Registration number:
Riskonnect Active Risk Group Limited
(FORMERLY Sword GRC Group Limited)
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Brebners
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Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
|
Income Statement |
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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 |
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Company Information
Directors |
D Rockvam J Wetekamp |
Registered office |
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Auditor |
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Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Strategic Report for the Year Ended 31 December 2021
The directors present their strategic report for the year ended 31 December 2021.
Principal activity
The principal activity of the company is that of a holding company.
Our Core Business
Riskonnect Active Risk Group Limited is the parent company for a group of companies that provide market leading governance, risk and compliance software solutions. These products allow organisations to identify, analyse and manage risks and to meet industry and local governance and compliance requirements. Its solutions enable organisations to collate risk and compliance data in one central place, facilitating better decision making and enabling improved business performance.
Our markets
The subsidiaries focus on organisations with the following characteristics:
• Revenue in excess of $1 billion
• Complex global operations
• Capital intensive contracts
• Increased regulation and compliance requirements
• Increased cost reduction requirements
Accordingly, they concentrate on the following market sectors:
• Aerospace & Defence
• Construction and Engineering
• Government
• Energy (including Oil & Gas, Mining and Utilities)
• Financial Services
The opportunity
Our target customers of the subsidiaries typically wish to improve business performance in order to increase shareholder value. The effective identification, analysis and management of risk and compliance requirements are key components in improving both operational and financial performance.
For risk, executive-level assessment is often obscured by organisational silos and outdated or inefficient systems, leaving a performance gap between an organisation's expectations for risk management and what is actually realised.
For compliance, the regulatory landscape is a dynamic environment with new laws constantly being introduced. The implications of non-compliance are becoming increasingly more costly. As regulatory information often exists in multiple places across different functions, a centralised approach to compliance is needed to give a clear and consistent view across a business.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Strategic Report for the Year Ended 31 December 2021
Fair review of the business
The company is the intermediate holding company for the Riskonnect Active Risk companies operating in the UK, USA, Australia and Europe.
The directors are satisfied with the performance for the year which is in line with expectations, as the company’s affairs are simple, and expenditure is controllable.
As at the 31st December 2021 the company had cash at bank of £17,295 and net assets amounting to £10,997,659.
The company’s major assets are its investments in its subsidiaries. The directors are satisfied with the performance of the subsidiaries, all of which have been profitable during the year.
The principal risks facing the company are similar to those risks that its subsidiaries face and are as follows:
Principal risks and uncertainties
The directors and management team oversee clear and effective risk management policies and procedures that cover all major financial transactions of the company. The directors are of the opinion that there is an adequate process in place to identify and evaluate principal risks.
• |
Theft of Intellectual Property - the company and its subsidiaries are ISO27001 accredited which ensures robust information security for all of our company data, including our Intellectual Property. Specifically, access to our source code is restricted to key authorised personnel and the code is held in a secure repository. The company’s management team regularly discuss and monitor information security. |
• |
Failure to deliver on customer promise - the company and its subsidiaries are ISO9001 accredited with customer satisfaction being one of our key quality objectives for 2021. We regularly communicate to our customers about our plans for the software at our annual global conferences and via local informal user groups, considering their feedback when drawing up the product roadmap. At an operational level, we have a dedicated 24/7 support desk which all customers have access to. Each customer has a service level agreement with a clearly defined escalation process to ensure quick resolution of any issues. |
• |
Incorrect corporate/product strategy |
• |
Competitor takes largest market share |
• |
Loss of major customers |
Assessment of impact of the COVID-19 pandemic and lockdown in the UK
The COVID-19 pandemic has changed the business landscape in which the Company operates. Since March 2020, the Company has successfully implemented its' Business Continuity Plan to operate in its entirety from home offices, ensuring that it has been able to continue to offer all products and services to customers.
At the date of this report, the directors do not envisage further disruptions to trading for the following reasons:
- over 60% of subsidiaries' revenues are derived from long term recurring maintenance and SaaS contracts;
- our customers are large, well-funded organisations in the Aerospace & Defence, Government, Energy and Financial Services sectors;
- the uncertainty caused by the current pandemic leads the directors to believe that businesses will focus and invest more in risk management; and
- currently, the trading subsidiaries are securing revenues at 99% of budget (March 2022).
Any risk is further mitigated by a letter of support from the Company’s ultimate parent confirming that financial support would be available were it to be needed.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Strategic Report for the Year Ended 31 December 2021
Financial instruments
The company uses basic financial instruments, comprising cash and various other items, such as debtors, creditors and intercompany debt. The main purpose of these instruments is to raise funds for and finance the company's operations.
It is and has been throughout the year under review, the company policy that it does not undertake any trade in financial instruments.
The company does not enter into any formal hedging arrangements.
Financial risk management objectives and policies
Liquidity, credit, and cash flow risks are managed by the directors on a constant basis to ensure that the company maintains adequate cash flows to serve its working capital requirements.
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from its activities which are largely conducted in sterling.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimising such losses and contractual arrangements are in place that ensure the repayment of this debt is made in preference to the shareholders and that the company has security over the shares held by these shareholders.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by ensuring regular monitoring of amounts due to parent undertaking and utilising borrowing from other group undertakings.
Future developments in research & development
Our strategy is aligned to the direction of the governance, risk and compliance market and we have built sales teams and partners with the necessary skills and knowledge to communicate the business case and convert our pipeline into new customers. This is supported by our marketing function which refines market targeting and delivers the Riskonnect Active Risk value proposition to the market.
With the full support of Sword Group SE, the company and its subsidiaries have developed a three year investment plan to accelerate the development of the product suite maintained by group undertakings over that period. The aim is to ensure that our solutions remain relevant and at the forefront of technological advancement and the directors feel that the increased interest in risk management driven by the pandemic means that the time is right to invest to seize competitive advantage.
On 26 February 2022, the ultimate controlling party changed to Riskonnect Parent, LLC.
Approved by the
.........................................
Director
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Directors' Report for the Year Ended 31 December 2021
The directors present their report and the financial statements for the year ended 31 December 2021.
Change of company name
The company changed its name from
Director of the company
The directors who held office during the year were as follows:
The following directors were appointed after the year end:
Principal activity
The principal activity of the company is that of a holding company.
Information included in the Strategic Report
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments, research and development and financial instruments.
Dividends
The directors did not recommend the payment of a dividend in respect of the financial year ended 31 December 2021 or in respect of the financial year ended 31 December 2020.
Going concern
As at 31 December 2021, the company had net current liabilities of £329,988. On the basis of the current financial projections and available funds and facilities, the directors are satisfied that the company has adequate resources to continue in operation for the foreseeable future and therefore consider it appropriate to prepare the financial statements on the going concern basis.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Directors' Report for the Year Ended 31 December 2021
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the director on
.........................................
D Rockvam
Director
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 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.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Independent Auditor's Report to the Members of Riskonnect Active Risk Group Limited
for the Year Ended 31 December 2021
Opinion
We have audited the financial statements of Riskonnect Active Risk Group Limited (the 'company') for the year ended 31 December 2021, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• |
give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its loss for the year then ended; |
• |
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• |
have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 were 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.
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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Independent Auditor's Report to the Members of Riskonnect Active Risk Group Limited
for the Year Ended 31 December 2021
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• |
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• |
the financial statements are not in agreement with the accounting records and returns; or |
• |
certain disclosures of directors' remuneration specified by law are not made; or |
• |
we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Independent Auditor's Report to the Members of Riskonnect Active Risk Group Limited
for the Year Ended 31 December 2021
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:
Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Independent Auditor's Report to the Members of Riskonnect Active Risk Group Limited
for the Year Ended 31 December 2021
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.
......................................
For and on behalf of
130 Shaftesbury Avenue
W1D 5AR
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Income Statement for the Year Ended 31 December 2021
Note |
2021 |
2020 |
|
Turnover |
- |
- |
|
Administrative expenses |
( |
( |
|
Operating loss |
(8,417) |
(33,121) |
|
Income from shares in group undertakings |
- |
|
|
Other interest receivable and similar income |
|
|
|
7,518 |
2,518,354 |
||
(Loss)/profit before tax |
( |
|
|
Taxation |
( |
|
|
(Loss)/profit for the financial year |
( |
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Statement of Financial Position as at 31 December 2021
Note |
2021 |
2020 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium account |
|
|
|
Profit and loss account |
|
|
|
Total equity |
|
|
Company registration number: 05424046
Approved and authorised by the
......................................................................
D Rockvam
Director
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Statement of Changes in Equity for the Year Ended 31 December 2021
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 January 2021 |
|
|
|
|
Loss for the year |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
( |
( |
At 31 December 2021 |
|
|
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
At 1 January 2020 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
At 31 December 2020 |
|
|
|
|
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The company was formerly known as Sword GRC Group Limited.
The address of its registered office and principal place of business is:
United Kingdom
The principal activity of the company is that of a holding company.
Accounting policies |
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Going concern
As at 31 December 2021, the company had net current liabilities of £329,988. On the basis of the current financial projections, available funds and facilities, the directors are satisfied that the company has adequate resources to continue in operation for the foreseeable future and therefore consider it appropriate to prepare the financial statements on the going concern basis. Subsequent to the year end, on 26 February 2022, the group was sold to its new parent undertaking, who have expressed commitment to the group's products and continued operations.
Summary of disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Sword Group SE, which can be obtained from sword-group.com/en/investors. The company has taken advantage of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) No disclosure has been given for the aggregate remuneration of key management personnel.
Group accounts not prepared
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainty may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
The company currently does not have any significant accounting estimates and there is no significant effect on any amounts recognised in the financial statements. |
Revenue recognition
Dividend income is recognised when the right to receive payments is established.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 taxable income.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currency transactions and balances
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
Interest bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the statement of comprehensive income over the period of the borrowings, together with any interest and fees payable, using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Financial instruments
Classification
Recognition and measurement
Debt instruments are subsequently measured at amortised cost.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
Impairment
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Income from shares |
The analysis of the company's other gains and losses for the year is as follows:
2021 |
2020 |
|
Dividends from group undertakings |
- |
2,500,000 |
Other interest receivable and similar income |
2021 |
2020 |
|
Interest on other debtors |
|
|
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
Staff numbers |
The average number of persons employed by the company during the year, was
Auditor's remuneration |
2021 |
2020 |
|
Audit of the financial statements |
|
|
Taxation |
Tax charged/(credited) in the income statement
2021 |
2020 |
|
Current taxation |
||
UK corporation tax |
( |
( |
UK corporation tax adjustment to prior periods |
|
( |
Tax (credit)/charge in the income statement |
|
( |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK of 19% (2020 - 19%).
The differences are reconciled below:
2021 |
2020 |
|
(Loss)/profit before tax |
( |
|
Corporation tax at standard rate |
( |
|
Increase in UK and foreign current tax from unrecognised tax loss or credit |
|
- |
Decrease in UK and foreign current tax from adjustment for prior periods |
- |
( |
Tax decrease from effect of dividends from UK companies |
- |
( |
Total tax charge/(credit) |
|
( |
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
Investments in subsidiaries, joint ventures and associates |
Subsidiaries |
£ |
Cost or valuation |
|
At 31 December 2020 and 2021 |
|
The company holds or has beneficial interest in 20% or more of the share capital of the following principal companies:
Registered office |
Class of share |
Proportion held |
Business |
|||||
Riskonnect Active Risk Limited (formerly Sword GRC Limited) |
1 Grenfell Road Maidenhead Berkshire SL6 1HN UK |
GBP 1 Ordinary share |
100% |
Risk management software |
||||
Riskonnect Active Risk Pty (formerly Sword GRC Pty) |
40/140 William Street Melbourne VIC 3000 Australia |
AUD 1 Ordinary share |
100% |
Risk management software |
||||
Riskonnect Active Risk Inc (formerly Sword GRC Inc) |
13221 Woodland Park Road Suite 440 Herndon, VA 20171 United States |
USD 1 Common stock |
100% |
Risk management software |
||||
Riskonnect Achiever Limited (formerly Sword Achiever Limited) |
1 Grenfell Road Maidenhead Berkshire SL6 1HN UK |
GBP 1 Ordinary share |
100% |
Dormant |
||||
Magique Galileo Software Limited |
1 Grenfell Road Maidenhead Berkshire SL6 1HN UK |
GBP 1 Ordinary share |
100% |
Dormant |
At 31 December 2021 total investments included capital contributions of £3,200,000 (2020: £3,200,000) in respect of the capitalisation of the intercompany loans with Riskonnect Active Risk Limited in prior years.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
Debtors |
Note |
2021 |
2020 |
|
Other debtors |
|
|
|
Corporation tax asset |
|
|
|
|
|
||
Less non-current portion |
- |
( |
|
Total current trade and other debtors |
|
|
Details of non-current trade and other debtors
£Nil (2020: £354,628) of other debtors is classified as non current. Other debtors are employee loans advanced for the purchase of shares in the company. These loans are repayable by instalments and interest is charged at 2.5% per annum.
Creditors |
Note |
2021 |
2020 |
|
Due within one year |
|||
Trade creditors |
- |
|
|
Amounts due to parent undertaking |
- |
|
|
Amounts due to group undertaking |
699,442 |
1 |
|
Accrued expenses |
|
|
|
|
|
Amounts due to parent undertaking are repayable upon demand and there is no interest charge on this balance.
Riskonnect Active Risk Group Limited (FORMERLY Sword GRC Group Limited)
Notes to the Financial Statements for the Year Ended 31 December 2021
Share capital |
Allotted, called up and fully paid shares
2021 |
2020 |
|||
No. |
£ |
No. |
£ |
|
Ordinary shares of £0.01 each |
34,231,171 |
342,312 |
34,231,171 |
342,312 |
Ordinary B shares of £0.01 each |
7,792,497 |
77,925 |
7,792,497 |
77,925 |
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The ordinary shares have full voting rights, full rights to participate in a distribution by way of dividend, full rights to participate in a distribution of capital including on a winding up and are non redeemable.
The ordinary B shares have full voting rights, full rights to participate in a distribution by way of dividend (separate class of shares) and full rights to participate in a distribution of capital including on a winding up.
Reserves |
The share premium account contains the premium arising on issue of equity shares, net of issue expenses.
The profit and loss account includes all current and prior retained earnings and accumulated losses.
Related party transactions |
In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year between wholly owned group undertakings.
As at 31 December 2021, aggregate amounts due to the parent undertakings, which are not members wholly owned by group undertakings, was £Nil (2020: £1,061,300).
Controlling Party |
The company's immediate parent undertaking is Sword Soft Limited.
The ultimate controlling party is Sword Group SE whom the directors consider to be the ultimate parent undertaking. The head office of Sword Group SE is located at Luxembourg, Route d'Arlon 2-4, L-8399 Windhof.
Group accounts are prepared by Sword Group SE including the results of Riskonnect Active Risk Group Limited (formerly Sword GRC Group Limited). This is the largest and smallest group preparing group accounts.
On 26 February 2022, the ultimate controlling party changed to Riskonnect Parent, LLC whose registered office is 1701 Barrett Lakes Blvd, Suite 500, Kennesaw, GA 30144, USA.