Pirean Software Limited - Period Ending 2019-12-31

Pirean Software Limited

Contents

Company Information	1
Directors' Report	2
Statement of Directors' Responsibilities	3
Independent Auditor's Report	4 to 5
Profit and Loss Account	6
Balance Sheet	7
Statement of Changes in Equity	8
Notes to the Financial Statements	9 to 13

Pirean Software Limited

Company Information

Directors

R Addi P Kannan

Registered office

Cawley Priory South Pallant Chichester West Sussex PO19 1SY

Auditors

Blue Spire Limited Chartered Accountants and Statutory Auditors Cawley Priory South Pallant Chichester West Sussex PO19 1SY

Pirean Software Limited

Directors' Report for the Year Ended 31 December 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors of the company

The directors who held office during the year were as follows:

R Addi

P Kannan

Principal activity

The principal activity of the company is Software Development.

Disclosure of information to the auditors

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 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.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved by the Board on 23 December 2020 and signed on its behalf by:

.........................................
P Kannan
Director

Pirean Software Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and 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 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.

Pirean Software Limited

Independent Auditor's Report to the Members of Pirean Software Limited

Opinion

We have audited the financial statements of Pirean Software Limited (the 'company') for the year ended 31 December 2019, which comprise the Profit and Loss Account, 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 FRS 102 Section 1A '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 2019 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

•	the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
•	the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Directors' Report has been prepared in accordance with applicable legal requirements.

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 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:

Pirean Software Limited

Independent Auditor's Report to the Members of Pirean Software Limited

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors’ remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit; or
•	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 3], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

......................................
Geoffrey Frost FCA (Senior Statutory Auditor)
For and on behalf of Blue Spire Limited, Statutory Auditor

Cawley Priory
South Pallant
Chichester
West Sussex
PO19 1SY

23 December 2020

Pirean Software Limited

Profit and Loss Account for the Year Ended 31 December 2019

	Note	2019 £	2018 £
Turnover		834,747	399,948
Administrative expenses		(1,650,578)	(805,309)
Operating loss		(815,831)	(405,361)
Other interest receivable and similar income		234	-
		234	-
Loss before tax		(815,597)	(405,361)
Taxation		336,915	174,514
Loss for the financial year		(478,682)	(230,847)

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Pirean Software Limited

(Registration number: 08551735)
Balance Sheet as at 31 December 2019

	Note	2019 £	2018 £
Fixed assets
Intangible assets	4	4,143,705	2,433,466
Current assets
Debtors	5	352,033	174,514
Creditors: Amounts falling due within one year	6	(5,627,146)	(3,260,706)
Net current liabilities		(5,275,113)	(3,086,192)
Net liabilities		(1,131,408)	(652,726)
Capital and reserves
Called up share capital		1,000	1,000
Profit and loss account		(1,132,408)	(653,726)
Total equity		(1,131,408)	(652,726)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 23 December 2020 and signed on its behalf by:
 

.........................................

P Kannan

Director

Pirean Software Limited

Statement of Changes in Equity for the Year Ended 31 December 2019

	Share capital £	Profit and loss account £	Total £
At 1 January 2019	1,000	(653,726)	(652,726)
Loss for the year	-	(478,682)	(478,682)
Total comprehensive income	-	(478,682)	(478,682)
At 31 December 2019	1,000	(1,132,408)	(1,131,408)

	Share capital £	Profit and loss account £	Total £
At 1 June 2018	1,000	(422,879)	(421,879)
Loss for the year	-	(230,847)	(230,847)
Total comprehensive income	-	(230,847)	(230,847)
At 31 December 2018	1,000	(653,726)	(652,726)

Pirean Software Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

1	General information

The company (reg. no. 08551735) is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Cawley Priory
South Pallant
Chichester
West Sussex
PO19 1SY

The principal place of business is:
Level 28
One Canada Square
Canary Wharf
London
E14 5AB

These financial statements were authorised for issue by the Board on 23 December 2020.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1.

2	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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A - '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 that as disclosed in the accounting policies certain items are shown at fair value.

Disclosure of long or short period

In the prior period the accounting reference date was changed from 31 May to 31 December creating a shorter period reflected in the comparative year. This change was made to align the company's year end with it's ultimate parent Exostar LLC, to which these financial statements are consolidated. The change means that the comparative amounts are not entirely comparable.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

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.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change 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.

Pirean Software Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

Intangible assets

Separately acquired trademarks and licences are shown at historical cost.

Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

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
Trademarks, Patents and Licenses	10 years straight line
Internally generated Software Development	10 years straight line

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 subsequently measured at amortised cost 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.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2018 - 0).

Pirean Software Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

4	Intangible assets

	Trademarks, patents and licenses  £	Internally generated software development costs  £	Total £
Cost or valuation
At 1 January 2019	900,000	2,360,897	3,260,897
Additions acquired separately	-	2,262,588	2,262,588
At 31 December 2019	900,000	4,623,485	5,523,485
Amortisation
At 1 January 2019	270,000	557,431	827,431
Amortisation charge	90,000	462,349	552,349
At 31 December 2019	360,000	1,019,780	1,379,780
Carrying amount
At 31 December 2019	540,000	3,603,705	4,143,705
At 31 December 2018	630,000	1,803,466	2,433,466

The aggregate amount of research and development expenditure recognised as an expense during the period is £Nil (2018 - £Nil).
 

5

Debtors

	2019 £	2018 £
Other debtors	352,033	174,514
	352,033	174,514

6

Creditors

Creditors: amounts falling due within one year

	Note	2019 £	2018 £
Due within one year
Amounts owed to group undertakings and undertakings in which the company has a participating interest	8	5,617,462	3,251,022
Other creditors		9,684	9,684
		5,627,146	3,260,706

7	Share capital

Allotted, called up and fully paid shares

Pirean Software Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

	2019		2018
	No.	£	No.	£
Ordinary of £1 each	1,000	1,000	1,000	1,000

Pirean Software Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

8	Related party transactions

Summary of transactions with parent

Pirean Holdings Limited
 At the balance sheet date the amount due to Pirean Holdings Limited was £1,051,597 (31.12.18 - £1,051,597)
 

Summary of transactions with entities with joint control or significant interest

Pirean Limited
 Pirean Software Limited sold software to Pirean Limited for £834,747 in the period (YE 31.12.18: £399,948). Pirean Limited recharges certain costs it incurs to Pirean Software Limited. At the balance sheet date the amount due to Pirean Limited was £4,565,865 (31.12.18: £2,199,425).
 

9	Parent and ultimate parent undertaking

The Company's immediate parent undertaking, Pirean (Holdings) Limited, is exempt from the preparation of consolidated financial statements. The parent Company's address is, The Broadgate Tower Third Floor, 20, Primrose Street, London, England, EC2A 2RS.

The ultimate parent company, Exostar LLC, includes the company in it's consolidated financial statements. The consolidated financial statements of Exostar LLC, are prepared in accordance with generally accepted accounting principles in the United States of America and may be obtained from Exostar LLC, 2325 Dulles Corner Boulevard, Suite 600, Herndon, Virginia 20171, United States of America.