ACCOUNTS - Final Accounts preparation
ACCOUNTS - Final Accounts preparation
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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
COMPANY INFORMATION
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TARANTO SYSTEMS LIMITED
CONTENTS
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TARANTO SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
Taranto Systems Limited (the “Company”) acquired the traffic management business of WSP UK Limited on 31 October 2020. The directors present their Strategic report on the Company for the period ended 31 December 2021.
The principal activity of the Company is the provision of computer systems and software for the traffic management and parking industries. The Company is also involved in the development of proprietary software for parking, highway management and low emission zone enforcement.
As one of the UK’s leading traffic management software companies, the Company provides parking, road user charging, and fleet management software and services to public and private sector clients in the United Kingdom, Republic of Ireland and The Channel Islands. The Company has approximately 60 experts based in the United Kingdom, who sell, develop, implement, and support a range of software applications that are used by central and local government, and commercial organisations to manage complex, strategically significant traffic management schemes. The Company’s systems are utilised by commercial organisations to manage road user charging across London, tolling on the Dartford Crossing and the Mersey Gateway Bridge; by fleet companies to manage fines issued to their vehicles; and by local authorities to manage parking entitlements and restrictions in many cities, towns, and counties. The Company focusses on overcoming complexity, and delivering quality and innovation through combining its own products and services with a best-in-class supply chain. In 2021, the business continued to focus on growing its revenues with existing clients, whilst securing new name contracts across its sectors of operation. As a result of this activity, the directors are satisfied with the performance of the business in 2021; a period that has seen several successful tender bids, as well as the implementation and ‘go-live’ of the extended Transport for London Ultra Low Emission Zone (ULEZ). As referenced below, the directors use certain financial KPIs to measure the business. During the period the Company exceeded its target against each KPI.
The directors used the Key Performance Indicators defined by its parent company. The key performance indicators are sales, net revenue growth, gross margin, and EBITA.
The performance against these metrics in 2021 is considered acceptable by the directors, albeit further improvements will be pursued in 2022 In addition to the above KPIs, the Company also pays close attention to its Net Tangible Asset (NTA) position. The group requires that the Company is party to a central corporate treasury function which allows the group to centrally manage its liquidity and financial risk, whilst ensuring capital is deployed globally in the most effective manner. However, the can mean that locally the financial strength of the Company is not necessarily conveyed by the corporate NTA when reading these financial statements in isolation. To fully understand the size and strength of the corporate group of which the Company is part, these financial statements should be read in conjunction with those of Constellation Software Inc., which are available from the Company’s website.
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TARANTO SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
The material business risk faced by the Company that are likely to have an effect on the financial prospects of the Company are outlined below:
Revenue risk The Company specialises in computer consultancy within the parking and related business sector. It is reliant on the uptake of these services and therefore changes in the level of activity are likely to affect results. The Company has particular expertise in this area with the superior software products that the directors are confident will ensure growth in the future by increasing its market share at the expense of other competitors. Cost levels are also being monitored to ensure adequate return is received. Liquidity risk The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The group requires that the Company is party to a central corporate treasury function which allows the group to centrally manage its liquidity and financial risk whilst ensuring capital is deployed globally in the most effective manner. However, this can mean that locally the financial strength of the Company is not necessarily conveyed when reading these financial statements in isolation. To fully understand the size and strength of the group of which the Company is part, these financial statements should be read in conjunction with those of Constellation Software Inc., which is available from www.csisoftware.com/category/stat-filings. Credit risk The company’s principal financial assets are cash and trade debtors. The credit risk associated with cash balances is limited despite the current economic conditions. The directors continue to closely monitor bank credit worthiness. Additional credit risk arises from trade debtors. In order to manage credit risk, management sets limits for customers based on combination of payment history and third party credit references. Credit limits are reviewed by management on a regular basis in conjunction with debt ageing and collection history. Business risk management The directors view the business risks for the Company as low and manageable. The Company has a wide and balanced portfolio of clients, such that no single client will have a disproportionate impact on results. Likewise, the Company is not dependent on a single client or project to meet its plan for 2022. As significant proportion of the Company’s revenues are derived from long term, recurring business held with loyal, long-term clients. The Company has strong personnel in the management team, and at every tier of operation.
This report was approved by the board on 13 July 2022 and signed on its behalf.
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TARANTO SYSTEMS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the period ended 31 December 2021.
The loss for the period, after taxation, amounted to £104,426.
The directors who served during the period were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company will continue to grow by winning new customers as well as working closely with our current customers to deliver valuable solutions. As well we will continue to drive efficiencies by investing in our resources and people to service future growth.
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TARANTO SYSTEMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
There have been no significant events affecting the Company since the year end.
The auditor, James Cowper Kreston, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TARANTO SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TARANTO SYSTEMS LIMITED
We have audited the financial statements of Taranto Systems Limited (the 'Company') for the period ended 31 December 2021, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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TARANTO SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TARANTO SYSTEMS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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TARANTO SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TARANTO SYSTEMS LIMITED (CONTINUED)
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.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.w
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
∙Enquiry of management and those charged with governance around actual and potential litigation and claims;
∙Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.
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.
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
Chartered Accountants and Statutory Auditor
2 Communications Road
Greenham Business Park
Greenham
Berkshire
RG19 6AB
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TARANTO SYSTEMS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
REGISTERED NUMBER: 12920661
BALANCE SHEET
AS AT 31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 25 form part of these financial statements.
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TARANTO SYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Taranto Systems Limited is a private company, limited by shares, registered in England and Wales. The registered office is Unit A1, Methuen Park, Chippenham, SN14 0GT.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
This information is included in the consolidated financial statements of Constellation Software Inc. as at 31 December 2021 and these financial statements may be obtained from www.csisoftware.com/category/stat-filings.
The financial statements have been prepared on the going concern basis which assumes that the Company will continue in operational existence for the foreseeable future. The directors have obtained confirmation of ongoing support from its parent company which will extend for a period of at least 12 months from the anticipated date of signing the financial statements.
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
To determine whether to recognise revenue, the Company follows a 5-step process: 1. Identifying the contract with the customer 2. Identifying the performance obligations 3. Determining the transaction price 4. Allocating the transaction price to the performance obligations 5. Recognising revenue when/as performance obligations(s) are satisfied. Software licences and hardware sales are recognised when the customer obtains the control of the asset, which is on delivery of the asset. When delivery of goods is delayed at the buyers request, the customer specifically acknowledges the deferred delivery instructions and the usual payment terms apply; revenue is recognised when the customer takes title of the goods. For professional services provided on a fixed term basis, revenue is recognised on the stage of completion, which is based on the number of days worked as a proportion to the total days expected on the project. Maintenance and warranty renewals are recognised rateably over the period of the contract. When a contract consists of various components that operate independently of each other, the Company recognises revenue for each component as if it was an individual contract.
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The estimated useful lives range as follows:
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Debt instruments at amortised cost
Financial liabilities
At amortised cost
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Revenue recognition Management applies judgment when a contract involves delivery of multiple components. Judgment will be required here to determine whether these should be 'bundled' together or treated as distinct and accounted for as separate performance obligations. It is not expected that this aggregation will change either the period over which revenue is recognised or how the Company's significant revenue streams are classified and reported. IFRS 15 requires that the incremental costs of obtaining a contract, including sales commissions paid to employees, are recognised in line with the transfer of goods/services to the customers. For those relevant costs that are currently expenses as incurred, recognising these over the period that performance obligations are satisfied would not result in a material change to the financial results for the year. Allocation of intangible assets Management have applied judgment in calculating the allocation of intangibles assets from the acquisition of the trade and assets during the period. Management have forecasted future cashflows based on a number of assumptions to allocate the purchase price between customer relationships and intellectual property. Payroll provision Management have applied judgment in estimating the payroll provision in note 17. The main judgment being that it is more than probable that the entity will be required to transfer economic benefits in settlement.
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
8.Taxation (continued)
In the Spring Budget 2021, the Government announced that from 1 April 2023, the main corporation tax rate will increase to 25%. This change was substantively enacted on 24 May 2021. As a result the deferred tax liability has been calculated based on the substantively enacted rate of 25%.
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
On incorporation, one Ordinary share was issued at par value.
Profit and loss account
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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TARANTO SYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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 £142,711. Contributions totalling £9,704 were payable to the fund at the balance sheet date and are included in creditors.
The Company's immediate parent is
The ultimate parent is The group in which the results of the Company are consolidated is that headed by
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