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Financial Statements
Thesaurus Software LTD
For the year ended 30 June 2023
Registered number: 04664435
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Company Information
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Kevin James McCallum (resigned 13 October 2023)
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Robert McKay (appointed 1 February 2023)
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Stephen Murdoch (appointed 13 October 2023)
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Chartered Accountants & Statutory Auditor
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Contents
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Directors' responsibilities statement
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Independent auditor's report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Directors' report
For the year ended 30 June 2023
The Directors present their report and the financial statements for the year ended 30 June 2023.
The principal activity of the Company is that of software development.
The loss for the year, after taxation, amounted to £2,538,894 (2022: profit £215,632) and this was transferred to the reserves at year-end.
During the year, no dividends were paid (30 June 2022: €nil).
The Directors who served during the year and their interests in the Company's issued share capital were:
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Ordinary shares
of £1 each
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Kevin James McCallum (resigned 13 October 2023)
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Robert McKay (appointed 1 February 2023)
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Events since the end of the year
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There have been no significant events affecting the Company since the financial year-end.
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 the requirements of the Companies Act 2006 as applicable to companies subject to the small company’s regime. The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Page 1
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Directors' report (continued)
For the year ended 30 June 2023
The auditor, Grant Thornton, will continue in office in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
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Directors' responsibilities statement
For the year ended 30 June 2023
The Directors are responsible for preparing 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 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 for the Company's financial statements 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.
Date: 14 March 2024
Page 3
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Independent auditor's report to the members of Thesaurus Software LTD
We have audited the financial statements of Thesaurus Software LTD, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the financial year ended 30 June 2023, and the related 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, Thesaurus Software LTD's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 30 June 2023 and of its financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor 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, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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 the date 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.
Page 4
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Independent auditor's report to the members of Thesaurus Software LTD (continued)
Other information comprises the information included in the annual report, other than the financial statements and our Auditor's report thereon, including the Directors' report. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, 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.
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 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
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In the light of the knowledge and understanding of the Company and its environment we have 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 in relation to which 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 from the requirement to prepare a strategic report or in preparing the Directors' report.
Page 5
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Independent auditor's report to the members of Thesaurus Software LTD (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their 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 an auditor's 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
Page 6
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Independent auditor's report to the members of Thesaurus Software LTD (continued)
Responsibilities of the auditor for the audit of the financial statements (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management and board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company’s legal correspondence and review of minutes of board meetings during the financial year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates, including impairment assessment of investments; and
∙review of the financial statements disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Kevin Foley, FCA
for and on behalf of
Grant Thornton
Chartered Accountants &
Statutory Auditor
Dublin 2
Date: 14 March 2024
Page 7
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Statement of comprehensive income
For the year ended 30 June 2023
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Exceptional other operating charges
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(Loss)/Profit for the year
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There was no other comprehensive income for 2023 (2022: £NIL).
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The notes on pages 11 to 19 form part of these financial statements.
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Page 8
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Thesaurus Software LTD
Registered number:04664435
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Statement of financial position
As at 30 June 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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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 19 form part of these financial statements.
Page 9
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Statement of changes in equity
For the year ended 30 June 2023
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Comprehensive income for the year
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Shares issued during the year
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Statement of changes in equity
For the year ended 30 June 2022
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 11 to 19 form part of these financial statements.
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Page 10
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Notes to the financial statements
For the year ended 30 June 2023
Thesaurus Software LTD is a private company limited by shares, registered in UK with registration number of 04664435. The registered address is 3 Shortlands, London, England.
The Company is primarily engaged in the provision of payroll software development.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 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 financial statements are presented in Sterling (£).
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Exemption from preparing consolidated financial statements
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The Company is itself a subsidiary company of P3R Midco 1 Limited, a company incorporated in Ireland, and is exempt from the requirement to prepare group accounts by virtue of the Companies Act 2014 section 299. The consolidated financial statements can be obtained from Unit 35 Duleek Business Park, Duleek. Co. Meath, Ireland. These financial statements therefore present information about the company as an individual undertaking and not about its group.
Business combinations are accounted for by applying the purchase method. The cost of the a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination.
After reviewing the Company’s forecasts and projections, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Page 11
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Notes to the financial statements
For the year ended 30 June 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution plan
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit and loss in the period in which it arises.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Page 12
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Notes to the financial statements
For the year ended 30 June 2023
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 13
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Notes to the financial statements
For the year ended 30 June 2023
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Judgments in applying accounting policies and key sources of estimation uncertainty
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When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.
The following are significant management judgements in applying the accounting policies of the Company that have the most significant effect on the financial statements.
Bad debts provision
The Company estimates the bad debts provision related to its debtors based on assessment of specific accounts when the Company has information that certain counterparties are unable to meet their financial obligations. In these cases, judgment used was based on the best available facts and circumstances, including but not limited to, the length of relationship with the counterparty and the counterparty’s current credit status based on credit reports and known market factors. The Company used judgment to record specific reserves for counterparties against amounts due to reduce the expected collectible amounts. These specific reserves are re-evaluated and adjusted as additional information received impacts the amounts estimated. The amounts and timing of recorded expenses for any period would differ if different judgments were made or different estimates were utilised.
Establishing useful economic lives for depreciation purposes of tangible fixed assets
Long-lived assets, consisting primarily of tangible fixed assets, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and estimates of residual values. The Directors regularly review these asset useful economic lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful economic lives is included in the accounting policies.
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash- generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.
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Service charge receivable - intercompany
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Government grants receivable
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Foreign exchange difference - gain
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The total employee costs during the year was £3,382,698 (2022: £1,144,289) of which £354,241 (2022: £177,381) related to directors remuneration.
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The average monthly number of employees, including Directors, during the year was 54 (2022: 11).
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Page 14
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Notes to the financial statements
For the year ended 30 June 2023
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The operating (loss)/profit is stated after charging:
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Depreciation of tangible assets
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Other operating lease rentals
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2022 - lower than) the hybrid rate of corporation tax in the UK of 20.5% (2022 - standard rate of19%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by hybrid rate of corporation tax in the UK of 20.5% (2022 - standard rate of 19%)
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Capital allowances for year in excess of depreciation
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Pension contributions adjustment
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Relief from losses brought forward
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Expenses not deductible for tax purposes
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Total tax charge for the year
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Factors that may affect future tax charges
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The Finance (No. 2) Act 2015 reduced the standard rate of corporation tax to 19%, effective from 1 April 2017. A further reduction in the UK corporation tax rate to 17% was expected to come into effect from 1 April 2020, however, legislation in the Finance Act 2020, enacted in July 2020, repealed this reduction. The Finance Act 2021 included measures to increase the standard rate of UK corporation tax to 25% with effect from 1 April 2023.
Page 15
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Notes to the financial statements
For the year ended 30 June 2023
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Exceptional development costs
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Exceptional implementation costs
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Exceptional redundancy and recruitment costs
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Page 16
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Notes to the financial statements
For the year ended 30 June 2023
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Investments in subsidiary undertaking
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Additions - BTCSoftware Limited
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On the 25th of October 2022, Thesaurus Software LTD acquired 72.7% of BTCSoftware Limited, a Company registered in the United Kingdom whose principal purpose is the development of software. The other 27.3% is owned by P3R Topco Limited, a Company registered in Jersey, the Channel Islands, which is also the ultimate controlling party of the group.
On the 25th January 2023, P3R Topco Limited transferred its remaining 27.3% ownership to Thesaurus Software LTD. This sees Thesaurus Software LTD owning 100% of the share capital of BTCSoftware Limited at year end.
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The following were subsidiary undertakings of the Company:
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AccountancyManager (AM) Limited
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Semcon House, Edgehill Drive, Warwick, CV34 6QZ, United Kingdom
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Semcon House, Edgehill Drive, Warwick, CV34 6QZ, United Kingdom
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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Page 17
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Notes to the financial statements
For the year ended 30 June 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free and repayable on demand.
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Allotted, called up and fully paid
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6 (2022 - 3) Ordinary shares of £1.00 each
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Share premium
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
Includes all current and prior period retained profits and losses.
Page 18
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Notes to the financial statements
For the year ended 30 June 2023
There is a contingent liability in respect of guarantees and security given to the lenders for the borrowings of P3R Bidco Limited, a fellow group Company.
The bank borrowings are secured by fixed charges, and negative pledge over all property and assets of the Company.
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Related party transactions
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The Company has availed of the exemptions in FRS102 Section 33, Paragraph 33.1A which allows nondisclosure of transactions 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.
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Prior year reclassification
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Certain amounts from prior balances were reclassified to confirm with the current year presentation, as follow:
30 June 2022 Balance sheet (£):
Debtors: amounts falling due within one year increased by 317,923 from (47,770) to 270,153.
Creditors: amounts falling due within one year increased by 317,923 from 8,435,825 to 8,753,748.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The Company is a wholly owned subsidiary of Thesaurus Software Limited, a company incorporated in Ireland.
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Ultimate controlling party
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The ultimate controlling party is P3R Topco Limited, a company registered in Jersey, the Channel Islands.
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Approval of financial statements
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The board of Directors approved these financial statements for issue on 14 March 2024
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