance obligations in its contracts. Based on risks and rewards (e.g., default risk and price risk) the group recognises the total sales price as revenue (and relating direct external costs from Microsoft) in our income statement. If applicable, pre-invoiced CSP-license revenue or CSP-licenses to be involved (including relating direct external costs) is accrued.

Hosting/Membership & obligation service funds

Hosting services consist of providing a self-provisioning platform for hosting to partners. Hosting revenue is recognised over-time (based on actual elapsed days of the hosting-license in the financial year) based on the contractual arrangements with our customers. Based on risks and rewards (e.g., default risk and price risk) the group recognises the total sales price as revenue (and relating direct external costs from Microsoft) in our income statement. If applicable pre-invoiced hosting-revenue of hosting revenue to be invoiced (including relating direct external costs) is accrued.

Membership revenue is recognised based on the elapsed months in the financial year, if applicable pre-invoiced membership or membership to be invoiced is accrued.

Based on each specific membership arrangement our customers receive service funds based on invoiced membership fees. These service funds can be redeemed when ordering trainings or specific services. Service funds expire based on contractual arrangements; non-used service funds are deducted on a yearly basis.

Training & services

Revenue from services rendered is recognised in proportion to the training and services delivered using the input methods previously described. If the outcome of a particular service contract cannot be determined reliably, the revenue is recognised to the extent of the costs of the service that are covered by the revenue. Commission revenue included in the service revenue is recognised based on contractual arrangements and order intake,

Other revenue

Other revenue mainly relates to funding for specific programmes. Revenue is recognised in proportion to the services delivered.

Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that is is probable the expenses recognised will be recovered.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 19 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Distribution rights
20% straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 20 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 22 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 23 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the balance sheet and the amount of the provision as an expense.

Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. any adjustments to the amounts previously recognised are recognised in the profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 24 -
1.14

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company’s accounting policies, the directors are required to make judgements, 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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic life of tangible fixed assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

Deferred tax

Recognition of deferred tax assets and liabilities requires judgement regarding the extent to which future taxable profits will be sufficient to utilise deductible temporary differences and tax losses. Management assesses forecasts of future profitability, the expected timing of reversals of temporary differences, and the availability of tax planning opportunities. Deferred tax balances are measured using enacted or substantively enacted tax rates at the reporting date. Changes in tax legislation or rates may result in adjustments to deferred tax balances.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
3
TURNOVER AND OTHER REVENUE
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
25,169,937
21,400,565
Rendering of services
962,025
576,941
26,131,962
21,977,506
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
25,957,239
21,248,174
Overseas sales
174,723
729,332
26,131,962
21,977,506
2024
2023
£
£
Other revenue
Interest income
9,927
79,085
4
OPERATING PROFIT
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
33,554
32,936
Fees payable to the company's auditor for the audit of the company's financial statements
10,845
9,650
Depreciation of tangible fixed assets
3,174
3,408
Profit on disposal of tangible fixed assets
-
(201)
Amortisation of intangible assets
9,177
9,177
Impairment of trade debtors
18,012
1,983
COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
5
EMPLOYEES

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
10
10

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
824,307
762,071
Social security costs
79,876
77,774
Pension costs
11,104
10,622
915,287
850,467
6
DIRECTORS' REMUNERATION
2024
2023
£
£
Remuneration for qualifying services
183,753
179,285
Company pension contributions to defined contribution schemes
1,321
1,321
185,074
180,606
7
INTEREST RECEIVABLE AND SIMILAR INCOME
2024
2023
£
£
Interest income
Other interest income
9,927
79,085
COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
8
INTEREST PAYABLE AND SIMILAR EXPENSES
2024
2023
£
£
Other finance costs:
Other interest
3,323
4,802
9
TAXATION
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
194,384
137,621

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
777,542
561,290
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
194,386
131,903
Tax effect of expenses that are not deductible in determining taxable profit
(2)
22
Adjustments in respect of prior years
-
0
5,696
Taxation charge for the year
194,384
137,621
10
DIVIDENDS
2024
2023
£
£
Final paid
700,000
-
0
COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
11
INTANGIBLE FIXED ASSETS
Distribution rights
£
Cost
At 1 January 2024 and 31 December 2024
45,884
Amortisation and impairment
At 1 January 2024
30,590
Amortisation charged for the year
9,177
At 31 December 2024
39,767
Carrying amount
At 31 December 2024
6,117
At 31 December 2023
15,294
12
TANGIBLE FIXED ASSETS
Fixtures and fittings
£
Cost
At 1 January 2024 and 31 December 2024
17,128
Depreciation and impairment
At 1 January 2024
11,188
Depreciation charged in the year
3,174
At 31 December 2024
14,362
Carrying amount
At 31 December 2024
2,766
At 31 December 2023
5,940
COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
13
DEBTORS
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,752,264
3,398,504
Corporation tax recoverable
15,466
-
0
Other debtors
2,595,266
1,688,814
6,362,996
5,087,318
14
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
Notes
£
£
Bank loans and overdrafts
15
490,807
-
0
Trade creditors
3,571,586
3,917,480
Amounts owed to group undertakings
453,427
151,097
Corporation tax
-
0
58,153
Other taxation and social security
66,197
156,295
Other creditors
2,213,928
1,468,512
Accruals and deferred income
188,822
141,801
6,984,767
5,893,338
15
LOANS AND OVERDRAFTS
2024
2023
£
£
Bank overdrafts
490,807
-
0
Payable within one year
490,807
-
0

The company had bank overdrafts of £490,807 (2024: £nil) at the balance sheet date. The overdrafts are repayable on demand and incur interest at rates linked to the bank’s base rate.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
16
DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
939
939
There were no deferred tax movements in the year.

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

17
RETIREMENT BENEFIT SCHEMES
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
11,104
10,622

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
SHARE CAPITAL
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
19
ULTIMATE CONTROLLING PARTY

The Company's immediate parent is Companial B.V. Companial B.V is the smallest group to consolidate these statements and its registered office is Leusderend 20, Leusden, 3832 RC, The Netherlands. The largest group to consolidate these financial statements is Novature Coöperatie U.A.

COMPANIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
20
ANALYSIS OF CHANGES IN NET FUNDS
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,732,357
(288,740)
1,443,617
Bank overdrafts
-
0
(490,807)
(490,807)
1,732,357
(779,547)
952,810
21
RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption under FRS102 Section 33 "Related Party Transactions" from disclosing transactions with its fellow group companies where 100% of the voting rights are contained within the group.

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