Itiviti Fix City Limited

Contents

Section	Page
Company Information	1
Directors' Report	2 to 3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 8
Statement of Income and Retained Earnings	9
Statement of Financial Position	10
Notes to the Financial Statements	11 to 18

Company Information

Directors

L P Matlin

D J Kelly

T P Carey

Registered office

3rd Floor, Camomile Court
Camomile Street
London
EC3A 7LL

Independent Auditor

Harmer Slater Limited
Statutory Auditor
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

Itiviti Fix City Limited

Directors' Report for the Year Ended 31 December 2020

The directors present their annual report on the affairs of Itiviti Fix City Limited, together with the financial statements and auditor's report for the year ended 31 December 2020.

Principal activity

The principal activity of the company is that of a global software provider of FIX based solutions.

Directors of the company

The directors who served throughout the year and up to date of authorisation of this report were as follows:

L Griggs (resigned 16 October 2020)

A Shah (resigned 15 July 2021)

A P V Tiggelen (appointed 20 October 2020 and resigned 15 July 2021)

The following directors were appointed after the year end:

L P Matlin (appointed 15 July 2021)

D J Kelly (appointed 15 July 2021)

T P Carey (appointed 15 July 2021)

Dividends paid during the year was £nil (2019: £nil).

Going concern

The directors have considered financial projections for the company over the foreseeable future and have also reviewed the ongoing committed financial support from the company's parent undertaking and are confident that this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Events after the financial period

On 12 May 2021, the company’s ultimate parent undertaking, Itiviti Group Holding AB, was acquired by Broadridge Financial Solutions Inc., an undertaking registered in the United States of America.

There have been no other significant events between the year end and the date of approval of these financial statements which would require a change to, or disclosure in, the financial statements other than the ongoing effects of the outbreak of the contagious disease COVID-19.

This remains an emerging global risk for all individuals and businesses. It is not clear for how long the current outbreak will last or how much more extensive it will become, or the further measures that will be taken by governments and others to seek to control the outbreak and its impact.

Statement of disclosure 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 (as defined by section 418 of the Companies Act 2006) 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.

Itiviti Fix City Limited

Directors' Report for the Year Ended 31 December 2020 (continued)

Reappointment of auditors

The auditors Harmer Slater Limited are deemed to be reappointed under section 487(2) of Companies Act 2006.

Small companies provision statement

The directors have taken advantage of the small companies exemptions provided by sections 414B and 415A of the Companies Act 2006 from the requirement to prepare a strategic report and in preparing the directors’ report on the grounds that the company is entitled to prepare its accounts for the year in accordance with the small companies regime.

The directors' report was approved by the Board on 29 September 2021 and signed on its behalf by:

.........................................
D J Kelly
Director

Itiviti Fix City Limited

Statement of Directors' Responsibilities

The directors are responsible 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), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable UK Accounting Standards 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.

Independent Auditor's Report to the Member of
Itiviti Fix City Limited

Opinion

We have audited the financial statements of Itiviti Fix City Limited (the 'company') for the year ended 31 December 2020, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows, 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 2020 and of its profit for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice,including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


	Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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.

Independent Auditor's Report to the Member of
Itiviti Fix City Limited (continued)

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 have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report 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.; or
•	the directors were not entitled to 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 directors’ responsibilities statement set out on page 4, 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.

Independent Auditor's Report to the Member of
Itiviti Fix City Limited (continued)

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:

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•	the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

•	we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company and the information trade and connectivity industry.

•

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, General Data Protection Rules (GDPR), Taxation legislations, The Equality Act 2010, Anti-bribery Act, Anti-corruption law, Employment Law, Consumer Protection Law, Competition Law and Health & Safety legislations;

•	we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

•	identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

•	making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
•	considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

•	performed analytical procedures to identify any unusual or unexpected relationships;
•	tested journal entries to identify unusual transactions; and
•	investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•	agreeing financial statement to disclosures underlying supporting documentation;
•	enquiring of management as to actual and potential litigation and claims; and
•	reviewing correspondence with HMRC, analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations.

Independent Auditor's Report to the Member of
Itiviti Fix City Limited (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available 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 member, 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 member those matters we are required to state 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Ransford Agyei-Boamah (Senior Statutory Auditor)
For and on behalf of Harmer Slater Limited, Statutory Auditor

Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

29 September 2021

Itiviti Fix City Limited

Statement of Income and Retained Earnings
for the Year Ended 31 December 2020

	Note	2020 £	2019 £
Revenue	3	494,704	589,429
Cost of sales		(378,093)	(171,065)
Gross profit		116,611	418,364
Administrative expenses		51,832	(14,601)
Operating profit		168,443	403,763
Interest receivable and similar income	4	136	13,503
Interest payable and similar charges	5	(20,115)	31,142
Profit before tax		148,464	448,408
Taxation		156,865	81,825
Profit for the financial year		305,329	530,233
Retained earnings brought forward		2,264,214	1,733,981
Retained earnings carried forward		2,569,543	2,264,214

Continuing operations
All results are derived wholly from continuing operations.

Itiviti Fix City Limited

(Registration number: 04511314)
Statement of Financial Position as at 31 December 2020

	Note	2020 £	2019 £
Current assets
Receivables	10	4,087,418	3,968,053
Cash at bank and in hand	11	385,036	244,247
		4,472,454	4,212,300
Payables: Amounts falling due within one year	12	(1,702,911)	(1,748,086)
Net assets		2,769,543	2,464,214
Equity
Called up share capital	13	200,000	200,000
Retained earnings	13	2,569,543	2,264,214
Total equity		2,769,543	2,464,214

The financial statements of Itiviti Fix City Limited were approved and authorised for issue by the Board on 29 September 2021 and signed on its behalf by:

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

D J Kelly

Director

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020

1	General information

Itiviti Fix City Limited (the 'company') is a private company limited by share capital incorporated in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company’s operations and its principal activities are set out in the directors report on page 2.

2	Accounting policies

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.

Going concern

The directors have considered financial projections for the company over the foreseeable future and have also reviewed the ongoing committed financial support from the company's parent undertaking and are confident that this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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 except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent, Itiviti AB, which may be obtained from Kungsgatan 36, 5th floor, P.O. Box 7742, Stockholm, SE-103 95, Sweden.. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

2	Accounting policies (continued)

Critical judgements and key sources of estimation uncertainties

There were no key sources of estimation uncertainties or critical judgements made by the directors in the process of applying the company’s accounting policies with significant effect on the amounts recognised in the financial statements.

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of licenses in the ordinary course of the company’s activities. Revenue is shown net of value added tax.

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.

For agreements including fixed price contracts to design and build software solutions, an analysis is made to identify whether these contracts are independent of the related software licence. If they are independent, revenue is recognised based on the percentage of completion method. If they are not independent, implementation contract and related licence contract are bundled together, spread over the initial contracted life of the agreement on a straight-line basis.

Taxation

The tax expense for the period comprises current and deferred 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.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and at bank.

Receivables

Receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade receivables 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 receivables.

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

2	Accounting policies (continued)

Payables

Payables 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.

Payables 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.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3

Revenue

The analysis of the company's revenue for the year from continuing operations is as follows:

	2020 £	2019 £
Rendering of services	494,704	589,429

4	Interest receivable and similar income

	2020 £	2019 £
Interest income on bank deposits	136	503
Group interest receivable	-	13,000
	136	13,503

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

5	Interest payable and similar charges

	2020 £	2019 £
Foreign exchange (gains)/losses	20,115	(31,142)

6

Employees

The average number of persons employed by the company (including directors) during the year, was 0 (2019 - 0).

7	Key management compensation

No remuneration was paid by the company to the directors during the year (2019: £nil). They were remunerated by other group undertakings.

8	Auditors' remuneration

	2020 £	2019 £
Audit of the financial statements	6,480	4,750
Other fees to auditors
All other non-audit services	1,450	1,350

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

9

Taxation

Tax charged/(credited) in the income statement

	2020 £ 000	2019 £ 000
Current taxation
UK corporation tax	-	(81,825)
UK corporation tax adjustment to prior periods	(156,540)	-
	(156,540)	(81,825)
Deferred taxation
Arising from origination and reversal of timing differences	(325)	-
Tax receipt in the income statement	(156,865)	(81,825)

The standard rate of UK corporation tax applied to the reported profit before tax for the year is 19% (2019 - 19%).

The difference between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:

	2020 £	2019 £
Profit before tax	148,464	448,408
Corporation tax at standard rate	28,208	85,198
Effect of expense not deductible in determining taxable profit	-	66
Deferred tax expense (credit) from unrecognised tax loss or credit	(325)	-
Increase (decrease) in UK and foreign current tax from adjustment for prior periods	-	(81,825)
Tax increase (decrease) from effect of capital allowances and depreciation	308	-
Tax increase (decrease) arising from group relief	(185,056)	(85,264)
Total tax credit	(156,865)	(81,825)

Reductions in the UK corporation tax to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015, an additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the company's future current tax accordingly.

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

10	Receivables

	2020 £	2019 £
Trade receivables	40,301	75,007
Amounts owed by group undertakings	4,046,792	3,893,046
Deferred tax assets	325	-
	4,087,418	3,968,053

The amount receivable from group undertakings disclosed as falling within one year is unsecured, payable on demand and is interest bearing.

11	Cash and cash equivalents

	2020 £	2019 £
Cash at bank	385,036	244,247

12

Payables

	2020 £	2019 £
Due within one year
Trade payables	1,761	2,444
Amounts owed to group undertakings	1,642,062	1,457,496
Corporation tax	-	156,540
Other taxes	17,056	33,513
Deferred income	34,426	31,343
Accrued expenses	7,606	66,750
	1,702,911	1,748,086

The amount owed to group undertakings disclosed as falling within one year is unsecured, payable on demand and is interest bearing.

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

13	Share capital and reserves

Allotted, called up and fully paid shares

	2020		2019
	No.	£	No.	£
Ordinary shares of £1 each	200,000	200,000	200,000	200,000

The company has one class of share capital which carries no right to fixed income.

Reserves
The retained earnings reserve represents cumulative profit or losses net of dividends paid and other adjustments.

14	Related party transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of Section 33. 1A of FRS 102 the "The Financial Reporting Standard applicable in the UK and Republic of Ireland" not to disclose transactions with entities that are wholly owned members of the the group.

There were no other related party transactions to disclose.

15	Parent and ultimate parent undertaking

The company's immediate parent undertaking is Ullink SAS, the address of its registered office is 23, 25 rue de Provence, Paris, Ile-de-France 75009. The ultimate parent undertaking as at the balance sheet date was Itiviti Group Holding AB, registered in Sweden.

The most senior parent entity producing publicly available financial statements is Itiviti AB. These financial statements are available upon request from Kungsgatan 36, 5th floor, P.O. Box 7742, Stockholm, SE-103 95, Sweden.

The ultimate controlling party until 12 May 2021 was Nordic Capital CV 1 Limited, an undertaking registered in Jersey. Broadridge Financial Solutions Inc., an undertaking registered in the United States of America, is the ultimate controlling party since 12 May 2021.

Itiviti Fix City Limited

Notes to the Financial Statements
for the Year Ended 31 December 2020 (continued)

16	Events after the financial period

On 12 May 2021, the company’s ultimate parent undertaking, Itiviti Group Holding AB, was acquired by Broadridge Financial Solutions Inc., an undertaking registered in the United States of America.

There have been no other significant events between the year end and the date of approval of these financial statements which would require a change to, or disclosure in, the financial statements other than the ongoing effects of the outbreak of the contagious disease COVID-19.

This remains an emerging global risk for all individuals and businesses. It is not clear for how long the current outbreak will last or how much more extensive it will become, or the further measures that will be taken by governments and others to seek to control the outbreak and its impact.

Itiviti Fix City Limited - Period Ending 2020-12-31

Itiviti Fix City Limited - Period Ending 2020-12-31