Company registration number 15346870 (England and Wales)
MODAXO TRAFFIC MANAGEMENT UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
MODAXO TRAFFIC MANAGEMENT UK LTD
COMPANY INFORMATION
Directors
Mr R Clay
Mr W Delaney
Company number
15346870
Registered office
Brook Suite
Ground Floor Bewley House
Marshfield Road
Chippenham
United Kingdom
SN15 1JW
Auditor
Azets Audit Services
Carnac Place
Cams Hall Estate
Fareham
Hampshire
United Kingdom
PO16 8UY
MODAXO TRAFFIC MANAGEMENT UK LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
MODAXO TRAFFIC MANAGEMENT UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
Modaxo Traffic Management UK Ltd is a provider of computer software, associated hardware, and data analytics services operating within the parking, moving traffic, and clean air enforcement sectors across the United Kingdom. The Company additionally delivers operational solutions as an outsourced services provider, deploying enforcement resources on behalf of local authorities to ensure proportionate and efficient management of parking restrictions.
The Company's service offering comprises three principal streams:
Software and hardware solutions that support the efficient management of parking services, including the provision and integration of technology platforms;
Managed services, encompassing cloud hosting and data analytics, which transform complex datasets into meaningful, actionable insights for clients; and
Outsourced enforcement services, providing on-the-ground operational resource to local authorities under contract.
The Company was incorporated in December 2023 to facilitate a group acquisition which completed on 30 April 2024. Operations, contracts and personnel transitioned to Modaxo on 1 May 2024, representing the start of trading. The current financial year represents the first full 12-month trading period. The Company is a wholly owned subsidiary of Modaxo Traffic Management Canada Inc., and its results are consolidated within the group financial statements of the ultimate parent, Constellation Software Inc.
Principal risks and uncertainties
Client concentration and public sector dependency: The majority of the Company's revenues are derived from contracts with local authorities. Spending constraints and procurement cycles within the public sector may affect contract renewals and new business opportunities. The Company mitigates this risk through the development of long-term contractual relationships and by delivering demonstrable value through its technology and analytics services.
Technology and competitive risk: The parking and traffic enforcement software market continues to evolve, with increasing demand for integrated, cloud-based solutions and real-time data analytics. The Company manages this risk through ongoing investment in its software platforms and by leveraging the broader research and development capabilities of the Constellation Software group.
People and resourcing risk: With a workforce of 130 employees and wages representing the largest element of the cost base, the ability to attract and retain skilled staff remains critical to operational delivery. The Company continues to develop its people practices in alignment with the wider Modaxo group.
Foreign exchange risk: The Company is exposed to foreign exchange movements in respect of intercompany balances and transactions denominated in currencies other than sterling. This exposure is monitored by management.
Integration and operational risk: Following the acquisition in May 2024, the Company continues to align its operational processes, systems, and reporting frameworks with the wider Modaxo group. As a software‑based business, ongoing operational risks include maintaining platform stability, safeguarding data and cybersecurity, and ensuring continuity of service delivery. Management is continuing to strengthen the Company’s operational infrastructure to support long‑term resilience and scalability.
Regulatory, quality and information security risk: The Company recognises the increasing importance of regulatory, quality and information security considerations within public sector procurement and operational delivery. To mitigate this risk, the Company operates in accordance with ISO 9001 and ISO 27001 standards, supporting robust quality management, information security, and responsible business practices.
MODAXO TRAFFIC MANAGEMENT UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Financial Performance
For the year ended 31 December 2025, the Company generated revenue of £9.1 million (2024: £5.7 million). As the comparative period reflects only eight months of trading following the acquisition, an annualised comparison indicates underlying revenue growth of approximately 7% reflecting continued business growth.
Gross profit increased to £7.3m (2024: £4.6m), with the gross margin remaining strong at 80.3% (2024: 81.0%).
The Company reported an operating profit of £0.1m compared with an operating loss of £2.0m in the prior period. Profit before tax was £0.1m (2024: loss of £2.0m), resulting in a profit after tax of £0.1m (2024: loss of £1.5m).
The Company's financial position strengthened significantly during the year. Net assets increased to £5.6m at 31 December 2025, compared with net liabilities of £1.5m at the prior year-end, following a £7.0m capital contribution from the parent undertaking that converted historical intercompany debt into equity. Cash and cash equivalents increased from £73,000 to £2.6m, providing a strong liquidity position to support the Company's ongoing operational and strategic objectives.
Key performance indicators
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Cash and cash equivalents | | | |
| | | |
Future Developments
Following the successful completion of its first full year of trading, the Company has demonstrated a transition from the initial integration and establishment phase to a period of operational stability. During the year, the Company delivered underlying revenue growth, returned to profitability, and significantly strengthened its balance sheet position, providing a solid foundation for future operations.
The Company continues to operate within a sector characterised by long-term contractual relationships, recurring revenue streams, and ongoing demand for technology-enabled enforcement and data analytics solutions. Its established software platforms, managed services capabilities, and enforcement operations position the business to continue supporting local authorities in meeting evolving regulatory and operational requirements.
Management remains focused on maintaining high service standards, supporting customer retention, and enhancing operational efficiency through continued investment in people, processes and technology. In addition, the Company will continue to align its systems and governance practices with the wider Modaxo and Constellation Software group, enabling it to benefit from shared expertise, operational best practice, and broader technological capabilities.
MODAXO TRAFFIC MANAGEMENT UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Whilst the Company remains exposed to risks associated with public sector procurement cycles, technological change, information security, and workforce resourcing, these risks are actively monitored and managed through established governance and risk management processes. The Directors believe that the Company's strong customer relationships, recurring revenue base, and position within the wider Modaxo group provide a stable platform for the continued delivery of sustainable long-term value.
Mr R Clay
Director
22 July 2026
MODAXO TRAFFIC MANAGEMENT UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the Company was that of business and domestic software development.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr R Clay
Mr W Delaney
Mr B Beattie
(Resigned 23 May 2025)
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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.
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 R Clay
Director
22 July 2026
MODAXO TRAFFIC MANAGEMENT UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MODAXO TRAFFIC MANAGEMENT UK LTD
- 5 -
Opinion
We have audited the financial statements of Modaxo Traffic Management UK Ltd (the 'Company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 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.
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.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
MODAXO TRAFFIC MANAGEMENT UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MODAXO TRAFFIC MANAGEMENT UK LTD (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
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.
MODAXO TRAFFIC MANAGEMENT UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MODAXO TRAFFIC MANAGEMENT UK LTD (CONTINUED)
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk 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.
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.
Mr Richard Hutchinson (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
22 July 2026
Chartered Accountants
Carnac Place
Statutory Auditor
Cams Hall Estate
Fareham
Hampshire
PO16 8UY
MODAXO TRAFFIC MANAGEMENT UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
Year
Period
ended
ended
31 December
31 December
2025
2024
Notes
£
£
Revenue
3
9,103,343
5,672,844
Cost of sales
(1,794,573)
(1,079,379)
Gross profit
7,308,770
4,593,465
Administrative expenses
(7,202,454)
(6,599,251)
Operating profit/(loss)
4
106,316
(2,005,786)
Finance costs
7
(8,930)
(5,555)
Profit/(loss) before taxation
97,386
(2,011,341)
Tax on profit/(loss)
8
(8,582)
502,819
Loss and total comprehensive income for the financial year/period
88,804
(1,508,522)
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 11 to 23 form part of these financial statements.
MODAXO TRAFFIC MANAGEMENT UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Non-current assets
Intangible assets
9
2,516,574
2,797,239
Property, plant and equipment
10
317,551
492,871
2,834,125
3,290,110
Current assets
Deferred tax asset
15
504,766
513,302
Trade and other receivables
11
2,728,340
4,334,308
Cash and cash equivalents
2,575,952
73,343
5,809,058
4,920,953
Current liabilities
12
(2,968,063)
(4,130,432)
Net current assets
2,840,995
790,521
Total assets less current liabilities
5,675,120
4,080,631
Non-current liabilities
12
(84,309)
(5,578,670)
Provisions for liabilities
Deferred tax liabilities
15
(10,529)
(10,483)
Net assets/(liabilities)
5,580,282
(1,508,522)
Equity
Called up share capital
17
Capital contribution reserve
18
7,000,000
Retained earnings
(1,419,718)
(1,508,522)
Total equity
5,580,282
(1,508,522)
The notes on pages 11 to 23 form part of these financial statements.
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 22 July 2026 and are signed on its behalf by:
Mr R Clay
Director
Company registration number 15346870 (England and Wales)
MODAXO TRAFFIC MANAGEMENT UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital contribution reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 12 December 2023
-
-
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
-
(1,508,522)
(1,508,522)
Balance at 31 December 2024
(1,508,522)
(1,508,522)
Year ended 31 December 2025:
Loss and total comprehensive income for the year
-
-
88,804
88,804
Transactions with owners:
Capital contribution
18
7,000,000
7,000,000
Balance at 31 December 2025
7,000,000
(1,419,718)
5,580,282
The notes on pages 11 to 23 form part of these financial statements.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information
Modaxo Traffic Management UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Brook Suite, Ground Floor Bewley House, Marshfield Road, Chippenham, United Kingdom, SN15 1JW. The Company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
These financial statements are prepared for the 12 month period to 31 December 2025. The Company was incorporated on 12 December 2023, therefore the comparative period covers the 55 week period to 31 December 2024. As a result, the comparative amounts presented in the financial statements, including related notes, are not entirely comparable.
1.2
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
Summary of disclosure exemptions
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:
IFRS 7, 'Financial Instruments: Disclosures';
The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
Disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
The requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;
The requirements of paragraph 58 of IFRS 16;
Paragraph 38 of IAS 1, 'Presentation of financial statements' comparative requirements in respect of paragraph 79(a)(iv) of IAS 1, paragraph 118(e) of IAS 38 Intangible Assets and paragraph 73(e) of IAS 16 Property, Plant and Equipment;
The following paragraphs of IAS 1, 'Presentation of financial statements':
10(d) (statement of cash flows);
10(f) (statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in its financial statements);
16 (statement of compliance with all IFRS);
38A (requirement for minimum of two primary statements, including cash flow statements);
111 (cash flow statement information); and
134-136 (capital management disclosures).
Paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows;
Paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;
Paragraph 30 and 31 of IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors';
The requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;
Paragraph 17 and 18A of IAS 24, 'Related party disclosures' (key management compensation);
The requirements in IAS 24, 'Related party disclosures' (inter group transactions); and
The requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairment of Assets.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
Modaxo Traffic Management UK Ltd is a wholly owned subsidiary of Modaxo Traffic Management Canada Inc. and the results of Modaxo Traffic Management UK Ltd are included in the consolidated financial statements of Constellation Software Inc. which are available from www.csisoftware.com/category/stat-filings.
Where required, equivalent disclosures are given in the group accounts of Constellation Software Inc..
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the trueCompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control of a product or service to a customer.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.5
Intangible 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:
1.6
Property, plant and equipment
Property, plant and equipment 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:
Leasehold land and buildings
15 years - straight line or over the period of the lease, whichever is shorter
Fixtures and fittings
5-15 years - straight line
Computers
4-7 years - straight line
Motor vehicles
4 years - straight line
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
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 recognised in the income statement.
1.7
Impairment of tangible and intangible assets
At each reporting 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.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
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.
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.
1.8
Cash and cash equivalents
Cash and cash equivalents 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.
1.9
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.10
Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the Company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax movement.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.
1.13
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 inventories or non-current 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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is reassessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Adoption of new and revised standards and changes in accounting policies
The following Amendments to IFRSs have been issued effective 1 January 2025 but have not been applied in these financial statements. Their adoption is not expected to have a material effect on the financial statements unless otherwise indicated:
IAS 21
Amendments to Lack of Exchangeability
3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Professional services revenues
295,411
161,716
Maintenance revenues
8,394,475
5,395,503
Hardware revenues
413,457
115,625
9,103,343
5,672,844
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(558,379)
123,858
Depreciation of property, plant and equipment
180,519
184,139
Amortisation of intangible assets (included within administrative expenses)
280,667
180,411
5
Auditor's remuneration
2025
2024
Fees payable to the Company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the Company
25,500
26,000
For other services
Other services
6,050
5,750
6
Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
2025
2024
Number
Number
Total
130
133
2025
2024
£
£
Wages and salaries
5,108,697
3,632,579
Social security costs
611,851
781,512
Pension costs
157,538
5,878,086
4,414,091
7
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on lease liabilities
8,930
5,399
Interest on other loans
156
8,930
5,555
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
8
Taxation
2025
2024
£
£
Deferred tax
Origination and reversal of temporary differences
46
10,483
Tax losses carried forward
8,536
(513,302)
8,582
(502,819)
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2025
2024
£
£
Profit/(loss) before taxation
97,386
(2,011,341)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2024: 25.00%)
24,347
(502,835)
Effect of expenses not deductible in determining taxable profit
10,335
16
Income not taxable
(2,513)
Deferred tax adjustments in respect of prior years
8,536
-
Fixed asset differences
67,654
-
Current tax under-provided for
(52,965)
-
Deferred tax under-provided for
(46,812)
-
Taxation charge/(credit) for the year
8,582
(502,819)
The Company is part of a multinational group which is within the scope of the OECD's Pillar Two Global Anti-Base Erosion (GloBE) Model Rules. The Company is claiming exemption from Pilar Two specific disclosures in accordance with FRS 101, as these disclosures will be included in the consolidated financnial statements of the ultimate parent Constellation Software Inc., a company incorporated in Canada.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
9
Intangible fixed assets
Intellectual Property
Customer Relationships
Miscellaneous Long Term Assets
Total
£
£
£
£
Cost
At 31 December 2024
1,579,257
1,384,846
13,547
2,977,650
At 31 December 2025
1,579,257
1,384,848
13,547
2,977,652
Amortisation and impairment
At 31 December 2024
121,481
58,930
-
180,411
Charge for the year
182,222
88,394
10,051
280,667
At 31 December 2025
303,703
147,324
10,051
461,078
Carrying amount
At 31 December 2025
1,275,554
1,237,524
3,496
2,516,574
At 31 December 2024
1,457,776
1,325,916
13,547
2,797,239
10
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
366,675
120,879
147,884
41,572
677,010
Additions
2,119
3,080
5,199
Transfer to depreciation
(32)
(32)
Transfer between class
(119,055)
108,021
11,034
At 31 December 2025
366,643
1,824
258,024
55,686
682,177
Accumulated depreciation and impairment
At 1 January 2025
83,620
22,456
69,340
8,723
184,139
Charge for the year
112,013
500
58,851
9,155
180,519
Transfer from cost
(32)
(32)
Reversal of impairment loss (profit or loss)
(21,132)
13,615
7,517
At 31 December 2025
195,601
1,824
141,806
25,395
364,626
Carrying amount
At 31 December 2025
171,042
116,218
30,291
317,551
At 31 December 2024
283,055
98,423
78,544
32,849
492,871
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Property, plant and equipment
(Continued)
- 20 -
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2025
2024
£
£
Net values at the year end
Property
171,042
283,055
Motor vehicles
-
3,713
171,042
286,768
Total additions in the year
-
377,905
Depreciation charge for the year
Property
112,013
83,620
Motor vehicles
3,713
7,517
115,726
91,137
11
Trade and other receivables
2025
2024
£
£
Trade receivables
747,223
2,220,602
Provision for bad and doubtful debts
(46,011)
-
701,212
2,220,602
Amounts owed by related parties
169,037
Other receivables
-
1,992
Prepayments and accrued income
1,858,091
2,111,714
2,728,340
4,334,308
12
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
£
£
£
£
Trade and other payables
13
2,500,477
3,547,758
5,408,514
Taxation and social security
355,069
460,982
-
-
Lease liabilities
14
112,517
121,692
84,309
170,156
2,968,063
4,130,432
84,309
5,578,670
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
13
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
195,749
43,723
Amounts owed to related parties
479,636
868,470
5,408,514
Accruals and deferred income
1,663,502
973,678
Other payables
161,590
1,661,887
-
-
2,500,477
3,547,758
-
5,408,514
14
Lease liabilities
2025
2024
Maturity analysis of lease payments
£
£
Within one year
112,517
121,692
In two to five years
84,309
170,156
Total undiscounted liabilities
196,826
291,848
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2025
2024
£
£
Current liabilities
112,517
121,692
Non-current liabilities
84,309
170,156
196,826
291,848
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
8,930
5,399
Finance leases are secured on the assets on which they are financed.
Other leasing information is included in note 19.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
15
Deferred taxation
Liabilities
Assets
2025
2024
2025
2024
£
£
£
£
Deferred tax balances
10,529
10,483
504,766
513,302
Deferred tax assets are expected to be recovered within one year.
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.
ACAs
Tax losses
Total
£
£
£
Balance at 12 December 2023
-
Deferred tax movements in prior period
Charge/(credit) to profit or loss
10,483
(513,302)
(502,819)
Liability at 1 January 2025
10,483
-
10,483
Asset at 1 January 2025
(513,302)
(513,302)
Deferred tax movements in current year
Charge to profit or loss
46
8,536
8,582
Liability at 31 December 2025
10,529
-
10,529
Asset at 31 December 2025
(504,766)
(504,766)
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
157,538
-
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.
17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Ordinary share of 1p
1
1
-
-
On incorporation the Company issued 1 Ordinary 1p share at par for cash consideration.
MODAXO TRAFFIC MANAGEMENT UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
18
Capital contribution reserve
2025
2024
£
£
At the beginning of the year
Capital contribution
7,000,000
-
At the end of the year
7,000,000
During the year, £7,000,000 of amounts owed to the Company's parent undertaking was reclassified as a capital contribution.
19
Other leasing information
Lessee
2025
2024
Amounts recognised in profit or loss:
£
£
Expense relating to short-term leases
111,854
16,577
Expense relating to leases of low-value assets
-
126
Information relating to lease liabilities is included in note 14.
20
Controlling party
The Company's immediate parent is Modaxo Traffic Management Canada Inc., incorporated in Canada.
The ultimate parent is Constellation Software Inc., incorporated in Canada.
The smallest and largest group in which the results of the Company are consolidated is that headed by Constellation Software Inc. The consolidated financial statements of this group are available to the public and may be obtained from www.csisoftware.com/category/stat-filings.
2025-12-312025-01-01Mr R ClayMr W DelaneyMr B BeattiefalsefalseCCH SoftwareiXBRL Review & Tag 2025.2153468702025-01-012025-12-3115346870bus:Director12025-01-012025-12-3115346870bus:Director22025-01-012025-12-3115346870bus:Director32025-01-012025-12-3115346870bus:RegisteredOffice2025-01-012025-12-31153468702025-12-31153468702023-12-122024-12-3115346870core:RetainedEarningsAccumulatedLosses2025-01-012025-12-3115346870core:RetainedEarningsAccumulatedLosses2023-12-122024-12-3115346870core:IntangibleAssetsOtherThanGoodwill2025-12-3115346870core:IntangibleAssetsOtherThanGoodwill2024-12-31153468702024-12-3115346870core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-12-3115346870core:FurnitureFittings2025-12-3115346870core:ComputerEquipment2025-12-3115346870core:MotorVehicles2025-12-3115346870core:ContinuingOperations2025-12-3115346870core:LandBuildingscore:LeasedAssetsHeldAsLessee2024-12-3115346870core:FurnitureFittings2024-12-3115346870core:ComputerEquipment2024-12-3115346870core:MotorVehicles2024-12-3115346870core:BetweenOneFiveYears2024-12-3115346870core:AcceleratedTaxDepreciationDeferredTax2024-12-3115346870core:TaxLossesCarry-forwardsDeferredTax2024-12-3115346870core:AcceleratedTaxDepreciationDeferredTax2025-12-3115346870core:TaxLossesCarry-forwardsDeferredTax2025-12-3115346870core:AcceleratedTaxDepreciationDeferredTax2023-12-1115346870core:TaxLossesCarry-forwardsDeferredTax2023-12-1115346870core:ShareCapital2025-12-3115346870core:ShareCapital2024-12-3115346870core:CapitalRedemptionReserve2025-12-3115346870core:CapitalRedemptionReserve2024-12-3115346870core:RetainedEarningsAccumulatedLosses2025-12-3115346870core:RetainedEarningsAccumulatedLosses2024-12-31153468702023-12-1115346870core:CapitalContributionReserve2024-12-3115346870core:ShareCapital2025-01-012025-12-3115346870core:CapitalRedemptionReserve2025-01-012025-12-3115346870core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-12-3115346870core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2024-12-3115346870core:Non-standardIntangibleAssetClass3ComponentIntangibleAssetsOtherThanGoodwill2024-12-3115346870core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2025-12-3115346870core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2025-12-3115346870core:Non-standardIntangibleAssetClass3ComponentIntangibleAssetsOtherThanGoodwill2025-12-31153468702024-12-3115346870core:LandBuildingscore:LeasedAssetsHeldAsLessee2024-12-3115346870core:FurnitureFittings2024-12-3115346870core:ComputerEquipment2024-12-3115346870core:MotorVehicles2024-12-3115346870core:LandBuildingscore:LeasedAssetsHeldAsLessee2025-01-012025-12-3115346870core:FurnitureFittings2025-01-012025-12-3115346870core:ComputerEquipment2025-01-012025-12-3115346870core:MotorVehicles2025-01-012025-12-3115346870core:CurrentFinancialInstruments2025-12-3115346870core:CurrentFinancialInstruments2024-12-3115346870core:CurrentFinancialInstrumentscore:WithinOneYear2025-12-3115346870core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3115346870core:Non-currentFinancialInstrumentscore:AfterOneYear2025-12-3115346870core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3115346870core:Non-currentFinancialInstruments2025-12-3115346870core:Non-currentFinancialInstruments2024-12-3115346870bus:PrivateLimitedCompanyLtd2025-01-012025-12-3115346870bus:FRS1012025-01-012025-12-3115346870bus:Audited2025-01-012025-12-3115346870bus:FullAccounts2025-01-012025-12-31xbrli:purexbrli:sharesiso4217:GBP