Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31trueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.2023-01-01falseNo description of principal activity46falsefalse 09799849 2023-01-01 2023-12-31 09799849 2022-01-01 2022-12-31 09799849 2023-12-31 09799849 2022-12-31 09799849 2022-01-01 09799849 c:Director11 2023-01-01 2023-12-31 09799849 d:CurrentFinancialInstruments 2023-12-31 09799849 d:CurrentFinancialInstruments 2022-12-31 09799849 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 09799849 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 09799849 d:ShareCapital 2023-01-01 2023-12-31 09799849 d:ShareCapital 2023-12-31 09799849 d:ShareCapital 2022-01-01 2022-12-31 09799849 d:ShareCapital 2022-12-31 09799849 d:ShareCapital 2022-01-01 09799849 d:SharePremium 2023-01-01 2023-12-31 09799849 d:SharePremium 2023-12-31 09799849 d:SharePremium 2022-01-01 2022-12-31 09799849 d:SharePremium 2022-12-31 09799849 d:SharePremium 2022-01-01 09799849 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09799849 d:RetainedEarningsAccumulatedLosses 2023-12-31 09799849 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09799849 d:RetainedEarningsAccumulatedLosses 2022-12-31 09799849 d:RetainedEarningsAccumulatedLosses 2022-01-01 09799849 c:FRS102 2023-01-01 2023-12-31 09799849 c:AuditExempt-NoAccountantsReport 2023-01-01 2023-12-31 09799849 c:FullAccounts 2023-01-01 2023-12-31 09799849 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09799849 d:Subsidiary1 2023-01-01 2023-12-31 09799849 d:Subsidiary1 1 2023-01-01 2023-12-31 09799849 d:Subsidiary2 2023-01-01 2023-12-31 09799849 d:Subsidiary2 1 2023-01-01 2023-12-31 09799849 d:Subsidiary3 2023-01-01 2023-12-31 09799849 d:Subsidiary3 1 2023-01-01 2023-12-31 09799849 6 2023-01-01 2023-12-31 09799849 e:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:pure

Registered number: 09799849









VERIDIUM HOLDINGS LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
VERIDIUM HOLDINGS LIMITED
REGISTERED NUMBER: 09799849

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 4 
7,941,973
7,941,973

  
7,941,973
7,941,973

Current assets
  

Debtors: amounts falling due within one year
 5 
50,431,095
47,596,839

Cash at bank and in hand
 6 
2,903
41,431

  
50,433,998
47,638,270

Creditors: amounts falling due within one year
 7 
(19,640,125)
(16,381,546)

Net current assets
  
 
 
30,793,873
 
 
31,256,724

Total assets less current liabilities
  
38,735,846
39,198,697

  

Net assets
  
38,735,846
39,198,697

Page 1

 
VERIDIUM HOLDINGS LIMITED
REGISTERED NUMBER: 09799849
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
£
£

Capital and reserves
  

Called up share capital 
  
518,243
518,243

Share premium account
  
39,497,503
39,497,503

Profit and loss account
  
(1,279,900)
(817,049)

  
38,735,846
39,198,697


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
Kenneth Todd Shollenbarger
Director

Date: 31 July 2024

The notes on pages 4 to 8 form part of these financial statements.

Page 2

 
VERIDIUM HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
518,243
39,497,503
(774,227)
39,241,519


Comprehensive income for the year

Loss for the year
-
-
(42,822)
(42,822)
Total comprehensive income for the year
-
-
(42,822)
(42,822)


Total transactions with owners
-
-
-
-



At 1 January 2023
518,243
39,497,503
(817,049)
39,198,697


Comprehensive income for the year

Loss for the year
-
-
(462,851)
(462,851)
Total comprehensive income for the year
-
-
(462,851)
(462,851)


Total transactions with owners
-
-
-
-


At 31 December 2023
518,243
39,497,503
(1,279,900)
38,735,846


The notes on pages 4 to 8 form part of these financial statements.

Page 3

 
VERIDIUM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Veridium Holdings Limited is a company incorporated in the United Kingdom under the Companies Act.
Veridium Holdings Limited is a private company limited by shares and is registered in England and Wales. The registered office is 280 Bishopsgate, London, United Kingdom, EC2M 4RB.
The principal activity of the company in the period under review was that of a holding company.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company’s functional and presentational currency is pound sterling (GBP) and the financial statements are rounded to the nearest pound (£).

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.3

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 4

 
VERIDIUM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.6

Financial instruments

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

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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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.

Page 5

 
VERIDIUM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

The average monthly number of employees, including directors, during the year was 4 (2022 - 6).


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
7,941,973



At 31 December 2023
7,941,973





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Veridium IP Limited
280 Bishopsgate, London, United Kingdom, EC2M 4RB
Ordinary
100%
Veridium UK Limited
280 Bishopsgate, London, United Kingdom, EC2M 4RB
Ordinary
100%
Veridium US LLC
2711 Centerville Road, Suite 400, Wilmington, DE 19808, USA
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Veridium IP Limited
(21,698,553)
(2,885,566)

Veridium UK Limited
(7,207,234)
1,387,974

Veridium US LLC
(23,132,282)
(2,090,007)

Page 6

 
VERIDIUM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
50,384,890
47,581,512

Other debtors
1,323
-

Prepayments and accrued income
44,882
15,327

50,431,095
47,596,839



6.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
2,903
41,431



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
27,330
4,419

Amounts owed to group undertakings
-
12,120

Other creditors
19,612,795
16,365,007

19,640,125
16,381,546


Included within other creditors are convertible loans and an interest-bearing loan. The Veridium Holdings Limited shareholders executed a $12,000,000 Convertible Loan Agreement on 11 November 2019, together with a $5,000,000 Second Convertible Loan Agreement on 30 July 2021. The Agreements establish quarterly drawdowns, available as required, to support working capital requirements. The loans are interest free, payable on demand by Veridium's majority shareholders, and carry a conversion feature to issue new equity shares in proportion to the amounts drawn on the Loan Agreement. In 2022 the shareholders executed a Bridge Loan Facility of $5,000,000 on 9 June 2022. The facility establishes flexible drawdowns, available as required to support working capital requirements. The Loan pays interest based on the secured overnight financing rate published by the Federal Reserve Bank of New York. At 31 December 2022, the company had drawn down $4,000,000 of the Loan.

Page 7

 
VERIDIUM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Controlling party

Harvard Investments, LP (a limited partnership incorporated in the United Kingdom) is the Company's parent company and the controlling party.
Harvard Investments GP Limited (incorporated in the United Kingdom), which is the sole general partner of Harvard Investments LP Limited is regarded as being the Company's ultimate parent company.
Adnan Chaban, a director of the Company, controls the Company as a result of controlling, directly or indirectly, at least 50 per cent plus one of the issued share capital of Harvard Investments GP Limited.

 
Page 8