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Aris Software UK Ltd
Registered number: 16037299
Annual Report
For the period from 23 October 2024 to 31 December 2025
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ARIS SOFTWARE UK LTD
COMPANY INFORMATION
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ARIS SOFTWARE UK LTD
CONTENTS
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Independent auditor's report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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ARIS SOFTWARE UK LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their Annual Report and the audited financial statements for Aris Software UK Ltd ('the company') for the period from 23 October 2024 to 31 December 2025.
The company was incorporated on 23 October 2024. The financial statements are for the first financial period ended 31 December 2025. Therefore, the results for the period from 23 October 2024 to 31 December 2025 ('the period') are for more than twelve months.
On 3 December 2025, the company extended its accounting reference date from 31 October 2025 to 31 December 2025 to bring it in line with other group companies.
The principal activities of the company is the provision of software sales and related consultancy services.
The loss for the period, after taxation, amounted to £1,186,191.
The directors do not recommend the payment of a dividend for the period.
The directors who served during the period and to the date of this report were:
H B Dressoe (appointed 31 October 2025, resigned 24 April 2026)
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T N Fox (appointed 23 October 2024)
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G A Weatherall (appointed 23 October 2024, resigned 31 October 2025)
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A F Guinzani Silva (appointed 24 April 2026)
G Bacuvier (appointed 24 April 2026)
The Company has received a letter of financial support from the group parent company, SAG Aris GmbH, which confirms that the group, if required, will provide financial support to the Company for the next 12 months from the date of the approval of these financial statements. The Directors of the Company have considered the information regarding the group's ability to provide support to the Company. This includes reviewing the most recent financial information and making enquiries of the group to confirm the position through to the date of approval of these financial statements. As a result, the Directors of the Company have concluded that the group has sufficient liquidity to provide any required support and to withstand reasonable stress testing.
Accordingly, the directors are satisfied that they have a reasonable basis upon which to conclude that the company is able to meet its liabilities as they fall due in the foreseeable future and that it remains appropriate to prepare the financial statements on a going concern basis.
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ARIS SOFTWARE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Directors' responsibilities statement
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The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Qualifying third party indemnity provisions
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The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the period and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the period.
Provision of information to the 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 directors are aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the company since the period end.
During the period, Constantin, was appointed as the auditor.
The auditor, Constantin, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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ARIS SOFTWARE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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ARIS SOFTWARE UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARIS SOFTWARE UK LTD
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Aris Software UK Ltd (the 'company'):
∙give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its loss for the period from 23 October 2024 to 31 December 2025;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 101 “Reduced Disclosure Framework” and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the statement of comprehensive income;
∙the statement of financial position;
∙the statement of changes in equity; and
∙the related notes from 1 to 23 which include material accounting policy information.
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).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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.
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ARIS SOFTWARE UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARIS SOFTWARE UK LTD
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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ARIS SOFTWARE UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARIS SOFTWARE UK LTD
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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included health and safety, data protection laws, anti-bribery, employment law.
We discussed among the audit engagement team including relevant internal specialists such as tax regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing procedures above, we identified the greatest potential for fraud in revenue recognition of license contracts (occurrence, accuracy, cut-off) during the financial year.
Our procedures involved:
∙evaluation and testing design and implementation of appropriate internal controls;
∙selection of contracts that resulted in revenue being recognised in 2025 using the sampling techniques;
∙recalculation of recognised revenue based on the contract details;
∙obtaining evidence of software delivery to clients.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.
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ARIS SOFTWARE UK LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ARIS SOFTWARE UK LTD
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the directors’ report has been prepared in accordance with applicable legal requirements.
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 any material misstatements in the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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; or
∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report.
We have nothing to report in respect of these matters.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Thierry de Gennes, ACA (Senior statutory auditor)
For and on behalf of Constantin
Chartered Accountants and Statutory Auditors
200 Aldersgate
London
EC1A 4HD
16 October 2026
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ARIS SOFTWARE UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Loss for the financial period
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Other comprehensive income
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Total comprehensive deficit for the period
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The Statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 11 to 33 form part of these financial statements.
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ARIS SOFTWARE UK LTD
REGISTERED NUMBER: 16037299
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Other fixed asset investments
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 33 form part of these financial statements.
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ARIS SOFTWARE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive deficit for the period
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Total comprehensive deficit for the period
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Shares issued during the period (note 17)
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Total transactions with owners
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The notes on pages 11 to 33 form part of these financial statements.
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Aris Software UK Ltd is a private company, limited by shares, incorporated, domiciled and registered in England and Wales in the United Kingdom. The registered number is 16037299 and the registered address is Venture House 2, Arlington Square, Downshire Way, Bracknell, England, RG12 1WA.
The company was incorporated on 23 October 2024. The financial statements are for the first financial period ended 31 December 2025. Therefore, the results for the period from 23 October 2024 to 31 December 2025 ('the period') are for more than twelve months.
On 3 December 2025, the company extended its accounting reference date from 31 October 2025 to 31 December 2025 to bring it in line with other group companies.
On 2 June 2025, the company changed its registered address from 24 Orient Way, Pride Park, Derby, DE24 8BY, United Kingdom to Unit 33, Derwent Business Centre, Clarke Street, Derby, DE1 2BU.
On 19 December 2025, the company changed its registered address from Unit 33, Derwent Business Centre, Clarke Street, Derby, DE1 2BU to Venture House 2, Arlington Square, Downshire Way, Bracknell, England, RG12 1WA.
The principal activity of the company is included within the Directors' report.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The policies have been consistently applied to all the periods presented.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates and is rounded to the pound.
The following principal accounting policies have been applied:
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions under FRS 101:
∙Additional comparative information as per IAS 1 Presentation of Financial Statements paragraph 38 in respect of reconciliation of the number of shares outstanding at the start and end of the prior period; and reconciliations of the carrying amounts of property, plant and equipment, intangibles assets and investment property at the start and the end of the prior period;
∙A Statement of Cash Flows and related disclosures;
∙Related party transactions with two or more wholly owned members of the group;
∙Disclosure of key management personnel remuneration;
∙Disclosures in relation of the objectives, policies and process for managing capital;
∙Disclosure of the effect of future accounting standards not yet adopted;
∙Certain disclosures required under IFRS 15 Revenue from Contracts with Customers, including disaggregation of revenue, details of changes in contract assets and liabilities, and details of incomplete performance obligations;
∙Financial Instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures; 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.
This information is included in the consolidated financial statements of Mosel Topco S.à.r.l as at 31 December 2025 and these financial statements may be obtained from Trade and Companies Register (Registre de commerce et des sociétés - RCS) at 60, avenue J.F. Kennedy, L-1855 Luxembourg, R.C.S. Luxembourg: B276588.
The Company has received a letter of financial support from the group parent company, SAG Aris GmbH, which confirms that the group, if required, will provide financial support to the Company for the next 12 months from the date of the approval of these financial statements. The Directors of the Company have considered the information regarding the group's ability to provide support to the Company. This includes reviewing the most recent financial information and making enquiries of the group to confirm the position through to the date of approval of these financial statements. As a result, the Directors of the Company have concluded that the group has sufficient liquidity to provide any required support and to withstand reasonable stress testing.
Accordingly, the directors are satisfied that they have a reasonable basis upon which to conclude that the company is able to meet its liabilities as they fall due in the foreseeable future and that it remains appropriate to prepare the financial statements on a going concern basis.
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Impact of new international reporting standards, amendments and interpretations
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There are no amendments to accounting standards, or IFRIC interpretations that are effective for the period ended 31 December 2025 that have had a material impact on the company.
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in Statement of comprehensive income.
All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'Administrative expenses'.
The company provides software licence, software implementation services and software support/maintenance services under combined contracts with customers. Each of the above elements of the contract are considered to be separate performance obligations and as a result the contract is split into multiple elements and recognised accordingly. Revenue from software licences are either: recognised at a point in time where control is passed at the point of delivery and the licence is determined to be a right to use licence; or revenue is recognised over time where control is passed over the term of the licence and the licence is determined to be a right to access licence. Revenue from implementation services is recognised over the period the performance obligation is delivered and controlled by the customer.
Revenue from software support and maintenance services are recognised over time as the performance obligation is delivered evenly throughout the contract. The transaction price is allocated to each performance obligation based on the stand-alone selling price to determine the fair value of each element including the effect of discounting. Certain contracts allow for extended payment terms over periods in excess of one year.
Finance income is recognised in the Statement of comprehensive income using the effective interest method.
Finance expenses are charged to the Statement of comprehensive income 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.
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.
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Current and deferred taxation
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The tax expense for the period comprises of current tax. Tax is recognised in the Statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed).
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination.
Where goodwill has been allocated to a cash-generating unit (“CGU”) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The estimated useful lives range as follows:
Amortisation is charged to 'Administrative expenses' in the Statement of comprehensive income.
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Other fixed asset investments
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Other fixed asset investments are measured at cost less accumulated impairment.
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Debtors: amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Creditors: amounts falling due within one year
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Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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Impairment of non-financial assets (excluding deferred tax assets)
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Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the company's CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill.
Impairment charges are included in the Statement of comprehensive income, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is reversed in a subsequent period if, and only if, the reasons for the impairment loss have ceased to apply.
The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in the Statement of comprehensive income to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in the Statement of comprehensive income includes any dividend or interest earned on the financial asset.
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
The company always recognises lifetime ECL for trade debtors and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
Offsetting financial instruments
Financial assets and liabilities are offset, and the net amount reported in the Statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
Called up share capital
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
The company's ordinary shares are classified as equity instruments.
- 17 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3.1 Critical judgements in applying the company’s accounting policies
The critical judgements that the directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
(ii) Goodwill impairment test
Goodwill was recognised on the business combination completed on 1 October 2025 (see Note 19). In assessing impairment at 31 December 2025, management has judged that there have been no material changes in the fair value of the acquired business during three-month period since the business acquisition date. Accordingly, the carrying amount of goodwill at 31 December 2025 is considered to approximate their fair value at that date.
3.2 Key sources of estimation uncertainty
(a) Useful lives of intangible assets
Intangible assets are amortised over their useful lives. Useful lives are based on the management's estimates of the period that the assets will generate revenue. These estimates are reviewed at least annually and changes to these estimates can result in significant variations in the carrying value and amounts charged to the statement of comprehensive income. The carrying amount of intangible assets by each class is included in note 12.
- 18 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
3.2 Key sources of estimation uncertainty (continued)
(b) Revenue – recognition of software license revenues
In the financial period 2025, the company realised revenue of £3,432,807 of which £376,235 relate to software license revenues. The evaluation of revenue recognition generated from software licenses involves the complexities in analysis of customer agreements, which are frequently drafted as multi-component agreements in combination with maintenance and/or services. The company determines the revenues using the residual method by deducting all determinable individual sale prices from the total transaction value in a first step, and distributing the residual amount among the software licenses. The residual amount of the agreed transaction price is allocated to the partial performances (software licenses). The individual sale prices used are substantiated by the company based on the annual extensions of maintenance agreements after an initial term has expired. The accounting requires the directors to use significant judgement for identifying performance obligations and allocating the transaction price to separate performance obligations on the basis of the individual sale prices.
- 19 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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An analysis of turnover by class of business is as follows:
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Provision of software as a service (SAAS)
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Intercompany revenue recharge
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Analysis of turnover by country of destination:
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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- 20 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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The operating loss is stated after charging:
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Amortisation - intangible fixed assets
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Defined contribution pension cost
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Fees payable to the company's auditor
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- 21 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Defined contribution pension cost
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The average monthly number of employees, including the directors, during the period was as follows:
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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- 22 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Defined contribution pension cost
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During the period retirement benefits were accruing to 2 directors in respect of defined contribution pension schemes.
The highest paid director received remuneration of £256,107.
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,807.
Management considers the directors to be the only key management personnel of the company.
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Other interest receivable
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- 23 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Loans from group undertakings (note 16)
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- 24 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Current tax on loss for the period
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- 25 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
11.Tax on loss (continued)
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Factors affecting tax charge for the period
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The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
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14-month period ended
31 December
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The period from 23/10/2024 to 31/12/2025
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Loss multiplied by standard rate of corporation tax in the UK of 25%
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Expenses not deductible for tax purposes
|
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Total tax charge for the period
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- 26 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
11.Tax on loss (continued)
|
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Deferred taxes at the statement of financial position date have been measured using these enacted rates and reflected in these financial statements.
International Tax Reform – Pillar Two Model Rules
Pillar Two of the Organisation for Economic Co-Operation and Development's (“OECD's”) Two Pillar Solution provides for the taxation of income of large groups at a minimum effective rate of 15% on jurisdictional basis.
The company is a wholly-owned subsidiary of SAG Aris GmbH, which is incorporated in Germany and is the ultimate parent undertaking for the Software AG Group. The group is within scope of the OECD Pillar Two model rules.
Pillar Two legislation received Royal Assent on 11 July 2023 in the United Kingdom and applies to accounting periods beginning on or after 31 December 2023. As the group’s effective tax rate in the UK is above 15%, the company does not suffer any additional Pillar Two top-up taxes by the application of Pillar Two.
The company has applied the mandatory temporary exception to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.
- 27 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Purchased goodwill (note 19)
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Acquired through business combination (note 19)
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Purchased goodwill arises from the excess of contribution paid over the fair value of the trade and assets bought from Software AG UK Limited, a fellow group company. Refer to note 19 for more details.
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- 28 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Other fixed asset investments
|
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Other fixed asset investments
|
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The addition made during the year relates to an investment made in SAG Chennai Dev. Cent. Pvt Ltd for 1% of its shareholding. The registered address of the company is 5th Floor, Unit 3, Pinnacle Building, Taramani Road, Ascendas IT Park, 600013, Chennai, India.
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Debtors: amounts falling due within one year
|
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Amounts owed by group undertakings
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Prepayments and accrued income
|
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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- 29 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Creditors: amounts falling due within one year
|
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Amounts owed to group undertakings
|
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Other taxation and social security
|
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Accruals and deferred income
|
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Included within amounts owed to group undertakings is a loan of £1,052,322 which is unsecured, accrues interest at 5.5% and is due in full on 15 June 2026. The remaining balance is unsecured, interest free and repayable on demand.
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Allotted, called up and fully paid
|
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101 Ordinary shares of £1 each
|
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The company has one class of ordinary shares; each share has attached to it full voting, dividend and capital distribution rights.
On 23 October 2024, 100 ordinary shares were issued on incorporation at par.
On 1 October 2025, 1 ordinary share was issued for a consideration of £12,243,271. The excess over par was credited to the share premium reserve.
Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss account
This reserve represents the cumulative losses of the company. Dividends are paid out of this reserve.
- 30 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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On 1 October 2025, the company purchased ARIS Software, which was formed from the trade and assets of Software AG (UK) Limited, a fellow group company. The acquired activities include customer relationships and related operational processes which together, management deem to constitute a business combination, as defined in IFRS 3.
The acquisition resulted in the transfer of the operating activities of the ARIS Software business into the Company, and accordingly represents the entirety of the company’s principal activity during the period.
The transaction forms part of the wider group strategy to implement a business unit-led operating model, enabling the business unit to operate independently with end-to-end responsibility for its operations.
Consideration
The total consideration for the acquisition amounted to £12,250,280. The consideration was initially structured through a loan note, which was subsequently capitalised via the issue of equity instruments to SAG Aris GmbH, the company’s immediate parent undertaking. Accordingly, the transaction has been presented as an equity-settled business combination.
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Recognised amounts of identifiable assets acquired and liabilities assumed
|
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Total Identifiable net (liabilities)/assets
|
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|
|
|
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|
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|
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Total purchase consideration
|
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- 31 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
19.Business combinations (continued)
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Total purchase consideration
|
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The directors consider that the carrying amounts of the assets and liabilities acquired approximate their fair values at the acquisition date.
Goodwill
Goodwill of £7,393,677 arose on the acquisition and represents the expected future economic benefits arising from assets that are not individually identifiable or separately recognised. These include the assembled workforce, expected synergies from integrating the acquired operations within the company, and future growth opportunities.
Post-acquisition performance
As the company had no operations prior to the acquisition on 1 October 2025, the results for the period ended 31 December 2025 are predominantly attributable to the acquired business from the date of acquisition.
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- 32 -
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ARIS SOFTWARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £82,788. There were no amounts owing at the period end.
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Related party transactions
|
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The company has taken advantage of the exemption offered by FRS 101 from the requirements of paragraph 17 of IAS 24 Related Party Disclosures not to disclose key management personnel compensation and from the requirements in IAS 24 Related Party Disclosures not to disclose related party transactions entered into between two or more members of a group.
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Post balance sheet events
|
There have been no significant events affecting the company since the period end.
The immediate parent company is SAG Aris GmbH, a company incorporated in Germany. Its registered office address is Heinrich-Hertz Strasse 1, 64295 D-Darmstadt, Germany.
The ultimate parent undertaking, and ultimate controlling party, is Silver Lake Technology Management, L.L.C., which is registered in the United States of America. Its registered address is 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.
Mosel Topco S.à.r.l, is the parent undertaking of the smallest and largest group which consolidates the financial information of the company. Copies of the group’s financial statements may be obtained from the Trade and Companies Register (Registre de commerce et des sociétés - RCS) at 60, avenue J.F. Kennedy, L-1855 Luxembourg, R.C.S. Luxembourg: B276588.
- 33 -
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