Sweagle Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 11752207 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2022

for

Sweagle Ltd

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

Russell Scott Elmer

Mark Aidan Cockerill

Mark William Alloy

SECRETARY:

Mark Aidan Cockerill

REGISTERED OFFICE:

1 Bridge Street

Staines-Upon-Thames

TW18 4TW

REGISTERED NUMBER:

11752207 (England and Wales)

AUDITORS:

Try Lunn & Co

Chartered Accountants

and Statutory Auditors

Roland House

Princes Dock Street

HULL HU1 2LD

The directors present their report and the audited financial statements for the year ended 31 December 2022

PRINCIPAL ACTIVITY

The principal activity of the Company in the period under review was that of providing software solutions to the banking industry.

REVIEW OF BUSINESS

The Company is a wholly owned subsidiary of Sweagle N.V. Effective 1 July 2020, Sweagle N.V. became a part of the corporate group ('ServiceNow Group' or 'Group') of which, ServiceNow, Inc. (the “Ultimate Parent Company”), headquartered in Santa Clara, California, United States, is the ultimate parent and is listed on the New York Stock Exchange ('NYSE').

The profit/(loss) for the year/period, after taxation, amounted to £ 47,405 (2021: 31,546).

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

Russell Scott Elmer

Mark Aidan Cockerill

Mark William Alloy

INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

During the year, the Ultimate Parent Company paid premiums for all its direct and indirect subsidiaries for insurance coverage generally intended to protect the directors and officers of the Ultimate Parent Company and its subsidiaries against losses and defence costs as a result of legal action brought against them in their capacity as officers of the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

No indemnity has been given or insurance premiums paid, during or post the end of the financial year, for any person who is or has been an auditor of the Company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' 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 then apply them consistently;

- state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;

- make judgements and accounting estimates that are reasonable and prudent; 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.

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 Company'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 Company's auditors are aware of that information.

AUDITORS

The auditors, Try Lunn & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mark William Alloy - Director

26 September 2023

Opinion

We have audited the financial statements of Sweagle Ltd (the 'Company') for the year ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 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.

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 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, 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' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages two and three, 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 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.

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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

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.

Simon Moss FCCA (Senior Statutory Auditor)

for and on behalf of Try Lunn & Co

Chartered Accountants

and Statutory Auditors

Roland House

Princes Dock Street

HULL HU1 2LD

26 September 2023

TURNOVER

3

147,376

179,307

Cost of sales

95,446

140,253

GROSS PROFIT

51,930

39,054

Administrative expenses

4,525

7,508

OPERATING PROFIT and

PROFIT BEFORE TAXATION

47,405

31,546

Tax on profit

8

-

-

PROFIT FOR THE FINANCIAL YEAR

47,405

31,546

PROFIT FOR THE YEAR

47,405

31,546

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

47,405

31,546

CURRENT ASSETS

Debtors

9

167,876

314,995

Cash at bank

259

6,260

168,135

321,255

CREDITORS

Amounts falling due within one year

10

144,050

344,575

NET CURRENT ASSETS/(LIABILITIES)

24,085

(23,320

)

TOTAL ASSETS LESS CURRENT LIABILITIES

24,085

(23,320

)

CAPITAL AND RESERVES

Called up share capital

11

101

101

Share premium

12

745,749

745,749

Retained earnings

12

(721,765

)

(769,170

)

SHAREHOLDERS' FUNDS

24,085

(23,320

)

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2023 and were signed on its behalf by:

Mark William Alloy - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2021

101

(800,716

)

745,749

(54,866

)

Changes in equity

Profit for the period

-

31,546

-

31,546

Total comprehensive income

-

31,546

-

31,546

Balance at 31 December 2021

101

(769,170

)

745,749

(23,320

)

Changes in equity

Profit for the year

-

47,405

-

47,405

Total comprehensive income

-

47,405

-

47,405

Balance at 31 December 2022

101

(721,765

)

745,749

24,085

1.	STATUTORY INFORMATION

Sweagle Ltd (hereinafter referred to as the “Company”, “we”, “us” and “our”) is a private company, limited by shares, domiciled and incorporated in United Kingdom. The registered office of the Company is located at 1 Bridge Street, Staines-Upon-Thames, England, TW18 4TW.

The Company is a wholly owned subsidiary of Sweagle N.V. Effective 1 July 2020, Sweagle N.V. became a part of the corporate group of which, ServiceNow, Inc. (the “Ultimate Parent Company”), headquartered in Santa Clara, California, United States, is the ultimate parent and is listed on the New York Stock Exchange ('NYSE').

The Company is engaged in the business of providing software solutions to the banking industry.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and in accordance with the provisions applicable to companies subject to the small company regime under the requirements of the Companies Act, 2006.

The financial statements are prepared in pound sterling (GBP or £), which is the functional currency of the Company.

The financial statements are prepared on a going concern basis, under the historical cost convention.

The Company has changed its financial year end to 31 December from 1 April 2021 and hence the comparative numbers are for a period of nine months ended 31 December 2021.

Going concern

The financial statements have been prepared on the basis that the Company is a going concern, which is based on the directors having reasonable expectation that the Company has continued support from ServiceNow group and adequate resources to continue in operational existence for the foreseeable future at the time of approving the financial statements.

Based on the foregoing, management is of the opinion that the going concern assumption is appropriate.

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions 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;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

Turnover

Revenue is recognised when control of services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

Subscription revenues

Subscription revenues primarily comprise of subscription fees that give customers access to the ordered subscription service, related support and updates, if any, to the subscribed service during the subscription term.

Subscription revenues are recognised ratably over the contract term beginning on the commencement date of each contract, which is the date the services are made available to the customers. The contracts with customers typically include a fixed amount of consideration and are generally non-cancellable and without any refund-type provisions. The Company typically invoices customers annually in advance for subscription services upon execution of the initial contract or subsequent renewal, and invoices are typically due within 30 days from the invoice date.

Subscription revenues also include revenues from self-hosted offerings in which customers deploy, or the Company grants the customers the option to deploy without significant penalty, the subscription service internally or contract with a third party to host the software. For these contracts, revenue for the software element is accounted for separately from the related standard and additionally priced enhanced support and updates as they are distinct performance obligations. The transaction price is allocated to separate performance obligations on a relative Standalone Selling Price ('SSP') basis. Transaction price allocated to the software element is recognised when transfer of control of the software to the customer is complete. The transaction price allocated to the related support and updates is recognised ratably over the contract term.

Professional services and other revenues

Professional services and other revenues consist of fees associated with services provided to customers for process design, implementation, configuration, architecture and optimisation of products.

Professional services arrangements are primarily on a time-and-materials basis. Professional services are generally invoiced to customers monthly in arrears based on actual hours and expenses incurred. Some of the professional services arrangements are on a fixed fee or subscription basis. Professional services revenues are recognised as services are delivered. Other revenues consist of fees from customer training delivered on-site or through publicly available classes. Typical payment terms require customers to pay within 30 days of invoice.

Unbilled receivables

Unbilled receivables, which is a contract asset, represent subscription revenues that are recognised upon delivery of the software, prior to being invoiced.

Deferred revenue

Deferred revenue, which is a contract liability, consists primarily of payments received related to unsatisfied performance obligations at the end of the period. Once the services are available to customers, the amounts due are recorded in accounts receivable and in deferred revenue. To the extent of the amount billed to customers in advance of the billing period commencement date, the accounts receivable and corresponding deferred revenue amounts are netted to zero in the balance sheet, unless such amounts have been paid as of the balance sheet date.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Debtors

Trade debtors are recognised initially at the net invoice value. The carrying value less impairment provision of trade debtors (if applicable) are assumed to approximate fair value due to receivables being non-interest bearing and short-term in nature.

Trade debtors are considered past due based on the contractual payment terms and trade debtors are written off when the Company becomes aware of a specific customer’s inability to meet its financial obligation, and all collection efforts are exhausted.

Creditors

Trade creditors and other payables are recognised initially at their fair value. The carrying value of creditors are assumed to approximate their fair value due to payables being non- interest bearing and short-term in nature.

Trade creditors and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the Company.

An analysis of turnover by class of business is given below:

Period

1.4.21

Year Ended

to

31.12.22

31.12.21

£

£

Subscription revenue

147,376

179,307

147,376

179,307

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2022 nor for the period ended 31 December 2021.

The Company does not have any employees other than the directors during the year ended 31 December 2022 and the period ended 31 December 2021.

5.	DIRECTORS' EMOLUMENTS

Period

1.4.21

Year Ended

to

31.12.22

31.12.21

£

£

Directors' remuneration

-

-

The directors of the Company are remunerated by the other ServiceNow group companies for their services to the ServiceNow group.

6.	OPERATING PROFIT

Year ended 31.12.22

Period 1.4.21 to 31.12.21

The operating profit is stated after charging:

Intercompany expense

95,446

140,253

7.	AUDITORS' REMUNERATION

Period

1.4.21

Year Ended

to

31.12.22

31.12.21

£

£

Fees payable to the Company's auditors for the audit of the Company's financial statements

3,000

3,750

8.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the period ended 31 December 2021.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade debtors

145,976

294,995

Other debtors

20,000

20,000

VAT

1,900

-

167,876

314,995

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Amounts owed to group undertakings

138,228

287,383

Accruals and deferred income

-

46,396

Accrued expenses

5,822

10,796

144,050

344,575

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

101

Ordinary

£1

101

101

There is a single class of equity shares. There are no restrictions on the distribution of dividends and the repayment of capital. All shares carry equal voting rights and rank for dividends to the extent of which the total amount on each share is paid up.

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2022

(769,170

)

745,749

(23,421

)

Profit for the year

47,405

47,405

At 31 December 2022

(721,765

)

745,749

23,984

13.	RELATED PARTY DISCLOSURES

Amounts owed to group undertakings as at 31 December 2022 are unsecured and interest free.

14.	ULTIMATE CONTROLLING PARTY

The immediate controlling party is Sweagle N.V., a company incorporated in Belgium.

The ultimate controlling party is ServiceNow Inc., a company incorporated in the United States of America.