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Registered number: 05724979










Vendavo UK Limited










Annual report and financial statements

For the year ended 31 December 2022

 
Vendavo UK Limited
 

Company Information


Directors
Amir Amirrezvani 
Kristin Ann Thielking (appointed 5 May 2023)




Registered number
05724979



Registered office
2nd Floor
168 Shoreditch High Street

London

E1 6RA




Independent auditor
Menzies LLP
Statutory auditor

7-12 Tavistock Square

London

WC1H 9LT





 
Vendavo UK Limited
 

Contents



Page
Group strategic report
 
 
1
Directors' report
 
 
2 - 3
Independent  auditor's report
 
 
4 - 7
Consolidated statement of comprehensive income
 
 
8
Consolidated statement of financial position
 
 
9
Company statement of financial position
 
 
10
Consolidated statement of changes in equity
 
 
11
Company statement of changes in equity
 
 
12
Consolidated statement of cash flows
 
 
13
Consolidated analysis of net debt
 
 
14
Notes to the financial statements
 
 
15 - 29

 
Vendavo UK Limited
 

Group strategic report
For the year ended 31 December 2022

Principal activity
 
The principal activity of the group continued to be that of a European sales, marketing and service company for its US parent, which develops price management software.

Business review
 
The company and its subsidiary record revenue from services that are sold to the United States parent of the company, Vendavo, Inc.  Those services are sold at a mark-up on cost.  
Revenue has increased from £17.4 million to £19.2 million in 2022 due to growth needed to support Vendavo’s growing customer base. Expenses have also increased in the year. The profit after tax has increased from £0.8m in 2021 to £0.9m in 2022. Vendavo plans to continue to invest in supporting our growing number of customers.

Principal risks and uncertainties
 
The company is exposed to foreign exchange risk as a result of its operations, including those operations and balances with its parent in the United States. Given the fact that most of the risk is intergroup and given the size of the operations, the costs of formally managing this exposure is deemed to outweigh the benefits. Should this change in the future the directors will revisit the company’s exposure and realign its risk policy.
Vendavo UK Limited conducts its business as an extension of its parent company, not as a stand-alone business, with stand-alone KPIs. Risks are managed at the parent-company level.

Future developments
 
The company expects to continue to operate as a provider of professional services to Vendavo, Inc. and expectations are that the business will grow as the customers of our US Parent utilize its software to increase their revenue and margins.


This report was approved by the board on 6 February 2024 and signed on its behalf.



Kristin Ann Thielking
Director
Page 1

 
Vendavo UK Limited
 

 
Directors' report
For the year ended 31 December 2022

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

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £684,226 (2021 - £827,832).

The directors do not propose to pay dividends (2021: £Nil).

Directors

The directors who served during the year were:

Bruno Slosse (resigned 3 November 2023)
Amir Amirrezvani 
Dayton Kellenberger (resigned 12 January 2024)
Page 2

 
Vendavo UK Limited
 

 
Directors' report (continued)
For the year ended 31 December 2022


Future developments

The company expects to continue to operate as a provider of professional services to Vendavo, Inc. and expectations are that the business will continue to grow as a result of increased group wide activities.

Matters covered in the Group strategic report

The Company has chosen in accordance with Section 414C(II) of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 to set out within the Company’s Strategic Report, the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsMenzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 6 February 2024 and signed on its behalf.
 





Kristin Ann Thielking
Director
Page 3

 
Vendavo UK Limited
 

 
Independent auditors' report to the members of Vendavo UK Limited
 

Opinion


We have audited the financial statements of Vendavo UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 4

 
Vendavo UK Limited
 

 
Independent auditors' report to the members of Vendavo UK Limited (continued)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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, the directors are responsible for assessing the Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
Vendavo UK Limited
 

 
Independent auditors' report to the members of Vendavo UK Limited (continued)


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 an Auditors' report 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 Group financial statements.


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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
• Companies Act 2006;
• Financial Reporting Standard 102; 
• Tax legislation
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
• Detailed testing on expenditure and proof in total of revenue based on cost-plus markup
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
• Posting of unusual journals and complex transactions; or
• The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 


Page 6

 
Vendavo UK Limited
 

 
Independent auditors' report to the members of Vendavo UK Limited (continued)


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 Auditors' report.


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 2006Our 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 Auditors' 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.





Andrew Wooding FCA (Senior statutory auditor)
for and on behalf of
Menzies LLP
Statutory auditor
7-12 Tavistock Square
London
WC1H 9LT

6 February 2024
Page 7

 
Vendavo UK Limited
 

Consolidated statement of comprehensive income
For the year ended 31 December 2022

2022
2021
Note
£
£

  

Turnover
 4 
19,182,556
17,360,613

Gross profit
  
19,182,556
17,360,613

Administrative expenses
  
(18,249,048)
(16,346,120)

Operating profit
 5 
933,508
1,014,493

Interest receivable and similar income
  
1,979
335

Interest payable and similar expenses
 9 
(349)
(7,044)

Profit before taxation
  
935,138
1,007,784

Tax on profit
 10 
(250,912)
(179,952)

Profit for the financial year
  
684,226
827,832

  

Currency translation differences
  
362,683
(75,835)

Other comprehensive income for the year
  
362,683
(75,835)

Total comprehensive income for the year
  
1,046,909
751,997

Profit for the year attributable to:
  

Owners of the parent Company
  
684,226
827,832

  
684,226
827,832

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
1,046,909
751,997

  
1,046,909
751,997

The notes on pages 15 to 29 form part of these financial statements.
Page 8

 
Vendavo UK Limited
Registered number: 05724979

Consolidated statement of financial position
As at 31 December 2022

2022
2022
2021
2021
Note
£
£
£
£

Fixed assets
  

Tangible assets
 11 
600,149
541,884

  
600,149
541,884

Current assets
  

Debtors: amounts falling due within one year
 13 
12,513,888
10,970,482

Cash at bank and in hand
 14 
161,485
433,620

  
12,675,373
11,404,102

Creditors: amounts falling due within one year
 15 
(5,453,248)
(5,350,515)

Net current assets
  
 
 
7,222,125
 
 
6,053,587

Total assets less current liabilities
  
7,822,274
6,595,471

Provisions for liabilities
  

Net assets
  
7,822,274
6,595,471


Capital and reserves
  

Called up share capital 
 17 
1
1

Profit and loss account
 18 
7,822,273
6,595,470

Equity attributable to owners of the parent Company
  
7,822,274
6,595,471


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 February 2024.




Kristin Ann Thielking
Director

The notes on pages 15 to 29 form part of these financial statements.
Page 9

 
Vendavo UK Limited
Registered number: 05724979

Company statement of financial position
As at 31 December 2022

2022
2022
2021
2021
Note
£
£
£
£

Fixed assets
  

Tangible Fixed Assets
 11 
34,252
23,039

Investments
 12 
7,340
7,340

  
41,592
30,379

Current assets
  

Debtors: amounts falling due within one year
 13 
6,413,306
6,169,331

Cash at bank and in hand
 14 
114,963
353,803

  
6,528,269
6,523,134

Creditors: amounts falling due within one year
 15 
(3,391,395)
(3,655,483)

Net current assets
  
 
 
3,136,874
 
 
2,867,651

Total assets less current liabilities
  
3,178,466
2,898,030

  

  

Net assets
  
3,178,466
2,898,030


Capital and reserves
  

Called up share capital 
 17 
1
1

Profit and loss account brought forward
  
2,898,029
2,454,892

Profit for the year
  
147,863
327,014

Other changes in the profit and loss account

  

132,573
116,123

Profit and loss account carried forward
  
3,178,465
2,898,029

  
3,178,466
2,898,030


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 February 2024.


Kristin Ann Thielking
Director

The notes on pages 15 to 29 form part of these financial statements.
Page 10

 
Vendavo UK Limited
 

Consolidated statement of changes in equity
For the year ended 31 December 2022


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£

At 1 January 2022
1
6,595,470
6,595,471
6,595,471


Comprehensive income for the year

Profit for the year
-
684,226
684,226
684,226

Currency translation differences
-
362,683
362,683
362,683
Total comprehensive income for the year
-
1,046,909
1,046,909
1,046,909

Share option movement
-
179,894
179,894
179,894


Total transactions with owners
-
179,894
179,894
179,894


At 31 December 2022
1
7,822,273
7,822,274
7,822,274



Consolidated statement of changes in equity
For the year ended 31 December 2021


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£

At 1 January 2021
1
653
5,748,552
5,749,206


Comprehensive income for the year

Profit for the year
-
-
827,832
827,832

Currency translation differences
-
-
(75,835)
(75,835)
Total comprehensive income for the year
-
-
751,997
751,997

Transfer to/from profit and loss account
-
(653)
-
(653)

Share option movement
-
-
94,921
94,921


Total transactions with owners
-
(653)
94,921
94,268


At 31 December 2021
1
-
6,595,470
6,595,471


The notes on pages 15 to 29 form part of these financial statements.

Page 11

 
Vendavo UK Limited
 

Company statement of changes in equity
For the year ended 31 December 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
1
2,898,029
2,898,030


Comprehensive income for the year

Profit for the year
-
147,863
147,863
Total comprehensive income for the year
-
147,863
147,863


Contributions by and distributions to owners

Cumulative share option movement
-
132,573
132,573


At 31 December 2022
1
3,178,465
3,178,466



Company statement of changes in equity
For the year ended 31 December 2021


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2021
1
2,454,892
2,454,893


Comprehensive income for the year

Profit for the year
-
327,014
327,014
Total comprehensive income for the year
-
327,014
327,014


Contributions by and distributions to owners

Share option movement
-
73,948
73,948

Cumulative share option movement
-
42,175
42,175


At 31 December 2021
1
2,898,029
2,898,030


The notes on pages 15 to 29 form part of these financial statements.
Page 12

 
Vendavo UK Limited
 

Consolidated statement of cash flows
For the year ended 31 December 2022

2022
2021
£
£

Cash flows from operating activities

Profit for the financial year
684,226
827,832

Adjustments for:

Depreciation of tangible assets
266,791
258,348

Loss on disposal of tangible assets
(183)
(4,210)

Interest paid
349
7,044

Interest received
(1,979)
(335)

Taxation charge
250,912
179,952

(Increase)/decrease in debtors
(264,367)
53,711

(Increase) in amounts owed by groups
(1,296,009)
(2,883,258)

Increase in creditors
59,173
132,342

Increase in amounts owed to groups
27,010
2,104,439

Corporation tax (paid)
(217,392)
(228,725)

Net effect of foreign exchange differences
316,329
(75,835)

Share based payments
179,894
94,921

Other reserves movement
-
(653)

Net cash generated from operating activities

4,754
465,573


Cash flows from investing activities

Purchase of tangible fixed assets
(282,490)
(145,605)

Sale of tangible fixed assets
3,971
6,114

Interest received
1,979
335

Net cash from investing activities

(276,540)
(139,156)

Cash flows from financing activities

Interest paid
(349)
(7,044)

Net cash used in financing activities
(349)
(7,044)

Net (decrease)/increase in cash and cash equivalents
(272,135)
319,373

Cash and cash equivalents at beginning of year
433,620
114,247

Cash and cash equivalents at the end of year
161,485
433,620


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
161,485
433,620

161,485
433,620


The notes on pages 15 to 29 form part of these financial statements.

Page 13

 
Vendavo UK Limited
 

Consolidated Analysis of Net Debt
For the year ended 31 December 2022




At 1 January 2022
Cash flows
At 31 December 2022
£

£

£

Cash at bank and in hand

433,620

(272,135)

161,485


The notes on pages 15 to 29 form part of these financial statements.
Page 14

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

1.


General information

Vendavo UK Limited is a private company limited by shares incorporated and domiciled in England and Wales. The address of its registered office is 2nd Floor, 168 Shoreditch High Street, London, E1 6RA. Details of the principal activity of the company are included in the strategic report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) No disclosure has been given for the aggregate remuneration of key management personnel.

 
2.3

Revenue

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 based on a cost plus basis in relation to its expenditure in the year and is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Page 15

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.4

Tangible fixed assets

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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Computer equipment
-
20% - 33% Straight line

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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Page 16

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)


2.6
Financial instruments (continued)


Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.7

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Share options are granted to employees in group over equity instruments of a parent entity. 
The Group recognizes share based payment expense over the requisite service period on a straight-line basis for all Class B units, based on the grant date fair value of the units using a discounted fair market value model. The calculated share-based payment expense relies on the fair value of the Class B units, and assumptions such as voting rights, non-market discounts, interest rates, and other factors to determine the fair value of the share-based payments. Changes in the fair value of the units, the underlying assumptions in the calculations, the number of units granted or the terms of such units, the treatment of tax benefits, and other changes may result in significant differences in the amount or timing of the compensation expense recognized. 
Compensation expense is reduced for estimated forfeitures of options that are not expected to vest. 

 
2.10

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

Interest income

Interest income is recognised in consolidated statement of comprehensive income using the effective interest method.

Page 18

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are addressed below:
Useful economic lives of tangible assets (Note 11)
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See Note 11 for the carrying amount of the property, plant and equipment and Note 2 for the useful economic lives for each class of assets.

Page 19

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

4.


Turnover

The whole of the turnover is attributable to the rendering of services. 

Analysis of turnover by country of destination:

2022
2021
£
£

USA
19,182,556
17,360,613

19,182,556
17,360,613



5.


Operating profit

The operating profit is stated after charging:

2022
2021
£
£

Depreciation of tangible fixed assets
266,791
248,880

Exchange differences
785
1,128

Other operating lease rentals
-
135,412

Defined contribution pension cost
130,014
119,273


6.


Auditors' remuneration

2022
2021
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
32,750
26,750

Page 20

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
12,479,669
11,505,363
4,418,135
4,623,389

Social security costs
3,062,146
2,698,479
511,724
523,942

Cost of defined contribution scheme
130,014
119,273
130,014
119,273

15,671,829
14,323,115
5,059,873
5,266,604


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Engineering
108
101
3
3



General and administration
21
17
2
1



Professional services
112
109
16
16



Sales
12
17
12
12

253
244
33
32


8.


Directors' remuneration

2022
2021
£
£

Directors' emoluments
218,156
213,382

Group contributions to defined contribution pension schemes
8,358
7,575

226,514
220,957


During the year retirement benefits were accruing to 1 director (2021 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £218,156 (2021 - £213,282).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,358 (2021 - £7,575).

The total accrued pension provision of the highest paid director at 31 December 2022 amounted to £NIL (2021 - £NIL).

Page 21

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

9.


Interest payable and similar expenses

2022
2021
£
£


Other interest payable
349
7,044

349
7,044


10.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
50,721
67,200

Adjustments in respect of previous periods
-
(45,519)


50,721
21,681

Foreign tax


Foreign tax on income for the year
171,232
156,568

171,232
156,568

Total current tax
221,953
178,249

Deferred tax


Origination and reversal of timing differences
28,959
1,703

Total deferred tax
28,959
1,703


Taxation on profit on ordinary activities
250,912
179,952
Page 22

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2021 - the same as) the standard rate of corporation tax in the UK of 19% (2021 - 19%) as set out below:

2022
2021
£
£


Profit on ordinary activities before tax
935,138
1,007,784


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
177,676
191,479

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
32,371
373

Capital allowances for year in excess of depreciation
(2,096)
742

Adjustments to tax charge in respect of prior periods
-
(45,519)

Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax
(1,780)
78

Book profit on chargeable assets
(35)
(258)

Movement on deferred tax asset
28,959
1,703

Other differences leading to an increase (decrease) in the tax charge
-
13

Other differences due to foreign tax rates
15,817
31,341

Total tax charge for the year
250,912
179,952


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

11.


Tangible fixed assets

Group






Computer equipment

£



Cost


At 1 January 2022
2,038,203


Additions
282,490


Disposals
(226,443)


Exchange adjustments
132,683



At 31 December 2022

2,226,933



Depreciation


At 1 January 2022
1,496,319


Charge for the year on owned assets
266,791


Disposals
(222,655)


Exchange adjustments
86,329



At 31 December 2022

1,626,784



Net book value



At 31 December 2022
600,149



At 31 December 2021
541,884

Page 24

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

           11.Tangible fixed assets (continued)


Company






Computer equipment

£

Cost 


At 1 January 2022
50,967


Additions
31,265


Disposals
(370)



At 31 December 2022

81,862



Depreciation


At 1 January 2022
27,928


Charge for the year on owned assets
19,495


Disposals
187



At 31 December 2022

47,610



Net book value



At 31 December 2022
34,252



At 31 December 2021
23,039







12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2022
7,340



At 31 December 2022
7,340




Page 25

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Vendavo CZ sro
U nákladového nádraží 3147/8a
130 00 Praha 3 - Strašnice
Czech Republic
Development of price management software
Ordinary
100%


13.


Debtors

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Amounts owed by group undertakings
11,887,696
10,591,687
6,383,049
6,137,343

Other debtors
120,916
53,701
24,678
15,174

Prepayments and accrued income
376,175
179,023
5,579
4,929

Deferred taxation
129,101
146,071
-
11,885

12,513,888
10,970,482
6,413,306
6,169,331



14.


Cash and cash equivalents

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Cash at bank and in hand
161,485
433,620
114,963
353,803

161,485
433,620
114,963
353,803



15.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Trade creditors
376,828
144,200
65,312
60,574

Amounts owed to group undertakings
2,733,104
2,706,094
2,733,104
2,706,094

Corporation tax
78,053
61,503
78,053
27,332

Other taxation and social security
474,604
579,854
102,209
275,982

Other creditors
522,058
467,915
-
-

Accruals and deferred income
1,268,601
1,390,949
412,717
585,501

5,453,248
5,350,515
3,391,395
3,655,483


Page 26

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

16.


Deferred taxation


Group



2022
2021


£

£






At beginning of year
146,071
147,774


Utilised in year
(16,970)
(1,703)



At end of year
129,101
146,071

Company


2022
2021


£

£






At beginning of year
11,885
11,885


Utilised in year
(11,885)
-



At end of year
-
11,885
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Accelerated capital allowances
(2,014)
3,116
-
10,026

Provisions
25,518
28,314
-
-

Bonuses for employees
105,597
112,782
-
-

Pensions adjustment
-
1,859
-
1,859

129,101
146,071
-
11,885
Page 27

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

17.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 - 1) Ordinary share of £1.00
1
1



18.


Reserves

Profit and loss account

This reserve comprises all current and prior period retained profits and losses after deducting any
distributions made to the company's shareholders.


19.


Share-based payments

Successor:
 
In September 2021, Vendavo Holdings, Inc. parent company, Project Victory TopCo, LP, established an Amended and Restated Limited Partnership Agreement (the Agreement), which allows for issuance of 50,000,000 Class B Units. The General Partner shall have the authority to adopt, carry out, and grant awards to officers and employees of, and other eligible persons providing services to, Project Victory TopCo, LP and its Subsidiaries.
 
At December 31, 2022, 2,975,000  (2021: 2,225,000) Class B Units had been granted to employees of Vendavo UK Limited and its subsidiary companies and 525,000 (2021: 0) of the Units had been forfeited leaving 2,450,000 (2021: 2,225,000) outstanding. The Units will vest 25% at their one year anniversary and 5% quarterly thereafter with full vesting at the five year anniversary date. There are 565,000 (2021: 0) Units vested at December 31, 2022.
 
The weighted average grant date fair value of Class B units to employees was estimated using the following assumptions: voting discount of 10%, non-market discount of 25%, forfeiture rate of 21% and share price of $1.
 
Stock-based compensation expense recognised for Class B Units was £179,894 (2021: £51,817) which is included in the total expense of £179,894 (2021: £94,921).
 
Predecessor:
 
The Predecessor accounted for share-based awards in accordance with ASC Topic 718 Compensation-Stock Compensation (ASC 718), which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at fair value on the date of grant.
The total expense for the period was as follows:
                                                                                                                               
2022            2021
                                                                                                                                     
£                  £
Equity-settled schemes                                                                                     
179,894         94,921

There was no outstanding liability at the year end. 

Page 28

 
Vendavo UK Limited
 

 
Notes to the financial statements
For the year ended 31 December 2022

20.


Pension commitments

The company contributes to employees' personal pension plans. The unpaid contributions outstanding at the year end are £7,678 (2021: £17,048).


21.


Commitments under operating leases

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
209,809
102,776

Later than 1 year and not later than 5 years
500,576
114,352

710,385
217,128

22.


Related party transactions

The company is exempt from disclosing related party transactions as they are with other companies that are wholly owned within the Group. 


23.


Controlling party

The immediate parent company is Vendavo Inc, a company incorporated in the USA.
The ultimate parent companies are Francisco Partners LLC and Accel-KKR, companies incorporated in the USA. The results of the group are included in Project Victory Holdco, Inc. consolidated financial statements, and this is the largest and smallest group for which accounts are drawn up. The registered office of Project Victory Holdco Inc. is 1401 17th Street, Suite 800, Denver CO 80202, USA.


Page 29