Company No:
Contents
DIRECTORS | M L Krone |
T Schampers | |
J K Stipancich |
SECRETARY | Taylor Wessing Secretaries Limited |
REGISTERED OFFICE | 5 New Street Square |
London | |
England | |
EC4A 3TW | |
United Kingdom |
COMPANY NUMBER | 04076500 (England and Wales) |
AUDITOR | Moore Kingston Smith LLP |
6th Floor | |
9 Appold Street | |
London | |
EC2A 2AP | |
United Kingdom |
The directors present their annual report and the audited financial statements of Union Square Software Limited ('Company') for the financial year ended 31 December 2022.
PRINCIPAL ACTIVITIES
GOING CONCERN
The directors of Deltek, Inc. (intermediary parent of the Company) have also confirmed that they will support the Company to enable it to meet its third party liabilities and incidental expenses as they fall due for a period of at least twelve months from the date of approval of these financial statements. All deferred revenues were released in 2020 and there are no transfer pricing revenues; therefore, it is the intent of the directors to wind-up the Company in an orderly manner while still in a solvent position once the subsidiaries have been liquidated. This is not expected to be within the next 12 months following the reporting date. No adjustments would be required if the financial statements were to be prepared on a breakup basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence as a result of the financial support provided and cost measures as noted above, accordingly, they continue to adopt the going concern basis in preparing the financial statements.
DIVIDENDS
During the year no dividends were paid nor proposed (2021: £nil).
DIRECTORS
The directors holding office at 31 December 2022 did not hold any beneficial interest in the issued share capital of the Company at date of appointment or 31 December 2022.
The directors, who served during the financial year and to the date of this report, were as follows:
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DIRECTORS' INDEMNITIES
AUDITOR
* 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 he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Moore Kingston Smith LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
M L Krone
Director |
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 financial period.
In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* 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. The directors 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.
For and on behalf of
Statutory Auditor
9 Appold Street
London
EC2A 2AP
United Kingdom
Note | 2022 | 2021 | ||
£ | £ | |||
Administrative expenses | (
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Other operating income |
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Operating (loss)/profit | (
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Interest receivable and similar income |
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Profit before taxation | 4 |
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Tax on profit | (
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Profit for the financial year |
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2022 | 2021 | |||
£ | £ | |||
Current assets | ||||
Debtors | 7 |
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10,852,941 | 10,775,197 | |||
Creditors: amounts falling due within one year | 8 | (
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Net current assets | 10,758,979 | 10,682,272 | ||
Total assets less current liabilities | 10,758,979 | 10,682,272 | ||
Net assets |
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Capital and reserves | ||||
Called-up share capital |
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Capital contribution reserve |
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Profit and loss account |
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Total shareholders' funds |
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The financial statements of Union Square Software Limited (registered number:
M L Krone
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Union Square Software Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 5 New Street Square, London, England, EC4A 3TW, United Kingdom.
The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council.
The functional currency of Union Square Software Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
In the prior year, the profit and loss is presented to reflect foreign exchange gain separately, as other operating income.
The results for the year show a profit of £76,707 (2021 - £189,140). At the balance sheet date, the Company has net assets of £10,758,979 (2021 - £10,682,272).
The directors of Deltek, Inc. (intermediary parent of the Company) have also confirmed that they will support the Company to enable it to meet its third party liabilities and incidental expenses as they fall due for a period of at least twelve months from the date of approval of these financial statements. All deferred revenues were released in 2020 and there are no transfer pricing revenues; therefore, it is the intent of the directors to wind-up the Company in an orderly manner while still in a solvent position once the subsidiaries have been liquidated. This is not expected to be within the next 12 months following the reporting date. No adjustments would be required if the financial statements were to be prepared on a breakup basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence as a result of the financial support provided and cost measures as noted above, accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Exchange differences are taken into account in arriving at the operating result. Exchange differences are recognised in the Profit and Loss Account in the period in which they arise. Foreign exchange gains/losses are recognised in other operating income/expense.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.
Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws.
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. Deferred tax assets and liabilities are not discounted.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned.
The Company’s reserves are as follows:
- Called up share capital reserve represents the nominal value of the shares issues. The Company had issued 9,275 ordinary shares at a nominal value of £0.01 each and 1,000 ordinary A shares at a nominal value of £0.01. A ordinary shares have the right to three times the dividend payable on each ordinary share but otherwise rank pari passu with ordinary shares.
- Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
- Capital contribution reserve represents intercompany debts owed by the Company which have been forgiven by another group company.
In preparing these financial statements, the directors have made the following estimates:
- The Company has intercompany receivables for which the expectations are that all will be fully received without a premium or discount. In assessing the recoverability of amounts owed to the Company by fellow group undertakings, Management has considered the anticipated cash flow within the wider group and the support from the ultimate parent Company and has deemed these balances recoverable.
There are no key judgements in the process of applying the Company's accounting policies that have a significant effect on the amounts recognised in the financial statements.
2022 | 2021 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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None of the directors received any remuneration for their services in the current year nor in the prior year as they are remunerated by another Group Company and apportionment is not practicable.
The number of directors for whom retirement benefits were accruing was nil (2021 - nil)
(Loss)/profit before taxation is stated after charging/(crediting):
2022 | 2021 | ||
£ | £ | ||
Fees payable to the Company's auditors for the audit of the Company's annual financial statements | 6,500 | 12,500 | |
Foreign exchange losses/(gains) |
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2022 | 2021 | ||
£ | £ | ||
Current tax on profit | |||
UK corporation tax |
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Adjustments in respect of prior years | |||
UK corporation tax | (
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Total current tax |
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Total tax on profit |
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The tax assessed for the year is lower than (2021: lower than) the standard rate of corporation tax in the UK:
2022 | 2021 | ||
£ | £ | ||
Profit before taxation | 94,676 | 219,378 | |
Tax on profit at standard UK corporation tax rate of 19.00% (2021: 19.00%) |
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Effects of: | |||
- Expenses not deductible for tax purposes |
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- Adjustments in respect of prior years | (
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- Effects of group relief / other reliefs | 0 | (2,500) | |
Total tax charge for year | 17,969 | 30,238 |
Following the Budget announcement on 3 March 2021 the UK Corporation Tax rate (from 1 April 2023) will be 25% (for companies with profits over £250,000) and continue to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. The tax rate change was enacted in Finance Act 2021 on 24 May 2021. Deferred tax assets and liabilities have been measured using the enacted tax rate as at the Balance Sheet date.
Investments in subsidiaries
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Carrying value at 31 December 2022 |
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Carrying value at 31 December 2021 |
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Cost and net book value as at 31 December 2022 and 31 December 2021 is £nil.
Investments in shares
Name of entity | Registered office | Nature of business | Class of shares |
Ownership 31.12.2022 |
Ownership 31.12.2021 |
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Blue Square House, 272 Bath Street, Glasgow, G2 4JR, Scotland | Dormant |
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Level 12, 1 Pacific Highway, Sydney, NSW2060, Australia | Supply of software services |
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398 - 2416 Main street, Vancouver, BC, V5T 3E2, Canada | Supply of software services |
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2022 | 2021 | ||
£ | £ | ||
Amounts owed by Group undertakings |
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Amounts owed by Parent undertakings |
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2022 | 2021 | ||
£ | £ | ||
Accruals |
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Taxation and social security |
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The Company has taken advantage of the exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose related party transactions with wholly owned entities within the Group.
The immediate parent Company is Deltek GB Limited. The smallest and largest entity for which consolidated financial statements are prepared is Roper Technologies, Inc., a Company incorporated in the United States of America. The consolidated financial statements can be obtained from Roper Technologies, Inc., Headquarters, 6496 University Parkway, Sarasota, FL 34240. The ultimate controlling party is Roper Technologies, Inc.