Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31The 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 management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied: The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": the requirements of Section 7 Statement of Cash Flows; the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Project Nearshore Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.truetruetruetruetruetruefalse2023-01-01false11true 12699809 2023-01-01 2023-12-31 12699809 2022-01-01 2022-12-31 12699809 2023-12-31 12699809 2022-12-31 12699809 2022-01-01 12699809 1 2023-01-01 2023-12-31 12699809 d:Director1 2023-01-01 2023-12-31 12699809 d:RegisteredOffice 2023-01-01 2023-12-31 12699809 c:CurrentFinancialInstruments 2023-12-31 12699809 c:CurrentFinancialInstruments 2022-12-31 12699809 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 12699809 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 12699809 c:ShareCapital 2023-01-01 2023-12-31 12699809 c:ShareCapital 2023-12-31 12699809 c:ShareCapital 2022-01-01 2022-12-31 12699809 c:ShareCapital 2022-12-31 12699809 c:ShareCapital 2022-01-01 12699809 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12699809 c:RetainedEarningsAccumulatedLosses 2023-12-31 12699809 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12699809 c:RetainedEarningsAccumulatedLosses 2022-12-31 12699809 c:RetainedEarningsAccumulatedLosses 2022-01-01 12699809 d:OrdinaryShareClass1 2023-01-01 2023-12-31 12699809 d:OrdinaryShareClass1 2023-12-31 12699809 d:OrdinaryShareClass1 2022-12-31 12699809 d:FRS102 2023-01-01 2023-12-31 12699809 d:Audited 2023-01-01 2023-12-31 12699809 d:FullAccounts 2023-01-01 2023-12-31 12699809 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12699809 c:Subsidiary1 2023-01-01 2023-12-31 12699809 c:Subsidiary1 1 2023-01-01 2023-12-31 12699809 c:Subsidiary2 2023-01-01 2023-12-31 12699809 c:Subsidiary2 1 2023-01-01 2023-12-31 12699809 c:Subsidiary3 2023-01-01 2023-12-31 12699809 c:Subsidiary3 1 2023-01-01 2023-12-31 12699809 c:Subsidiary4 2023-01-01 2023-12-31 12699809 c:Subsidiary4 1 2023-01-01 2023-12-31 12699809 c:Subsidiary5 2023-01-01 2023-12-31 12699809 c:Subsidiary5 1 2023-01-01 2023-12-31 12699809 c:Subsidiary6 2023-01-01 2023-12-31 12699809 c:Subsidiary6 1 2023-01-01 2023-12-31 12699809 c:Subsidiary7 2023-01-01 2023-12-31 12699809 c:Subsidiary7 1 2023-01-01 2023-12-31 12699809 6 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 12699809









PROJECT NEARSHORE MIDCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
COMPANY INFORMATION


Director
R Nugent 




Registered number
12699809



Registered office
9th Floor
Neo Building

Charlotte Street

Manchester

M1 4ET




Independent auditors
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE





 
PROJECT NEARSHORE MIDCO LIMITED
 

CONTENTS



Pages
Strategic Report
1
Director's Report
2 - 4
Independent Auditors' Report to the members of Project Nearshore Midco Limited
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 21


 
PROJECT NEARSHORE MIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Director presents the Strategic Report for Project Nearshore Midco Limited for the year ended 31 December 2023. 

Business review
 
The principal activity of the Company is that of an intermediate holding company between the immediate parent (Project Nearshore Limited) and the main trading entity (Godel Technologies Europe Limited). The principal activity of the trading subsidiary is the provision of agile software development services.

Financial position at the reporting date

As at the reporting date, the Company had net current liabilities of £53,409,847 (2022 - £60,539,715) and net assets of £24,590,153 (2022 - £17,460,285).

Principal risks and uncertainties
 
As an intermediate holding company there are no principal risks or uncertainties other than the recoverability of amounts owed by Group undertakings. There is not viewed to be any standalone impact upon the Company. The principal risks and uncertainties faced by the Group, which includes this Company, are outlined in the consolidated financial statements of Project Nearshore Limited.  These financial statements are publicly available from Companies House.

Financial risk management

As an intermediate holding company, the Company does not consider that there are any elements of financial risk management which require disclosure. At Group level, within the consolidated financial statements of Project Nearshore Limited, the Group, in carrying out its business, faces a number of risks and uncertainties including credit, liquidity and interest rate and foreign exchange risk. The Group assesses its risks as part of its continuing operations. Our risk management policy results from a philosophy of pursuing sustainable growth and creating economic value while avoiding and managing risks.

Key performance indicators
 
As an intermediate holding company producing services to other group companies the Director does not consider that there are any key performance indicators. The Group considers key performance indicators upon reviewing overall Group performance and these are included within the consolidated financial statements of Project Nearshore Limited.


This report was approved by the Board and signed on its behalf.



R Nugent
Director

Date: 27 June 2024

Page 1

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Director presents his report and the audited financial statements for the year ended 31 December 2023.

Director's responsibilities statement

The Director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has elected to prepare the audited 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 Director must not approve the audited financial statements unless he is 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 period.

 In preparing these financial statements, the Director is required to:


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

make judgements 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Results and dividends

The profit for the year, after taxation, amounted to £14,552,541 (2022 - £10,034,677).

Dividends were paid in the year of £7,422,673 (2022 - £6,493,506).

Director

The Director who served during the year and up until the date of signing, unless otherwise stated, was:

R Nugent 

Future developments

The Company expects to continue its principal activity for the foreseeable future.

Page 2

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the Directors have carefully considered these risks, including an assessment of uncertainty and downside scenarios on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. The Directors have taken into account forecast cash flows, liquidity, borrowing facilities and related covenant requirements and the expected operational activities of the Group. Having due regard for these matters and after making appropriate enquiries, the Directors are satisfied that the Group and Company have adequate resources for a period of at least 12 months from the date of signing the financial statements.
The Group feels that the existing multi-location model that exists will ensure that any business disruption is minimised. 
In addition, the Company's assets are assessed for recoverability on a regular basis, the Directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company's ability to continue as a going concern. Thus, the Directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

Matters covered in the Strategic Report

As permitted by Paragraph 1A of Schedule 7 to the Large and Medium-sized companies and Groups (Accounts and report) Regulations 2008 certain matters which are required to be disclosed in the Director's report have been omitted as they are included in the Strategic Report instead. These matters relate to the business review, principal risks and uncertainties, financial risk management and key performance indicators.

Disclosure of information to auditors

The Director at the time when this Director's Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company'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's auditors are aware of that information.

Events subsequent to the reporting date

There are not events subsequent to the reporting date that require disclosure in these financial statements.

Independent auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the Board and signed on its behalf.
 





R Nugent
Director

Date: 27 June 2024

Page 4

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT NEARSHORE MIDCO LIMITED
 

Opinion

We have audited the financial statements of Project Nearshore Midco Limited ("the Company") for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and Notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 Company’s affairs as at 31 December 2023 and of its 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 Director's 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 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 Director with respect to going concern are described in the relevant sections of this report.
 
Page 5

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT NEARSHORE MIDCO LIMITED
 

Other information

The other information comprises the information included in the Annual Report, other than the financial statements and our Auditor’s Report thereon. The Director is responsible for the other information contained within the Annual Report. Our 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.

Opinions 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 Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Page 6

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT NEARSHORE MIDCO LIMITED
 

Responsibilities of Director

As explained more fully in the Director's Responsibilities Statement set out on page 2, the Director is 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 Director determines 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 Director is responsible for assessing the 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 Director intends either to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 auditor's 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 financial statements. 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 
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. 
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. 

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
Page 7

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT NEARSHORE MIDCO LIMITED
 

Auditor's responsibilities for the audit of the financial statements (continued)
In addition, we evaluated the director's and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
 
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 Auditor’s report.

Use of the audit 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 2006. Our 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 Auditor's 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.




Neil Barton (Senior statutory auditor)

  
for and on behalf of

Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE

27 June 2024
Page 8

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(71,908)
(95,193)

Operating loss
  
(71,908)
(95,193)

Income from investments
 6 
15,080,041
10,707,846

Interest payable and similar expenses
 7 
(455,592)
(577,976)

Profit before tax
  
14,552,541
10,034,677

Tax on profit
 8 
-
-

Profit for the financial year
  
14,552,541
10,034,677

There was no other comprehensive income for 2023 (2022 - £Nil).

The notes on pages 12 to 21 form part of these financial statements.

Page 9

 
PROJECT NEARSHORE MIDCO LIMITED
REGISTERED NUMBER: 12699809

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 10 
78,000,000
78,000,000

  
78,000,000
78,000,000

Current assets
  

Debtors
 11 
1,935,785
-

Cash and cash equivalents
 12 
2,413
10,789

  
1,938,198
10,789

Creditors: amounts falling due within one year
 13 
(55,348,045)
(60,550,504)

Net current liabilities
  
 
 
(53,409,847)
 
 
(60,539,715)

Total assets less current liabilities
  
24,590,153
17,460,285

  

Net assets
  
24,590,153
17,460,285


Equity
  

Called up share capital 
 15 
1
1

Retained earnings
 16 
24,590,152
17,460,284

Total equity
  
24,590,153
17,460,285


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




R Nugent
Director

Date: 27 June 2024

The notes on pages 12 to 21 form part of these financial statements.

Page 10

 
PROJECT NEARSHORE MIDCO LIMITED
 

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


Called up share capital
Retained earnings
Total equity

£
£
£

At 1 January 2023
1
17,460,284
17,460,285


Comprehensive income for the year

Profit for the year
-
14,552,541
14,552,541
Total comprehensive income for the year
-
14,552,541
14,552,541

Dividends: Equity capital
-
(7,422,673)
(7,422,673)


At 31 December 2023
1
24,590,152
24,590,153



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Retained earnings
Total equity

£
£
£

At 1 January 2022
1
13,919,113
13,919,114


Comprehensive income for the year

Profit for the year
-
10,034,677
10,034,677
Total comprehensive income for the year
-
10,034,677
10,034,677

Dividends: Equity capital
-
(6,493,506)
(6,493,506)


At 31 December 2022
1
17,460,284
17,460,285


The notes on pages 12 to 21 form part of these financial statements.

Page 11

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Project Nearshore Midco Limited (‘the Company’) is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales. Company registered number 12699809. The address of its registered office and principal place of business is 9th Floor, Neo Building, Charlotte Street, Manchester, M1 4ET.
The principal activity of the Company is that of an intermediate holding company between the immediate parent (Project Nearshore Limited) and the main trading entity (Godel Technologies Europe Limited). 
These financial statements have been presented in Pounds Sterling (£), this being the functional currency of the Company and currency of its primary economic environment.
Monetary amounts within these financial statements have been rounded to the nearest £.

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Project Nearshore Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

Page 12

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

These financial statements have been prepared on a going concern basis. The current economic conditions present risks for all businesses. In response to such conditions, the Directors have carefully considered these risks, including an assessment of uncertainty and downside scenarios on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. The Directors have taken into account forecast cash flows, liquidity, borrowing facilities and related covenant requirements and the expected operational activities of the Group. Having due regard for these matters and after making appropriate enquiries, the Directors are satisfied that the Group and Company have adequate resources for a period of at least 12 months from the date of signing the financial statements.
The Group feels that the existing multi-location model that exists will ensure that any business disruption is minimised. 
In addition, the Company's assets are assessed for recoverability on a regular basis, the Directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Company's ability to continue as a going concern. Thus, the Directors have continued to adopt the going concern basis of accounting in preparing these financial statements.

 
2.5

Interest payable and similar expenses

Interest payable and similar expenses are charged to the Statement of Comprehensive Income 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.

 
2.6

Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.

Page 13

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.9

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.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

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.

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

Page 14

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Financial instruments (continued)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
 
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.

 
2.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 15

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires the Company's Director to exercise judgements and estimates that have been made in preparing the financial statements, as well as make certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
Critical judgements in applying the Company's accounting policies
The Director considers that there are no critical judgements to disclose within these financial statements.
Key sources of estimation uncertainty
The Director considers that there are no key sources of estimation uncertainty to disclose within these financial statements.


4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors in respect of the audit of the Company's financial statements

4,000
2,500

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated financial statements of the Parent Company, Lowry Trading Limited.


5.


Employees




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


        2023
        2022
            No.
            No.







Director
1
1

During the current and prior year, the Director received no remuneration from this Company but did receive remuneration from the parent company, Project Nearshore Limited, in respect of their services to the Group as a whole. 

Page 16

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Income from investments

2023
2022
£
£



Income from investments
15,080,041
10,707,846



7.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
455,592
577,976


8.


Taxation


2023
2022
£
£

Corporation tax

Total corporation tax
-
-

Taxation on profit on ordinary activities
 
-
 
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2021 -19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
14,552,541
10,034,677


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of  23.52% (2022 - 19%)
3,422,758
1,906,589

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
16,947
18,050

Group income
(3,546,908)
(2,034,491)

Group relief
107,203
109,852

Total tax charge for the year
-
-
Page 17

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
8.Taxation (continued)



Factors that may affect future tax charges

The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom will increase from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax is provided for at 25% as that was the substantially enacted rate at the reporting date.


9.


Dividends

2023
2022
£
£


Dividends of £7,422,673 per share (2022 - £6,493,506 per share)
7,422,673
6,493,506


10.


Investments





Investments in subsidiary companies

£



Cost 


At 1 January 2023
78,000,000



At 31 December 2023
78,000,000





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Godel Technologies Limited
9th Floor Neo Building, Charlotte Street, Manchester, United Kingdom, M1 4ET
Ordinary
100%
Godel Technologies Europe Limited*
9th Floor Neo Building, Charlotte Street, Manchester, United Kingdom, M1 4ET
Ordinary
100%
Godel Technologies Europe, UAB*
Žalgirio g. 135, 2nd Floor, LT-08217 Vilnius, Lithuania
Ordinary
100%
Page 18

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)


Name

Registered office

Class of shares

Holding

Godel Technologies Europe LLC*
01025, Kyiv city, Vozdvyzhenska street 52-54, LETTER A, Ukraine
Ordinary
99.9%
Godel Technologies Europe EOOD (Bulgaria)*
Tsarigradsko shose blvd., 40, Sofia, 1750 Bulgaria
Ordinary
100%
LLC Godel Technologies Europe (Poland)*
ul. Zeromskiego 94b, 90-550 Lódz, Poland
Ordinary
99%
Godel Technologies LLC*
Giorgi Saakadze II Ln. Atrium Business Center, 4th Floor, Tbilisi, Georgia
Ordinary
100%

The principal activity of all the subsidiaries is agile software development. 
Subsidiaries marked with a * are held indirectly by the parent company.


11.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
1,935,785
-


Amounts owed by group undertakings are trading balances. These balances are interest free, unsecured and repayable on demand within 12 months.


12.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
2,413
10,789


Page 19

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
4,873,722
11,140,189

Amounts owed to group undertakings
50,437,100
49,410,315

Accruals and deferred income
37,223
-

55,348,045
60,550,504


Amounts owed to group undertakings are trading balances. These balances are interest free, unsecured and repayable on demand within 12 months.


14.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
4,873,722
11,140,189

4,873,722
11,140,189


The loans are secured against the property and undertakings held by the Company by way of fixed and floating charges.
During the year, the Company renegotiated the terms of the bank loans and the loans are now repayable in November 2024 and therefore within one year.


15.


Called up share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) ordinary share of £1.00
1
1

The Company has one class of ordinary share which carry with them voting rights but no rights to fixed income.


Page 20

 
PROJECT NEARSHORE MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Reserves

Retained earnings

Retained earnings represents the cumulative profits and losses of the Company, less dividends paid.


17.


Related party transactions

During the period the Company entered into trading transactions with Godel Technologies Europe Limited, who is the subsidiary Company of Project Nearshore Midco Limited. The Company made sales of £Nil (2022 - £Nil) and purchases of £13 (2022 - £13). 
At the Statement of Financial Position date there was a balance owed to Project Nearshore Limited, who is the parent Company of Project Nearshore Midco Limited of £49,410,315 (2022 - £49,410,315).
 

18.


Events subsequent to the reporting date

There are not events subsequent to the reporting date that require disclosure in these financial statements.


19.


Parent undertaking and ultimate controlling party

The immediate parent undertaking is Project Nearshore Limited, a Company registered in England and Wales, registered address 9th Floor, Neo Building, Charlotte Street, Manchester, M1 4ET.
The ultimate parent undertaking is The Scott Fletcher 2008 Discretionary Settlement, which is an unincorporated trust.
Lowry Trading Limited is the head of the largest group of companies for which consolidated financial statements are available and include the results of the Company. 
Project Nearshore Limited is the parent undertaking of the smallest group for which consolidated financial statements are available and include the results of the Company. 
Both sets of consolidated financial statements are available from Companies House.

Page 21