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Registered number: 08318558
SAGE HOLDING COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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SAGE HOLDING COMPANY LIMITED
CONTENTS
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Statement of Directors' Responsibilities in respect of the Annual Report and Financial Statements for the year ended 30 September 2025
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Independent Auditor's Report to the Members of Sage Holding Company Limited
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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SAGE HOLDING COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors of Sage Holding Company Limited (the “Directors”) present their Strategic Report on Sage Holding Company Limited (the “Company") for the year ended 30 September 2025. The Directors of The Sage Group plc., the ultimate parent company, set the strategy for the whole Sage group of companies ("Sage", or the "Group”). This is set out within The Sage Group plc. Annual Report and Accounts for the year ended 30 September 2025 (the “Plc Annual Report and Accounts”), which does not form part of this report.
Principal activity and business review
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The principal activity of the Company is that of a holding company. The Company has not traded during the year or prior year and the only amounts included in the income statement relate to the Company's activity as a holding company.
During the year dividends of £365,092,000 were declared and paid (2024: £nil)
Principal risks and uncertainties
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The Global Risk Management Framework has been built to identify, evaluate, analyse, manage and mitigate those risks which threaten the successful achievement of our business strategy and objectives, within tolerable appetites. Risks are owned and managed at a Global level and are formally reviewed on a quarterly basis.
Risk is inherent within our business activities, and the Group as a whole continues to prioritise and develop its risk management capability in recognition of this. Timely identification of risks, combined with their appropriate management and escalation, enables the Group to successfully run each business and deliver strategic change, whilst ensuring that the likelihood and/or impact associated with such risks is understood and managed within our defined risk appetite.
Currently there are twelve principal risks which are monitored and reported against at a Global level.
• Customer experience
• Execution of Product Strategy
• Developing and Exploiting New Business Models
• Route to Market
• People and Performance
• Culture
• Cyber Security
• Data and AI governance
• Readiness to Scale
• Environmental, Social & Governance
The detail on the background, management and mitigation process can be seen in detail in the Plc Annual Report and Accounts.
Investment risk
The Company acts as a holding company of investments. The main risk facing the Company is a deterioration in the recoverable amount of its investments in subsidiary undertakings, which reflects their underlying performance and future prospects. The Directors assess the recoverable amounts of investments annually or when indicators of impairment exist, by performing an impairment test annually, comparing for each investment the recoverable amount with its carrying value. Only if there is an impairment loss is the carrying value reduced to the recoverable amount.
Impairment losses of £276,124,000 have been recognised in the year (2024: £53,403,000), primarily relating to the investment in Brightpearl Limited which, following a review of its business performance, has been reduced
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SAGE HOLDING COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
to its recoverable amount.
Key performance indicators
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The Directors of The Sage Group plc. manage and measure the Group's operations on a regional and segmental basis. For this reason, the Directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the Company’s business. The key performance indicators used by the directors of The Sage Group plc. to manage and measure the performance of the Group are discussed within the Plc Annual Report and Accounts.
It is the intention of the Directors that the Company will continue to act as a holding and investment company for the foreseeable future.
As required under Section 172(1) of the Companies Act 2006 (“Section 172 (1)”), the Directors of the Company have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had regard to the matters set out in Section 172(1) (a) to (f), which include:
· the likely consequences of decisions in the long term;
· the interests of the Company’s employees;
· fostering business relationships with customers, suppliers and others; the impact on society and the environment;
· maintaining high standards of conduct; and
· acting fairly between members of the Company.
The principal activity of the Company is that of a holding company for investments. The Company did not trade during the FY25 financial year and, therefore, its activities were limited to the Company’s activities as a holding company.
The Company is a wholly owned subsidiary of The Sage Group plc. As is typical for a company which is part of a large, listed, group, day-to-day decision making is delegated to Sage’s management. Sage’s management engage with the Company’s immediate shareholder and other Group undertakings through Sage management activities and meetings. Decisions made by the Directors are guided by Sage Group’s governance framework, values, Code of Conduct and robust standard of business conduct and ethics. The Directors recognise that the Company’s stakeholders are largely consistent with those set out in The Sage Group plc.’s Annual Report and Accounts. They also recognise that whilst the Company itself does not have any employees or customers, that Sage colleagues and customers are crucial to Sage’s success and engagement is maintained at Group level.
The Directors also recognise that the Group is committed to managing the Group's use of resources proactively to minimise environmental impact and investing in education, technology, and environmental change to protect the planet and give individuals and small and mid-sized businesses, the opportunity to thrive. The Directors of the Company also support Sage's culture and commitment to doing business the right way, demonstrated through Sage Foundation, which encourages colleague engagement with charitable giving and philanthropic support for non-profit organisations and communities.
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SAGE HOLDING COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors are kept informed of stakeholder priorities through regular engagement with Sage management and reporting mechanisms, and factor the wider interests of the Group into decision making when relevant.
Section 172(1) statement (continued)
The Company makes autonomous decisions through Board meetings which are convened, as required, to consider those matters which impact the Company. The Director’s consider relevant Section 172(1) factors to ensure stakeholders interests are balanced and that decisions are made in the context of long-term sustainable success of the Company.
During the year ended 30 September 2025, after due consideration of the Company’s financial position and the interests of its stakeholders, the Directors declared and paid a dividend of £365,092,000 to its sole shareholder, The Sage Group plc. After a full review of the distributable reserve analysis the Directors considered the dividend to promote the success of the Company for the benefit of the sole member. The Directors also considered the likely consequences of the decision in the longer-term and agreed that, following the payment of the dividend, the Company would continue to have the resources to meet its operating and other debts as they fall due and did not compromise the Company’s operational resilience.
The Directors also approved the acquisition of Fyle Technologies Private Limited, an AI-enabled expense management software. In making the decision, the Directors assessed the strategic rationales and benefits of the acquisition, gave due consideration to the Company’s financial position and the interests of it’s stakeholders.
This report was approved by the Board and signed on its behalf.
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SAGE HOLDING COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors present their audited report and the audited financial statements for the year ended 30 September 2025.
The principal activity of Sage Holding Company Limited is that of a holding company. The Company has not traded during the year or prior year and the only amounts included in the income statement relate to the Company's activity as a holding company.
Results and dividends
The profit for the year amounted to £101,406,000 (2024: £1,590,705,000) and is reflective of the activity during the year. During the year dividends of £365,092,000 were declared and paid (2024: £nil).
The Directors who served during the year, and to the date of this report, were:
Victoria Louise Bradin (resigned 23 January 2026)
Sarah Browne (appointed 23 January 2026)
Jacqui Cartin (resigned 18 November 2025)
Alexander Hall (appointed 11 April 2025)
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Mark Parry (appointed 23 January 2026)
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The ultimate parent company, The Sage Group plc., maintained liability insurance for its directors and officers during the financial year and up to the date of approval of these financial statements. The Sage Group plc. has also provided an indemnity for its directors and the company secretary, which is a qualifying third party indemnity provision for the purposes of the Companies Act 2006.
The Company and Sage continue to give full and fair consideration to applications for employment made by disabled persons, having regard to their respective aptitudes and abilities. This includes, where practicable, the continued employment of those who may become disabled during their employment, and the provision of training and career development and promotion opportunities, where appropriate. For further information please refer to the Plc Annual Report and Accounts available on Sage’s website at sage.com.
Engagement with colleagues
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Sage has continued its policy of colleague involvement by making information available and consulting, where appropriate, with colleagues on matters of concern to them. Colleagues regularly receive updates on the financial and economic factors affecting the Group, and conversely the Group regularly seeks feedback from colleagues, including through pulse surveys. Many colleagues participate in Sage’s share option schemes and a long-term Performance Share Plan. Further details of colleague engagement and how the Directors have had regard to employee interests and the effect of that regard on principal decisions taken during the year ended 30 September 2025 are provided on page 2 of the Strategic Report of the Company as the Directors consider them to be of strategic importance.
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SAGE HOLDING COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company is exempt from providing the information required by Schedule 7A to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) in respect of greenhouse gas emissions, energy consumption and action taken to increase its energy efficiency in the UK, as the Company is included in the annual report and accounts of The Sage Group plc. for the year ended 30 September 2025 which include the required disclosures.
The principal activity of the company is that of a holding company for the group headed by The Sage Group Plc (the ultimate parent company). The company’s cash flows are therefore dependent on the continuation, volume, and pricing of those operations.
The company meets its day to day working capital requirements from interest and dividend income, together with intercompany loans with the Sage Treasury Company Limited headed by The Sage Group Plc.
The Directors have performed a going concern assessment which indicates that, in reasonably possible downsides, the company will require additional funds, through funding from its immediate and ultimate company, The Sage Group Plc, to meet its liabilities as they fall due during the 12 month period from the date of approval of accounts for year ended 30/09/2025, the going concern assessment period.
The Sage Group Plc has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts currently due to the Sage Treasury Company Limited, which at 30/09/2025 amounted to £1.6 billion, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the Directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Disclosure of information to auditor
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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 auditor is 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 auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
The external auditor of the company for the prior financial year was Ernst and Young. As a result of an audit
tender undertaken by the Company's ultimate parent Company, The Sage Group plc, KPMG LLP were
appointed by the Company as auditors for the year ended 30 September 2025.
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be re-appointed, and KPMG
LLP will therefore continue in office.
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SAGE HOLDING COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Post balance sheet events
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There have been no significant subsequent events identified at the date of this report which would impact the
Company.
This report was approved by the Board and signed on its behalf.
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C23 - 5 & 6 Cobalt Park Way Cobalt Park
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SAGE HOLDING COMPANY LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors are responsible for preparing the Annual Report and 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 UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going-concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
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SAGE HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAGE HOLDING COMPANY LIMITED
Opinion
We have audited the financial statements of Sage Holding Company Limited (“the Company”) for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet and the Statement of Changes in Equity and related notes, including the accounting policies in note 2.
In our opinion, the financial statements:
•give a true and fair view of the state of the Company’s affairs as at 30 September 2025 and of its profit for the year then ended;
• have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
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SAGE HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAGE HOLDING COMPANY LIMITED
• Enquiring of directors, internal audit and inspection of policy documentation as to the Company’s high-level policies and procedures to prevent and detect fraud including the internal audit function, and the Company’s channel for whistleblowing, as well as whether they have knowledge of any actual, suspected or alleged fraud.
•Reading Board minutes.
•Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Company does not have any revenue.
We did not identify any additional fraud risks.
We also performed procedures including:
• Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to unusual combinations of cash and borrowings.
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and others in management and discussed with the directors and others in management (as required by auditing standards), and discussed the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related-companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: data protection laws, and anti-bribery recognising the nature of the Company’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
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SAGE HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAGE HOLDING COMPANY LIMITED
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors’ report
The directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
• we have not identified material misstatements in the strategic report and the directors’ report;
• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required 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.
We have nothing to report in these respects.
Directors’ responsibilities
As explained more fully in their statement set out on page 7, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
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SAGE HOLDING COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SAGE HOLDING COMPANY LIMITED
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
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.
Luke Baker (Senior statutory auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
28 April 2026
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SAGE HOLDING COMPANY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Income from shares in group undertakings
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Selling and administrative expenses
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Amounts written off investments/loss on disposals
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Items of Other Comprehensive income that will not be reclassified to profit or loss
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Fair value reassessment of equity investments
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Other comprehensive income
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Total comprehensive income for the year
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The notes on pages 15 to 32 form part of these financial statements.
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SAGE HOLDING COMPANY LIMITED
REGISTERED NUMBER: 08318558
BALANCE SHEET
AS AT 30 SEPTEMBER 2025
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 28 April 2026.
The notes on pages 15 to 32 form part of these financial statements.
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SAGE HOLDING COMPANY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Fair value reassessment of equity investments
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 15 to 32 form part of these financial statements.
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Page 14
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Sage Holding Company Limited (the “Company”) is a company incorporated and domiciled in England, it is a private company limited by shares and the Company’s registered address is C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, United Kingdom, NE28 9EJ.
2.Accounting policies
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Basis of preparation of financial statements
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The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and the UK Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the UK ("Adopted IFRSs") but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The Company’s ultimate parent undertaking, The Sage Group plc., includes the Company in its consolidated financial statements. The consolidated financial statements of The Sage Group plc. are prepared in accordance with International Financial Reporting Standards and are available to the public and may be obtained from the address given in note 16.
The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.
Judgements made by the Directors, in the application of these accounting policies that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 3.
The financial statements are prepared on a going concern basis and under the historical cost
convention, as modified by derivative financial assets and financial liabilities measured at fair value
and in accordance with the Companies Act 2006. All amounts are presented in Great British Pounds
(GBP).
The principal activity of the company is that of a holding company for the group headed by The Sage Group Plc (the ultimate parent company). The company’s cash flows are therefore dependent on the continuation, volume, and pricing of those operations.
The company meets its day to day working capital requirements from interest and dividend income, together with intercompany loans with the Sage Treasury Company Limited headed by The Sage Group Plc.
The Directors have performed a going concern assessment which indicates that, in reasonably possible downsides, the company will require additional funds, through funding from its immediate and ultimate company, The Sage Group Plc to meet its liabilities as they fall due during the 12 month period from the date of approval of accounts for year ended 30/09/2025, the going concern assessment period.
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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Basis of preparation of financial statements (continued)
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The Sage Group Plc has indicated its intention to continue to make available such funds as are needed by the company, and that it does not intend to seek repayment of the amounts currently due to the Sage Treasury Company Limited, which at 30/09/2025 amounted to £1.6 billion, during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the Directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis
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Financial Reporting Standard 101 - reduced disclosure exemptions
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In these financial statements, the Company, as a qualifying entity under FRS 101, has applied the exemptions available under the standard in respect of the following disclosures:
• A Cash Flow Statement and related notes, as required by IAS 7 Statement of cash flows;
• Disclosures in respect of transactions with wholly owned subsidiaries, as required by IAS 24 Related party disclosures;
• Disclosures in respect of capital management, as required by paragraphs 134 to 136 of IAS 1 Presentation of financial statements;
• The effects of new but not yet effective IFRSs, as required by paragraphs 30 and 31 of IAS 8 Accounting policies, changes in accounting estimates and errors;
• Disclosures in respect of the compensation of Key Management Personnel, as required by paragraph 17 of IAS 24 Related party disclosures;
As the consolidated financial statements of The Sage Group plc. include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
• Certain disclosures required by paragraphs 91 to 99 of IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures.
Monetary assets and liabilities expressed in foreign currencies are translated into sterling at rates of exchange prevailing at the balance sheet date. Transactions in foreign currencies are converted into sterling at the rate prevailing at the dates of the transactions. All differences on exchange are taken to the income statement.
Interest income is recognised in income statement using the effective interest method.
Page 16
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to income statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
The taxation expense for the year represents the sum of current tax payable and deferred tax. The expense is recognised in the income statement and statement of comprehensive income according to the accounting treatment of the related transaction.
Current tax payable or receivable is based on the taxable income for the period and any adjustment in respect of prior periods. Current tax is measured at the amount expected to be recovered from or paid to the taxation authorities, calculated using tax rates that have been enacted at the end of the reporting period.
The Company and its fellow group undertakings are able to relieve their tax losses by surrendering them to other group companies, within the UK corporation tax group, where capacity to utilise these losses exists.
Investments are stated at cost less provision for any diminution in value. Any impairment is charged to the income statement account as it arises.
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Trade and other receivables
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Trade and other receivables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method, less an allowance for expected credit losses.
The carrying amounts of trade receivables are reduced by allowances for expected credit losses
using the simplified approach under IFRS 9. The Company uses a matrix approach to determine the
allowance. The default rates applied are based on the ageing of the receivable, past experience of
credit losses and forward looking information. An allowance for a receivable’s estimated lifetime
expected credit losses is first recorded when the receivable is initially recognised, and subsequently
adjusted to reflect changes in credit risk until the balance is collected. In the event that management
considers that a receivable cannot be collected, the balance is written off.
Trade and other payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised (i.e., removed from the Company’s balance sheet) when the rights to receive cash flows from the asset have expired; or when the Company has transferred those rights and either has also transferred substantially all the risks and rewards of the asset or has
Page 17
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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neither transferred nor retained substantially all the risks and rewards of the asset but no longer has control of the asset.
Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.
Financial assets and financial liabilities are initially measured at fair value.
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.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Dividends are recognised through equity when approved by the Company’s shareholders or on payment, whichever is earlier.
Page 18
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amount of the assets and liabilities within the next year.
Recoverability of investments
Recoverable amount represents the higher of value in use and the fair value less costs of disposal. Determining whether investments are impaired required an estimate of the value-in-use or assessment of the assets and liabilities in the investment group. Where an estimate of the value-in-use is used, the key assumptions applied in the calculation relate to the future performance expectations of the business – average medium-term revenue growth, long term operating margin and long-term growth rate – as well as the discount rate to be applied in the calculation. The fair value less costs of disposal approach considers comparable market transactions to estimate a revenue or profit based multiple, which is applied to the respective metrics of the subsidiary.
The carrying value of investments at 30 September 2025 was £3,426,272,000 (2024: £3,637,139,000) and an impairment loss of £276,124,000 has been recognised (2024: £53,403,000). Please see note 9 for further details.
Recoverability of amounts owed by group undertakings
Amounts owed by group undertakings to which IFRS 9’s general approach to recognising expected credit losses applies requires determination of whether the amounts are recoverable based on whether the other party is able to repay. This is performed by assessing the assets and liabilities of the other party and the period over which it would be able to repay the amount due if required. A provision is recognised for any shortfall in the amounts that the counterparty would be able to repay compared to the outstanding balance. Where a balance attracts interest, the amount to be repaid is discounted at the applicable interest rate.
The carrying value of amounts owed by group undertakings at 30 September 2025 was £1,662,914,000 (2024: £1,582,954,000) and no impairment loss has been recognised (2024: £nil).
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Income from shares in group undertakings
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Income from shares in group undertakings comprises dividend income from subsidiaries.
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Auditors’ remuneration is borne by the ultimate parent company, The Sage Group plc., for the year. The
audit fees payable in relation to the audit of the financial statements of the Company are £62,730 (2024:
£42,239).
The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the group accounts of its parent The Sage Group plc.
The Directors did not receive any emoluments during the year in respect of their services to the Company (2024: £nil). No other persons were employed during the year (2024: none).
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Page 19
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Interest receivable from group undertakings
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Net foreign exchange gain
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Interest payable to group undertakings
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Net foreign exchange loss
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Current tax on profits for the year
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Page 20
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
8.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Profit multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Non-taxable dividend income
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Group relief utilised not paid
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Movement in tax provisions
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Total tax charge for the year
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Page 21
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Investments in subsidiary companies
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Page 22
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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Additions in the period relate to a £65.2m 99.996% controlling interest in Fyle Technologies Private Limited acquired on the 24 July 2025.
Disposals in the period relate to £17.7m 100% controlling interest in Futrli Ltd and an £11.5m 100% controlling interest in Spherics Technology Ltd. Both of these investments were impaired in the prior year.
The impairment charge for the year primarily relates to the investment in Brightpearl Limited (£268m). The impairment arose as a result of a review of the recoverable amount of the investment following a
review of business performance in the last 12 months.
The recoverable amount of the investment was determined based on fair value less costs of
disposal. Fair value was estimated using a market-based revenue multiple, applied to the forecast
revenues of the underlying business. The methodology reflects assumptions that market
participants would use when pricing the asset.
The impairment loss has been recognised outside of operating profit, within ‘Amounts written off
investments’.
The determination of the recoverable amount involved judgement, particularly in the
selection of an appropriate market based revenue multiple and in assessing the forecast revenues
to which that multiple was applied. The valuation is sensitive to changes in these assumptions.
Additional impairment charges relate to the Bench equity investment, which has been written down by £2.1m, and HR Bakery Ltd, for which an impairment of £5.7m has been recognised following its liquidation in FY25.
Recoverable amount represents the higher of value in use and the fair value less costs of disposal. In assessing the existing value in use management have used a discount rate of between 8.07% and 9.94% (2024: 8.39% and 10.11%). Cash flows have been projected using management’s most recent business forecast over the next five years. Beyond the five years the cash flows are extrapolated using an estimated long-term growth rate between 1.80% and 2.35% (2024: 1.70% - 2.17%). The fair value less costs of disposal approach considers comparable market transactions to estimate a revenue or profit based multiple, which is applied to the respective metrics of the subsidiary.
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Page 23
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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The following were subsidiary undertakings of the Company:
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Suite 60 Level 2, 2 O'Connell Street, Parramatta NSW 2150, Australia
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Level 17, 100 Barangaroo Ave, Barangaroo NSW 2000, Australia
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Sage Business Solutions Pty Ltd *
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Level 17, 100 Barangaroo Avenue, Barangaroo NSW 2000, Australia
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Sage Intacct Australia Pty Ltd
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Level 17, 100 Barangaroo Ave, Barangaroo NSW 2000, Australia
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Level 17, 100 Barangaroo Ave, Barangaroo NSW 2000, Australia
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Stella-Klein-Löw-Weg 15, 1020 Wien, Austria
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Intelligent Apps Holdings Ltd
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2 Bayside Executive Park, West Bay Street & Blake Road, Nassau, Bahamas
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Rue Picard 7 boite 100 1000 Bruxelles Belgique Belgium
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Sage Software Canada Ltd.
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111, 5th Avenue SW, Suite 3100-C, Calgary AB T2P 5L3, Canada
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10 Place de Belgique, La Garenne-Colombes, 92250, Paris, France
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10 Place de Belgique, 92250, La Garenne Colombes, Paris, France
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Best Software (Germany) GmbH
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Franklinstraße 61-63, 60486, Frankfurt am Main, Germany
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Untere Weidenstr. 5, c/o RAè Becker & Koll., 81543, München, Germany
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Josefstraße 10, 78166 Donauerschingen, Germany
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Franklinstraße 61-63, 60486, Frankfurt am Main, Germany
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Sage Management & Services GmbH *
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Franklinstraße 61-63, 60486, Frankfurt am Main, Germany
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Page 24
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Subsidiary undertakings (continued)
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Karl-Heine-Straße 109-111, 04229, Leipzig, Germany
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Sage Business Technology (India) Private Limited *
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The Atrium at Quark City Zone -D, Second Floor, A-45 Industrial Focal Point, Phase VIII B Mohali 160059 India
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Intacct Software Private Limited
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No 501 & 502, Tower C, 5th Floor, The Millenia, No 1 & 2, Murphy Road, Bangalore, 560 008 Karnataka, India
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Lockstep Network India Pvt. Ltd
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1st and 2nd Flr Sky Loft, Creaticity Mall Opp Golf Course, Shastrinagar Yerwada, Pune, 411006, India
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Sage Software India Private Ltd (In Liquidation)
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N-34, Lower Ground Floor, Kalkaji, New Delhi, 110 019, India
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VV Finly Technology Pvt. Ltd.
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1st Floor, Gopala Krishna Complex #45/3 Residency Road, MG Road Bangaluru Karnataka- 560025 India
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Number One, Central Park, Leopardstown, Dublin 18, Ireland
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Sage Global Services (Ireland) Limited
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Number One, Central Park, Leopardstown, Dublin 18, Ireland
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Number One, Central Park, Leopardstown, Dublin 18, Ireland
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Sage Technologies Limited *
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Number One, Central Park, Leopardstown, Dublin 18, Ireland
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144 Begin Menachem Rd Tel Aviv 6492102 Israel
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Sage Malaysia Business Solutions Sdn. Bhd. *
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Level 11,1 Sentral, Jalan Rakyat, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia
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Tour Crystal 1, Niveau 9, Bd Sidi Mohammed Ben Abdellah, Casablanca, 20030, Morocco
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Sage Software Poland sp. z o.o. *
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ul. Towarowa 28 00-839 Warsaw Poland
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Page 25
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Subsidiary undertakings (continued)
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Sage Portugal – Software, S.A. *
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Edifício Porto Office Park. Avenida de Sidónio Pais, 153, 4.º piso, 4100-467 Porto Portugal
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Intacct Development Romania SRL
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Cluj-Napoca, Bd. 21 Decembrie 1989 no. 77, 1st floor, room C.1.2 building C-D, The Office, Cluj county, Romania
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Sage Singapore Pte. Ltd. *
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7 Straits View, #12-00, Marina One East Tower, 018936, Singapore
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Moraleja Building One – Planta 1, Parque Empresarial de La Moraleja, Avenida de Europa no19, 28108 Alcobendas, Madrid, Spain
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Moraleja Building One - Planta 1, Parque Empresarial de La Moraleja, Avenida de Europa no19, 28108 Alcobendas, Madrid, Spain
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Suurstoffi 29 6343 Rotkreuz Switzerland
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Sage Software Middle East FZ-LLC
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Suite 118, Building No. 11, Dubai Internet City, Dubai (U.A.E)
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C23 - 5 & 6 Cobalt Park
Way, Cobalt Park,
Newcastle upon Tyne,
NE28 9EJ, United
Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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Sage Far East Investments Limited *
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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Page 26
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Subsidiary undertakings (continued)
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Sage Global Services Limited *
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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Sage Online Holdings Limited *
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, NE28 9EJ, United Kingdom
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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Page 27
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Subsidiary undertakings (continued)
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington, New Castle County, DE 19803, United States
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Sage Global Services US, Inc.
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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Sage Software Holdings, Inc.
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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Sage Software International, Inc.
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425 West Washington Street #4, Suffolk, Suffolk (Independent City), VA 23434, United States
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Sage Software North America
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Brandywine Plaza, 1521 Concord Pike Suite 201 Wilmington, New Castle 19803 United States
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425 West Washington Street #4, Suffolk, Suffolk (Independent City), VA 23434, United States
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Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington, New Castle County, DE 19803, United States
|
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Brandywine Plaza, 1521 Concord Pike, Suite 201, Wilmington, New Castle County, DE 19803, United States
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Page 28
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Subsidiary undertakings (continued)
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Corecon Technologies India Private Limited
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The Atrium at Quark City, Zone-D, Lower Ground Floor Plot No. A-45, Industrial Focal Point Chandigarh Sector 59, Rupnagar S.A.S.Nagar (Mohali) 160059, Punjab India
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Fyle Technologies Private Limited
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550, 11th Cross, 2nd Main, MICO Layout,
BTM 2nd Stage, Bengaluru 560 076
Karnataka
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ForceManager S de RL de CV
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Avenida Cafetales 1702
Hacienda de Coyoacán
Coyoacán, CDMX
04970
Mexico
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* Direct subsidiary
Page 29
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
|
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Trade and other receivables
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Due after more than one year
|
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Amounts owed by group undertakings
|
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Amounts owed by group undertakings
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A repayable on demand loan facility with Sage Treasury Company Limited for £1,648,200,000 attracts SONIA risk free rate + 0.6% and a rate between 0% and 5.56% (2024: 0% to 5.80%).
Whilst the amount is repayable on demand, no expectation exists that the balance will be recovered
within twelve months of the period end date and as such has been classified as non-current.
Amounts owed by group undertakings due within one year are unsecured, and repayable on demand attracting a rate between 0% and 4.96%.
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Trade and other payables - current
|
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Amounts owed to group undertakings
|
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Other taxation and social security
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Amounts owed to group undertakings are unsecured and attract an interest rate based on the relative currency rate + margin of 1.6% and from 0% to 6.56% (2024: 0% to 6.81%).
Accruals relate to costs of acquisition and disposal activity.
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Page 30
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
|
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Trade and other payables - non current
|
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Accruals relate to costs of acquisition and disposal activity.
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Charged to profit or loss
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The tax provision of £459,000 relates to the potential interest charges in respect of uncertain tax positions which have been accrued.
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Allotted, called up and fully paid
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1,618,589,822 (2024 - 1,618,589,822) Ordinary shares of £0.50 each
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The share premium account represents the premium paid over par value for shares issued.
Retained earnings represents cumulative comprehensive income less dividends paid.
Dividends of £365,092,000 were declared and paid during the year (2024: £nil).
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Page 31
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SAGE HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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As the consolidated financial statements of The Sage Group plc. include the equivalent disclosures, the Company has taken the exemptions under FRS 101 available in respect of certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures. The disclosures below cover statutory balances in relation to Amounts owed by / to group undertakings that are not covered in The Sage Group plc. consolidated financial statements.
Fair value measurement of financial assets and financial liabilities
Amounts owed by group undertakings and amounts owed to group undertakings are initially measured at fair value and are subsequently measured at amortised cost. The Directors consider that the carrying amounts of the financial assets and financial liabilities recognised in the financial statements approximate their fair values.
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Immediate and ultimate parent company
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The immediate and ultimate parent undertaking is The Sage Group plc. a company registered in England and Wales. The Sage Group plc. is the largest and smallest group to consolidate these financial statements. Copies of the group financial statements can be obtained from the registered office at The Sage Group plc., C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle upon Tyne, United Kingdom, NE28 9EJ.
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