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Registration number: 06080201

UpClear Ltd

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2022

 

UpClear Ltd

Contents

Company Information

1

Accountants' Report

2

Balance Sheet

3

Notes to the Unaudited Financial Statements

4 to 8

 

UpClear Ltd

Company Information

Director

Mr Thierry Jean Marcel Soudee

Registered office

239 Kensington High Street
1st Floor
London
W8 6SN

Accountants

MG Group (Professional Services) Ltd
Chartered Accountants
166 College Road
Harrow
Middlesex
HA1 1BH

 

Chartered Accountants' Report to the Director on the Preparation of the Unaudited Statutory Accounts of
UpClear Ltd
for the Year Ended 31 December 2022

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of UpClear Ltd for the year ended 31 December 2022 as set out on pages 3 to 8 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at
http://www.icaew.com/regulation.

This report is made solely to the Board of Directors of UpClear Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of UpClear Ltd and state those matters that we have agreed to state to the Board of Directors of UpClear Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than UpClear Ltd and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that UpClear Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit of UpClear Ltd. You consider that UpClear Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the accounts of UpClear Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

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

MG Group (Professional Services) Ltd
Chartered Accountants
166 College Road
Harrow
Middlesex
HA1 1BH

29 September 2023

 

UpClear Ltd

(Registration number: 06080201)
Balance Sheet as at 31 December 2022

Note

2022
£

2021
£

fixed assets

 

tangible assets

4

20,954

13,362

Current assets

 

Debtors

5

4,551,856

2,743,435

Cash at bank and in hand

 

2,381,143

1,590,265

 

6,932,999

4,333,700

Creditors: Amounts falling due within one year

6

(4,531,095)

(3,322,104)

Net current assets

 

2,401,904

1,011,596

Total assets less current liabilities

 

2,422,858

1,024,958

Creditors: Amounts falling due after more than one year

6

(300,000)

(300,000)

Net assets

 

2,122,858

724,958

capital and reserves

 

Called up share capital

1,000

1,000

Profit and loss account

2,121,858

723,958

Total equity

 

2,122,858

724,958

For the financial year ending 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 29 September 2023
 

.........................................
Mr Thierry Jean Marcel Soudee
Director

 

UpClear Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
239 Kensington High Street
1st Floor
London
W8 6SN
England and Wales

These financial statements were authorised for issue by the director on 29 September 2023.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

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.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

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.

Tax

The tax expense for the period comprises current 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.

 

UpClear Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures, fittings and equipment

25% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each
acquisition is measured at the aggregate of the fair values at acquisition date of assets given,
liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of
the acquired, plus any costs directly attributable to the business combination. When a business
combination agreement provides for an adjustment to the cost of the combination contingent on future
events, the group includes the estimated amount of that adjustment in the cost of the combination at
the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured
reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.
Investments in equity shares which are not publicly traded and where fair value cannot be measured
reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective
interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors 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 debtors 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.

 

UpClear Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

Trade creditors

Trade creditors 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.

Trade creditors 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.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3

Staff numbers

The average number of persons employed by the company (including the director) during the year, was 9 (2021 - 8).

 

UpClear Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

4

Tangible assets

Fixtures and fittings
£

Total
£

Cost or valuation

At 1 January 2022

43,587

43,587

Additions

17,326

17,326

At 31 December 2022

60,913

60,913

Depreciation

At 1 January 2022

30,225

30,225

Charge for the year

9,734

9,734

At 31 December 2022

39,959

39,959

Carrying amount

At 31 December 2022

20,954

20,954

At 31 December 2021

13,362

13,362

5

Debtors

Current

Note

2022
£

2021
£

Trade debtors

 

3,591,059

2,511,393

Amounts owed by related parties

7

774,862

-

Prepayments

 

111,427

63,457

Other debtors

 

74,508

168,585

   

4,551,856

2,743,435

6

Creditors

Creditors: amounts falling due within one year

2022
£

2021
£

Due within one year

Trade creditors

271,868

18,980

Taxation and social security

520,118

474,015

Accruals and deferred income

3,712,137

2,662,089

Other creditors

26,972

167,020

4,531,095

3,322,104

 

UpClear Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2022

Creditors: amounts falling due after more than one year

Note

2022
£

2021
£

Due after one year

 

Loans and borrowings

300,000

300,000

7

Related party transactions

During the year, the company made the following related party transactions:

Company under common control
During the year the company received royalty fess £647,286 (2021: £Nil) and tech charge £774,862 (2021: £Nil) from a company under common control. It paid management charge £499,524 (2021: £475,590) during the year to the same company.
At the balance sheet date, the loan amount due to the company under common control was £300,000 (2021: £300,000) and receivable amount due from the same company was £774,862 (2021: £Nil)

Director

At the balance sheet date, the amount due from the director was £Nil (2021: £82,775).
 

8

Share capital

Allotted, called up and fully paid shares

 

2022

2021

 

No.

£

No.

£

Ordinary shares of £1 each

1,000

1,000

1,000

1,000