Registration number:
for the
Year Ended
Innovise Software Limited
Contents
Company Information |
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Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
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Profit and Loss Account |
|
Statement of Comprehensive Income |
|
Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Innovise Software Limited
Company Information
Directors |
M Taylor D Giannetto J Hey |
Company secretary |
Corporation Service Company (UK) Limited |
Registered office |
|
Auditors |
|
Innovise Software Limited
Strategic Report for the Year Ended 31 December 2021
The directors present their strategic report for the year ended 31 December 2021. The comparative represents the long period from 1 October 2019 to 31 December 2020.
Principal activity
The principal activity of the company is that of software development, and the design, creation, management and hosting of database driven websites.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £8,506,400 (2020 - £8,281,299) and a profit for the year of £277,193 (2020 - loss of £10,731). At 31 December 2021 the company had net assets of £561,710 (2020 - £388,102).
The trading results of the company were pleasing and despite ongoing difficult trading conditions resulting from the pandemic; customers' recurring revenue remained strong. The company remains well placed for further growth as part of the TEAM Software group globally.
The directors use Key Performance Indicators ('KPIs') to assist in the understanding of the development, performance and position of the business of the company. The KPIs used by the company to measure performance include revenue, gross profit and operating profit. These are reviewed by management on a monthly basis.
The Company's key financial and other performance indicators during the year were as follows:
Unit |
2021 |
2020 |
|
Total revenue |
£ '000 |
8,506 |
8,281 |
Recurring revenue |
£ '000 |
7,517 |
7,257 |
Gross margin |
% |
91 |
88 |
EBITDA |
£ '000 |
813 |
697 |
Operating profit / (loss) |
£ '000 |
304 |
(5) |
Future developments
The external commercial environment is expected to remain competitive in 2023 however the directors remain confident that the Company will maintain its current level of performance in the future.
Principal risks and uncertainties
Identifying, evaluating and managing the principal risks of the company is an ongoing feature of our way of working. We have policies and processes throughout our operations that enable us to do so, embedded in our culture from senior management through our normal operating processes. Macro-economic conditions are recognised as one of the principal risks in the current trading environment. This risk is mitigated by the monitoring of trading conditions and the principle of making continuous improvements to our value proposition whilst maintaining the core value of ‘Customer First’.
Reliance on key individuals and management
The success of the Company will be dependent on the ongoing services of key management and operating associates. The Directors strive to support the Company’s future success by continually reviewing their ability to attract and retain highly engaged, skilled and experienced people alongside training and developing all.
Competition risk
The Company operates in a highly competitive marketplace and while the Directors are confident in the significant strengths of the Company some competitors may offer similar services for marginally lower prices than cannot be matched. This would adversely impact growth in revenue and profitability and may result in higher customer churn.
Technology
The market for our products is constantly evolving due to ongoing innovation. The Company devotes significant resource to the development and roll out of new products and services, ensuring new technologies can be incorporated in our key offering.
Approved by the
Director
Innovise Software 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.
Directors of the Company
The directors who held office during the year were as follows:
Information included in the Strategic Report
Disclosure regarding future developments is covered in the Strategic Report.
Financial instruments
Objectives and policies
The company's financial instruments comprise cash and liquid resources, and various other items such as trade debtors and trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group. The main risks arising from the company's financial instruments are set out below.
Price risk:
Price risk is the risk that the fair value of a financial asset will fluctuate because of changes in market prices (other than those due to interest rates and currency). The company has limited exposure as it does not hold any financial instruments at fair value.
Credit risk:
Credit risk refers to a risk that a counterparty will default on its contractual obligations resulting in a financial loss to the company.
The company’s principal financial assets are bank balances and cash and trade and other receivables. The company’s credit risk is primarily attributable to its trade receivables. The company's policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. The amounts presented in the balance sheet are, where appropriate, net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity risk:
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 managing cash generation by its operations, applying cash collection targets and constantly monitors the company's trading results to ensure that the company can meet its future obligations as they fall due.
Cash flow risk:
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variable rate loans or changes in exchange rates.
The company is exposed to transaction foreign exchange risks. The company seeks to hedge its exposures using bank facilities denominated in Euros and dollars, with the objective of minimising the effects of fluctuations in exchange rates on future transactions and cashflows. The impact of potential future increases in the cost of finance is mitigated by outstanding inter-company loans being arranged at fixed interest rates for the term of the agreement.
Research and development
Research expenditure incurred on the company's software products has been expensed to the income statement in the relevant period. No software development costs have been capitalised during the current or prior year.
Innovise Software Limited
Directors' Report for the Year Ended 31 December 2021
Going concern
The Directors have prepared forecasts for the next 12 months that indicate that there are sufficient facilities available to the Company, which assumes that existing funding from group companies will not be withdrawn. The directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing financial statements.
Directors' liabilities
During the financial year, a qualifying third party indemnity provision for the benefit of the directors was in force.
Disclosure of information to the auditors
Each director has taken the 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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the
Director
Innovise Software Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards has 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.
Innovise Software Limited
Independent Auditor's Report to the Members of Innovise Software Limited
Opinion
We have audited the financial statements of Innovise Software Limited (the 'Company') for the year ended 31 December 2021, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, 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 profit for the year then ended; |
• |
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• |
have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 original 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
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. |
Innovise Software Limited
Independent Auditor's Report to the Members of Innovise Software Limited
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 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the company and its activities, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions and significant one-off or unusual transactions.
Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:
• |
Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations; |
• |
Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
• |
Considering the risk of acts by the company which were contrary to the applicable laws and regulations, including fraud. |
Innovise Software Limited
Independent Auditor's Report to the Members of Innovise Software Limited
Our audit procedures in relation to fraud included but were not limited to:
• |
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; |
• |
Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
• |
Discussing amongst the engagement team the risks of fraud; and |
• |
Addressing the risks of fraud through management override of controls by performing journal entry testing. |
We consider that our procedures are sufficient to detect irregularities, including fraud, although they are not designed specifically for the detection of irregularities. The primary responsibility for the prevention and detection of irregularities including fraud rests with both those charged with governance and management. As with any audit, there remains a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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.
Use of this 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
Windsor House
Bayshill Road
GL50 3AT
Innovise Software Limited
Profit and Loss Account for the Year Ended 31 December 2021
Note |
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit/(loss) |
|
( |
|
Other interest receivable and similar income |
- |
|
|
Loss on fixed asset investments |
- |
( |
|
Profit before tax |
|
|
|
Taxation |
( |
( |
|
Profit/(loss) for the financial year |
|
( |
The above results were derived from continuing operations.
Innovise Software Limited
Statement of Comprehensive Income for the Year Ended 31 December 2021
Note |
2021 |
2020 |
|
Profit/(loss) for the year |
|
( |
|
Cumulative amortisation charges on intangible fixed assets recognised on hive-up of subsidiary |
(103,585) |
- |
|
Total comprehensive income for the year |
|
( |
Innovise Software Limited
(Registration number: 05640283)
Balance Sheet as at 31 December 2021
Note |
31 December 2021 |
31 December 2020 |
|
Fixed assets |
|||
Intangible assets |
|
|
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Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
- |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
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Profit and loss account |
|
|
|
Total equity |
|
|
Approved and authorised by the
Director
Innovise Software Limited
Statement of Changes in Equity for the Year Ended 31 December 2021
Share capital |
Profit and loss account |
Total |
|
At 1 October 2019 |
|
|
|
Loss for the year |
- |
( |
( |
At 31 December 2020 |
|
|
|
Share capital |
Profit and loss account |
Total |
|
At 1 January 2021 |
|
|
|
Profit for the year |
- |
|
|
Other comprehensive income |
- |
( |
( |
Total comprehensive income |
- |
|
|
At 31 December 2021 |
|
|
|
Innovise Software 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 address of its registered office is:
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The company has taken advantage of the following disclosure exemptions available to qualifying entities in preparing its separate financial statements, as permitted by FRS 102:
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
- the requirments of Section 33 Related Party Disclosures paragraph 33.7; and
- the requirements of certain paragraphs within Sections 11 and 12 relating to Financial Instruments.
Name of parent of group
These financial statements are consolidated in the financial statements of TEAM Bidco Limited.
The financial statements of TEAM Bidco Limited may be obtained from the company's registered office.
Group accounts not prepared
Going concern
After reviewing the Company's forecasts and projections, which assumes that existing funding from group companies will not be withdrawn, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
2 |
Accounting policies (continued) |
Judgements and estimation uncertainty
The Company makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Development costs
The Company has capitalised development costs applying judgement with regard to the future economic inflow to the Company.
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Revenue recognition
Revenue represents the fair value of services provided during the period. Revenue is recognised as contract activity progresses and the right to consideration earned. Fair value reflects the amounts expected to be recoverable from customers and is based on time spent and costs incurred to date as a percentage of total anticipated costs. Revenue from support and maintenance agreements is recognised as earned over the period of the agreement. Payments in advance under such agreements are treated as deferred income.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Government grants
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, 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 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.
Research and Development Expenditure Credit (RDEC) scheme claims are treated as a government incentive scheme delivered through the tax system and are accounted for in accordance with FRS 102 Section 24 Government Grants. The gross value of the RDEC tax credit claim is recognised within other income in the Profit and Loss account as the company recognises an expense for the cost that the grants are intended to incentivise, with the taxable element of the RDEC claim included in current tax.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
2 |
Accounting policies (continued) |
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the report date.
The carrying amounts of deferred tax assets are reviewed at each reporting date and valuation allowance is set up against the deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Intangible assets
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intellectual property
Research and development
Research expenditure is written off in the year in which it is incurred.
Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the group is expected to benefit from the project.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
Between 5 and 20 years |
Intellectual property rights |
Over 5 years |
Development costs |
Over 2 years |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Leasehold improvements |
20% straight line |
Furniture, fittings, and equipment |
10-36% straight line |
In the case of hived up assets, they continue to be depreciated based on their original cost to the group and their useful lives estimated at the date of acquisition by Templa.
Fixed asset investments
Fixed asset investments are stated at historical cost less provision for any diminution in value.
Negative goodwill
Investment in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
2 |
Accounting policies (continued) |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Provisions
Provisions are recognised when the Company has an obligation at the reporting date as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
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.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
2 |
Accounting policies (continued) |
Financial instruments
Classification
Recognition and measurement
Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the assets and settle the liability simultaneously.
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Revenue |
The analysis of the company's revenue for the year from continuing operations is as follows:
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Rendering of services |
|
|
Sale of goods |
|
|
|
|
An analysis of the company's turnover by geographical location by destination is given below:
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
UK |
7,321,828 |
7,392,568 |
Europe |
721,616 |
513,709 |
Canada |
206,889 |
270,013 |
Rest of World |
256,067 |
105,009 |
|
|
Operating profit |
Arrived at after charging/(crediting):
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange losses/(gains) |
|
( |
Operating lease expense - property |
|
|
Loss on fixed asset investments |
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Amounts written off investments |
- |
88,222 |
During the prior year, as part of an exercise to simplify the group structure, a number of dormant subsidiaries undertook a capital reduction exercise to enable them to distribute their remaining net assets to the Company. See Note 13 for further details.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Other interest receivable and similar income |
Year ended |
1 October 2019 to |
|
Dividend income from group undertakings |
- |
|
Interest income on bank deposits |
- |
|
- |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Management and administration |
|
|
Sales and marketing |
|
|
Development, service and support |
|
|
|
|
Directors' remuneration |
The directors' remuneration, and highest paid director's remuneration, for the year was as follows:
Year ended |
1 October 2019 to |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
226,043 |
245,462 |
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Auditors' remuneration |
Year ended |
1 October 2019 to |
|
Audit of the financial statements |
|
|
Taxation |
Tax charged/(credited) in the profit and loss account:
Year ended 31 December 2021 |
1 October 2019 to 31 December 2020 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
|
- |
43,520 |
4,218 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2020 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2021 |
2020 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of revenues exempt from taxation |
- |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax expense relating to changes in tax rates or laws |
|
- |
Increase in UK and foreign current tax from adjustment for prior periods |
|
- |
Tax decrease arising from group relief |
( |
( |
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
|
Total tax charge |
|
|
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
10 |
Taxation (continued) |
Deferred tax
Deferred tax assets and liabilities
2021 |
Liability |
Accelerated capital allowance |
|
2020 |
Liability |
Accelerated capital allowance |
|
Intangible assets |
Goodwill |
Trademarks, patents and licenses |
Development costs |
Total |
|
Cost |
||||
At 1 January 2021 |
|
|
|
|
Reclassification from investment |
|
- |
- |
|
At 31 December 2021 |
|
|
|
|
Amortisation |
||||
At 1 January 2021 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 December 2021 |
|
|
|
|
Carrying amount |
||||
At 31 December 2021 |
|
|
- |
|
At 31 December 2020 |
|
|
|
|
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Tangible assets |
Leasehold Land and buildings |
Furniture, fittings and equipment |
Total |
|
Cost |
|||
At 1 January 2021 |
|
|
|
Additions |
|
|
|
Disposals |
( |
( |
( |
Transfers |
- |
|
|
At 31 December 2021 |
|
|
|
Depreciation |
|||
At 1 January 2021 |
|
|
|
Charge for the period |
|
|
|
Eliminated on disposal |
( |
( |
( |
At 31 December 2021 |
|
|
|
Carrying amount |
|||
At 31 December 2021 |
|
|
|
At 31 December 2020 |
|
|
|
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Investments |
2021 |
2020 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost and net book value |
|
At 1 January 2021 and 30 September 2016 |
|
Reclassification to goodwill |
( |
At 31 December 2021 |
|
Carrying amount |
|
At 30 September 2015 and 31 December 2021 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Principal activity |
Holding |
Proportion of voting rights and shares held |
|
2021 |
2020 |
|||
Subsidiary undertakings |
||||
|
England and Wales |
Ordinary |
|
|
The registered offices of the subsidiary is C/O Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.
During the comparative year, as part of an exercise to simplify the group structure a number of dormant subsidiaries undertook a capital reduction exercise to enable them to distribute their remaining net assets to the Company, these distributions were included as other interest receivable and similar income in the profit and loss account. The fact of these distributions brought about a net reduction in the carrying value of the investments in the subsidiary companies by an equal and opposite amount, which is reported in the profit and loss account as a loss on fixed asset investments. Innovise Canada Limited, whose principal activity is that of software development, was sold at cost to Innovise Limited as part of a wider group restructuring during the prior period.
The principal activity of Templa Computer Systems Limited was the provision of software and maintenance services. During the year, Templa Computer Systems Limited transferred all of its business, trade and assets to the company. Templa Computer Systems Limited ceased trading at that point and will be a dormant subsidiary in the future. The hive up of the business, trade and assets to the company for consideration less than the investment carrying value results in an impairment in the value of the shares held by the company. The substance of the transaction was however to transfer the value of the goodwill inherent in the original investment to the company. An amount equal to the orginal goodwill on acquisition less amortisation at the rate of 15% per annum has been reassigned to goodwill from the investment carrying value, with accumulated amortisation charges of £103,585 recognised in the statement of comprehensive income.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Debtors |
Note |
31 December 2021 |
31 December 2020 |
|
Trade debtors |
|
|
|
Amounts owed by group undertakings |
|
- |
|
Prepayments |
|
|
|
Accrued income |
|
|
|
Corporation tax asset |
27,104 |
- |
|
Total current trade and other debtors |
|
|
Creditors |
31 December 2021 |
31 December 2020 |
|
Due within one year |
||
Trade creditors |
|
|
Amounts due to group undertakings |
|
|
Social security and other taxes |
|
|
Other creditors |
|
|
Corporation tax liability |
- |
4,218 |
Deferred income |
|
|
|
|
|
Due after one year |
||
Deferred income |
- |
|
Deferred tax and other provisions |
Deferred tax |
Dilapidations provision |
Total |
|
At 1 January 2021 |
|
|
|
Increase (decrease) in existing provisions |
( |
( |
( |
At 31 December 2021 |
|
- |
|
|
Provisions for dilapidations relate to the estimated costs of rectification works required under tenant repairing leases. During the year £55,000 was paid in relation to dilapidations on the former lease, with the provision released against this cost and the balance of £25,000 no longer required.
Deferred taxation comprises capital allowances claimed for taxation purposes in excess of corresponding charges for depreciation.
Innovise Software Limited
Notes to the Financial Statements for the Year Ended 31 December 2021
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling
£
Share capital |
Allotted, called up and fully paid shares
31 December 2021 |
31 December 2020 |
|||
No. |
£ |
No. |
£ |
|
Ordinary Shares of £1 each |
100 |
100 |
100 |
100 |
Related party transactions |
The company has taken advantage of the exemption in FRS 102 from disclosing transactions with other members of the group.
Obligations under leases |
Operating leases which expire:
As at 31 December 2021 the company had annual commitments under non-cancellable operating leases as follows:
2021 |
2020 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
- |
|
|
Parent and ultimate parent undertaking |
The company's immediate parent was Innovise S & S Holdings Limited, a company incorporated in England and Wales until 11 November 2020 when, further to a group restructure, the immediate parent became Innovise Limited, a company incorporated in England and Wales.
The ultimate parent company was Innovise Limited, a company incorporated in England and Wales until 13 December 2019 when the group was acquired by TEAM Bidco Limited, a company incorporated in England and Wales. At this date the ultimate controlling party became Accel-KKR Partners V LP, an entity registered in the USA. On 30 September 2021 the ultimate parent company became WorkWave LLC, an entity registered in the USA.
The smallest and largest group of companies in the United Kingdom for which consolidated accounts are drawn up is headed by TEAM Bidco Limited, a company incorporated in England and Wales. Copies of those accounts are available from Companies House in the United Kingdom.