REGISTERED NUMBER: 08066249 (England and Wales) |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
MATRIXX SOFTWARE, EUROPE LIMITED |
REGISTERED NUMBER: 08066249 (England and Wales) |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
MATRIXX SOFTWARE, EUROPE LIMITED |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Consolidated Income Statement | 8 |
Consolidated Other Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Notes to the Consolidated Financial Statements |
14 |
MATRIXX SOFTWARE, EUROPE LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Honeybourne Place |
Jessop Avenue |
Cheltenham |
Gloucestershire |
GL50 3SH |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the company is to provide sales and marketing services support in the specific contracted region, being the UK, to its parent company MATRIXX Software, Inc., a company incorporated in the United States of America. |
DIRECTORS |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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 the group and of the profit or loss of the group 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; |
- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
AUDITORS |
The auditors, Byrd Link Audit & Accountancy Services Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MATRIXX SOFTWARE, EUROPE LIMITED |
Opinion |
We have audited the financial statements of Matrixx Software, Europe Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company 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 group's and of the parent company affairs as at 31 December 2022 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MATRIXX SOFTWARE, EUROPE LIMITED |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company 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 take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MATRIXX SOFTWARE, EUROPE LIMITED |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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, includingfraud. 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 financial operations we have considered the initial risks of non-compliance with the UK regulators, predominantly HM Revenue and Customs and Companies Act 2006. We have assessed the impact any breaches in such laws and regulations and considered whether any such findings would have a material impact on these financial statements. We have considered the risk of those charged with management overriding internal controls and the opportunity for financial manipulation. We have considered the effect of any accounting estimates included within these accounts and the effect this may have on our audit opinion. |
Our audit procedures together with our assessment of risks identified at planning were transparent to the company and we have communicated with the client throughout the audit as well as the audit engagement team, and this includes such matters as fraud and irregularity. |
The above procedures do however have their limitations as we can only work on a sample of financial transactions. Ultimately it is the responsibility of those charged with management for the prevention and detection of fraud and other irregularities |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MATRIXX SOFTWARE, EUROPE LIMITED |
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 a Report of the Auditors 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 |
Honeybourne Place |
Jessop Avenue |
Cheltenham |
Gloucestershire |
GL50 3SH |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
CONSOLIDATED |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
TURNOVER | 3 | 22,928,402 | 18,286,005 |
Administrative expenses | (21,396,704 | ) | (17,085,873 | ) |
1,531,698 | 1,200,132 |
Other operating income | 48,317 | - |
OPERATING PROFIT | 5 | 1,580,015 | 1,200,132 |
Interest receivable and similar income |
1,355 |
69 |
1,581,370 | 1,200,201 |
Interest payable and similar expenses |
6 |
(1,675 |
) |
- |
PROFIT BEFORE TAXATION | 1,579,695 | 1,200,201 |
Tax on profit | 7 | (269,371 | ) | (228,254 | ) |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,310,324 | 971,947 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 1,310,324 | 971,947 |
OTHER COMPREHENSIVE INCOME |
FX on consolidation | 40,683 | (13,348 | ) |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
40,683 |
(13,348 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,351,007 |
958,599 |
Total comprehensive income attributable to: |
Owners of the parent | 1,351,007 | 958,599 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
CONSOLIDATED BALANCE SHEET |
31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 | 4,476 | 28,649 |
Investments | 11 | - | - |
4,476 | 28,649 |
CURRENT ASSETS |
Debtors | 12 | 3,918,456 | 6,137,887 |
Cash at bank | 868,869 | 504,358 |
4,787,325 | 6,642,245 |
CREDITORS |
Amounts falling due within one year | 13 | 2,327,653 | 871,492 |
NET CURRENT ASSETS | 2,459,672 | 5,770,753 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,464,148 |
5,799,402 |
CREDITORS |
Amounts falling due after more than one year |
14 |
419,402 |
247,816 |
NET ASSETS | 2,044,746 | 5,551,586 |
CAPITAL AND RESERVES |
Called up share capital | 16 | 100 | 100 |
Equity settled share based payments | 17 | 979,454 | 776,623 |
Foreign exchange reserve | 17 | 67,888 | 27,204 |
Retained earnings | 17 | 997,304 | 4,747,659 |
SHAREHOLDERS' FUNDS | 2,044,746 | 5,551,586 |
The financial statements were approved by the Board of Directors and authorised for issue on 14 December 2023 and were signed on its behalf by: |
E D Carlson - Director |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
COMPANY BALANCE SHEET |
31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 16 |
Equity settled share based payments | 17 |
Foreign exchange reserve | 17 | ( |
) |
Retained earnings | 17 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year |
3,063,167 |
647,751 |
The financial statements were approved by the Board of Directors and authorised for issue on |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Equity |
settled |
Called up | share | Foreign |
share | Retained | based | exchange | Total |
capital | earnings | payments | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2021 | 100 | 3,775,712 | 656,889 | 40,552 | 4,473,253 |
Changes in equity |
Total comprehensive income | - | 971,947 | 119,734 | (13,348 | ) | 1,078,333 |
Balance at 31 December 2021 | 100 | 4,747,659 | 776,623 | 27,204 | 5,551,586 |
Changes in equity |
Total comprehensive income | - | 1,310,324 | 202,831 | 40,684 | 1,553,839 |
Dividends | - | (5,060,679 | ) | - | - | (5,060,679 | ) |
Balance at 31 December 2022 | 100 | 997,304 | 979,454 | 67,888 | 2,044,746 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Equity |
settled |
Called up | share | Foreign |
share | Retained | based | exchange | Total |
capital | earnings | payments | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Total comprehensive income | - | ( |
) |
Balance at 31 December 2021 |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | ( |
) |
Balance at 31 December 2022 | ( |
) |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
Matrixx Software, Europe Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Basis of consolidation |
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
Turnover |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: |
Rendering of services |
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- the amount of turnover can be measured reliably; |
- it is probable that the Group will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- the costs incurred and the costs to complete the contract can be measured reliably. |
Tangible fixed assets |
Fixtures & fittings | 3 years straight line |
Office equipment | 3 years straight line |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
Basic financial assets and liabilities that are payable or receivable within one year, typically trade payables and receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if an only if certain criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years. |
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
The company's functional and presentational currency is GBP. |
All amounts have been rounded to the nearest £1 pound sterling, unless otherwise indicated. |
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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. |
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. |
On consolidation, the results of the overseas operations are translating into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Share based payments |
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. |
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme). |
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. |
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. |
Interest income |
Interest income is recognised in profit or loss using the effective interest method. |
Going concern |
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report. |
The company relies on the continued support from its parent company Matrixx Software, Inc. which has confirmed that it will continue to provide this for the foreseeable future. On that basis, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Debtors |
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Cash and cash equivalents |
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. |
In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. |
Creditors |
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Holiday pay accrual |
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
2022 | 2021 |
£ | £ |
Intergroup sales | 22,928,402 | 18,286,005 |
22,928,402 | 18,286,005 |
An analysis of turnover by geographical market is given below: |
2022 | 2021 |
£ | £ |
United Kingdom | 18,238,969 | 12,972,131 |
Rest of World | 4,689,433 | 5,313,874 |
22,928,402 | 18,286,005 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
4. | EMPLOYEES AND DIRECTORS |
2022 | 2021 |
£ | £ |
Wages and salaries | 14,490,209 | 11,308,938 |
Social security costs | 1,418,125 | 1,032,301 |
Other pension costs | 172,615 | 142,173 |
16,080,949 | 12,483,412 |
The average number of employees during the year was as follows: |
2022 | 2021 |
UK (including branch) | 86 | 67 |
Singapore | 2 | 1 |
Malaysia | 26 | 20 |
Philippines | 3 | 2 |
Germany | 3 | 12 |
Japan | 1 | - |
During the year the directors were remunerated through a fellow group company and no remuneration was received from Matrixx Software, Europe Limited. No recharge is made to the company for the remuneration settled by the fellow group company. |
2022 | 2021 |
£ | £ |
Directors' remuneration | - | - |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
2022 | 2021 |
£ | £ |
Other operating leases | 97,162 | 76,896 |
Depreciation - owned assets | 24,144 | 31,115 |
Loss on disposal of fixed assets | 338 | - |
Auditors' remuneration | 26,605 | 48,673 |
Foreign exchange differences | 80,767 | 104,122 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2022 | 2021 |
£ | £ |
Interest payable | 1,675 | - |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2022 | 2021 |
£ | £ |
Current tax: |
UK corporation tax | 364,208 | 239,880 |
Adjustments in respect of |
prior periods | (14,387 | ) | - |
Total current tax | 349,821 | 239,880 |
Deferred tax | (80,450 | ) | (11,626 | ) |
Tax on profit | 269,371 | 228,254 |
UK corporation tax has been charged at 19 % . |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2022 | 2021 |
£ | £ |
Profit before tax | 1,579,695 | 1,200,201 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
300,142 |
228,038 |
Effects of: |
Expenses not deductible for tax purposes | 39,343 | 22,994 |
Adjustments to tax charge in respect of previous periods | (14,387 | ) | 3 |
R&D credit | - | 2,866 |
Tax for foreign income at UK rate | (61,541 | ) | (62,254 | ) |
Tax for foreign income at foreign rate | 82,900 | 48,233 |
Deferred tax | - | (11,626 | ) |
Fixed asset differences | (1,793 | ) | - |
Other permanent differences | (4,859 | ) | - |
Remeasurement of deferred tax for changes in tax rates | (3,162 | ) | - |
Movement in deferred tax not recognised | (67,272 | ) | - |
Total tax charge | 269,371 | 228,254 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
7. | TAXATION - continued |
Tax effects relating to effects of other comprehensive | income |
2022 |
Gross | Tax | Net |
£ | £ | £ |
FX on consolidation | 40,683 | - | 40,683 |
2021 |
Gross | Tax | Net |
£ | £ | £ |
FX on consolidation | (13,348 | ) | - | (13,348 | ) |
Factors that may affect future tax charges |
Legislation was enacted to increase the standard rate of corporation tax from 19% to 25% with effect from 1 April 2023. At the same time, a small companies' rate of 19% will be introduced and marginal relief given for intermediate companies. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
2022 | 2021 |
£ | £ |
Ordinary shares of 1 each |
Interim | 5,060,679 | - |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and | Office |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2022 | 31,232 | 217,933 | 249,165 |
Disposals | - | (11,150 | ) | (11,150 | ) |
Exchange differences | 768 | 4,078 | 4,846 |
At 31 December 2022 | 32,000 | 210,861 | 242,861 |
DEPRECIATION |
At 1 January 2022 | 22,090 | 198,426 | 220,516 |
Charge for year | 9,291 | 14,853 | 24,144 |
Eliminated on disposal | - | (10,812 | ) | (10,812 | ) |
Exchange differences | 619 | 3,918 | 4,537 |
At 31 December 2022 | 32,000 | 206,385 | 238,385 |
NET BOOK VALUE |
At 31 December 2022 | - | 4,476 | 4,476 |
At 31 December 2021 | 9,142 | 19,507 | 28,649 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
10. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures |
and | Office |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2022 |
Disposals | ( |
) | ( |
) |
Exchange differences |
At 31 December 2022 |
DEPRECIATION |
At 1 January 2022 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
Exchange differences |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
11. | FIXED ASSET INVESTMENTS |
Company |
Unlisted |
investments |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
11. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
MATRIXX Software Asia Pacific SDN. BHD |
Registered office: 30-3, Jalan Kuchai Maju 10, Kuchai Entrepeneurs Park, Off Jalan Kuchai Lama, 58200, Kuala Lumpur, WP Kuala Lumpur, Malayasia |
Nature of business: Marketing and sales support to MATRIXX Inc. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
MATRIXX Software Singapore Pte. Ltd. |
Registered office: 12 Tannery Road, 10-01 HB Centre 1, Singapore 347722 |
Nature of business: Marketing and sales support to MATRIXX Inc. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
MXSOFT Philippines, Inc |
Registered office: 30/f Burgundy Corp Center, Gil Puyat Ave, Makati City, Philippines |
Nature of business: Marketing and sales support to MATRIXX Inc. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
MATRIXX Software Japan G.K. |
Registered office: 3-4-2 Nishishimbashi, Minato-ku, Tokyo, Japan |
Nature of business: Marketing and sales support to MATRIXX Inc. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
MATRIXX Software Germany, GmbH |
Registered office: Prielmayerstrasse 3, 80335 Munich |
Nature of business: Marketing and sales support to MATRIXX Inc. |
% |
Class of shares: | holding |
Ordinary | 100.00 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
12. | DEBTORS |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Amounts owed by group undertakings | 3,518,400 | 5,890,992 |
Other debtors | 179,105 | 160,168 |
Deferred tax asset | 86,018 | 5,006 | 85,456 | 5,006 |
Prepayments | 129,306 | 76,393 |
3,912,829 | 6,132,559 |
Amounts falling due after more than | one year: |
Other debtors | 5,627 | 5,328 |
Aggregate amounts | 3,918,456 | 6,137,887 |
Deferred tax asset |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Deferred tax | 86,018 | 5,006 | 85,456 | 5,006 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Trade creditors | 307,148 | 432,887 |
Amounts owed to group undertakings | - | 21,224 |
Corporation tax | 153,312 | 83,596 |
Social security and other taxes | 185,012 | 37,729 |
Accruals and deferred income | 1,682,181 | 296,056 |
2,327,653 | 871,492 |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£ | £ | £ | £ |
Other creditors | 317,482 | 247,816 |
Accrued commissions | 101,920 | - | 101,920 | - |
419,402 | 247,816 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2022 | 2021 |
£ | £ |
Within one year | 33,160 | 17,260 |
Between one and five years | - | 1,438 |
33,160 | 18,698 |
16. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary | 1 | 100 | 100 |
17. | RESERVES |
Called up share capital - represents the nominal value of shares that have been issued. |
Profit and loss account - represents accumulated profits and losses net of distributions to owners. |
Equity settled share based payments - represents the accumulated share based payment expense |
Foreign exchange reserve - represents the accumulated foreign exchange difference on translation of the foreign currency denominated branch and subsidiary ledgers. |
MATRIXX SOFTWARE, EUROPE LIMITED (REGISTERED NUMBER: 08066249) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
18. | PENSION COMMITMENTS |
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 £172,615 (2021: £142,173) for the group and £172,615 (2021: £142,173) for the company. Contributions totalling £53,283 (2021: £44,747) for the group and £53,283 (2021: £44,747) for the company, were payable to the fund at the balance sheet date and are included in creditors. |
19. | ULTIMATE PARENT COMPANY |
The company is a wholly owned subsidiary of Matrixx Software, Inc. a company incorporated in the United States of America. These are the smallest consolidated financial statements that include the company and its subsidiaries. The largest group in which the results of the company are consolidated is that headed by Matrixx Software, Inc. The registered office address of Matrixx Software, Inc. is 251 Little Falls Drive, Wilmington, Delaware 19808-1674. |
20. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
21. | SHARE-BASED PAYMENT TRANSACTIONS |
The company's ultimate parent company, Matrixx Software, Inc. operates a share based payment scheme for all the employees of the company. |
The stock options in Matrixx Software, Inc. are granted to the company's employees at a price equal to the fair value of the shares in Matrixx Software, Inc. at the date of the grant and are denominated ins US dollars. |
The stock options are have a four year vesting period. If the stock options remain unexercised after a period of ten years from the date of the grant the stock options expire. Stock options are forfeited if the employee leaves the company before the options vest. |
The share based payments expense was recognised in the profit and loss account during the year as follows: |
2022 | 2021 |
£ | £ |
Share based payments expense |
202,831 |
119,734 |