Hybrid Software Group PLC Annual Report 2022 Hybrid Software Group Strategic report Governance Financial statements Other information Hybrid Software Group PLC Annual Report 2022 118 119 NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED) 5. TRADE AND OTHER RECEIVABLES In thousands of euros 2022 2021 Deferred consideration receivable - 500 Amounts owed by group undertakings 1,755 597 Other receivables 548 524 Total trade and other receivables 2,303 1,621 Included within amounts owed by group undertakings is €1,755,000 (2021: €597,000) expected to be recovered in more than 12 months. There are no formal intercompany agreements. Amounts owed by group undertakings are interest free and would be repayable on demand. 6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR In thousands of euros 2022 2021 Trade and other payables 72 5 Amounts owed to group undertakings 10,255 9,291 Accruals 762 231 Contingent consideration (see note 7) 411 670 Deferred consideration (see note 7) 259 284 Total creditors due within one year 11,759 10,481 There are no formal intercompany agreements. Amounts owed to group undertakings are interest free and would be repayable on demand. 7. CREDITORS: AMOUNTS FALLING DUE IN MORE THAN ONE YEAR In thousands of euros 2022 2021 Contingent consideration 224 716 Deferred consideration 642 874 Total other liabilities 866 1,590 Fair value adjustment to contingent consideration Certain assumptions about revenue growth were used when calculating the acquisition date fair value of contingent consideration for the acquisition of TTP Meteor Limited (now Meteor Inkjet Limited) in the year ending 31 December 2016. These assumptions were reviewed for the year ended 31 December 2021. Based on the revised forecasts, the review concluded that there was an increase in the present value of those payments, thus decreasing the liability on the balance sheet, of €7,000 (2021: decrease of €3,000). During the year, cash payments of €717,000 (2021: €492,000) were paid against the contingent consideration due for the acquisition of Meteor Inkjet Limited. The underlying liability is denominated in pounds sterling, thus there is a movement due to changes in exchange rates used to convert to Euros at the reporting date. Deferred consideration Deferred consideration primarily relates to the acquisition of ColorLogic GmbH (see Note 34 ‘Acquisitions’ of the consolidated financial statements). 8. TAX Deferred tax assets are recognised for tax losses available for carrying forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Company had no recognised or unrecognised deferred tax assets as at 31 December 2022 (2021: €nil). 9. SHARE CAPITAL AND RESERVES Ordinary shares of €0.40 allotted, called up and fully paid: 2022 2021 In thousands of euros, except number of shares Number Value Number Value As at 1 January 32,909,737 13,164 11,835,707 4,734 Issued in business combination (see note 34 of the consolidated financial statements) - - 21,074,030 8,430 As at 31 December 32,909,737 13,164 32,909,737 13,164 Share premium: In thousands of euros 2022 2021 As at 31 December 1,979 1,979 NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED) 9. SHARE CAPITAL AND RESERVES (CONTINUED) Merger reserve: Pursuant to the acquisition of HYBRID Software Group S.à r.l. (“HYBRID Software”) (see Note 34 ‘Acquisitions’ of the consolidated financial statements), in accordance with section 612 of the Companies Act 2006, the premium over the par value of the consideration shares issued in exchange for 100% of the issued share capital of HYBRID Software has been credited to a merger reserve instead of share premium. The premium over par value is calculated as follows: In thousands of euros Contractual consideration (see note 34 of the consolidated financial statements) 80,000 Fair value adjustment for consideration shares (4,555) Acquisition date market value of new shares issued as consideration (see note 34) 75,445 Par value of 21,074,030 shares issued (8,430) Premium over par value credited to merger reserve 67,015 The movement during the year is as follows: In thousands of euros 2022 2021 As at 31 December 67,015 67,015 The fair value adjustment for the consideration shares is an adjustment to reflect the acquisition date fair value of the shares (see Note 35 ‘Acquisitions’ of the consolidated financial statements). Treasury shares: The Company's investment in its own shares in treasury is as follows: 2022 2021 In thousands of euros, except number of shares Number Value Number Value As at 1 January 73,996 202 112,996 309 Disbursement of shares to employees (41,000) (41) (39,000) (107) As at 31 December 32,996 161 73,996 202 10. SHARE BASED PAYMENTS Information about share based payments for Directors and employees is detailed in Note 30 ‘Share based payments’ of the consolidated financial statements. 11. RELATED PARTY TRANSACTIONS The controlling party is Congra Software S.à r.l. (“Congra”), which owns the majority of the voting rights of the Company. Congra is controlled by Powergraph BV and Powergraph BV is controlled by the Group’s chairman, Guido Van der Schueren. The remuneration paid to the Directors is detailed in the Directors’ remuneration report on pages 55 to 62. Other related party relationships are detailed in Note 32 ‘Related parties’ of the consolidated financial statements. The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 for transactions with wholly owned group companies. 12. SUBSEQUENT EVENTS Details of post balance sheet events requiring disclosure in the financial statements for the year ended 31 December 2022 are in Note 36 ‘Subsequent events’ of the consolidated financial statements.
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