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Registration number: 03227302

UPP Technologies Group Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

UPP Technologies Group Ltd

Contents

Company Information

1

Consolidated Balance Sheet

2

Balance Sheet

3

Notes to the Financial Statements

4 to 11

 

UPP Technologies Group Ltd

Company Information

Directors

B V White

D A P Smith

B Rich

J D Gale

Registered office

85 Great Portland Street
First Floor
London
W1W 7LT

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

UPP Technologies Group Ltd

(Registration number: 03227302)
Consolidated Balance Sheet as at 31 December 2023

Note

2023
 £

2022
 £

Fixed assets

 

Tangible assets

5

43,654

5,074

Current assets

 

Debtors

6

1,002,542

879,086

Cash at bank and in hand

 

3,002,869

64,663

 

4,005,411

943,749

Creditors: Amounts falling due within one year

7

(402,193)

(2,477,183)

Net current assets/(liabilities)

 

3,603,218

(1,533,434)

Net assets/(liabilities)

 

3,646,872

(1,528,360)

Capital and reserves

 

Called up share capital

12

84,346

40,745

Share premium reserve

27,529,537

19,707,010

Treasury shares

(8)

(8)

Translation reserve

(10,639)

(66,521)

Profit and loss account

(23,956,364)

(21,209,586)

Total equity

 

3,646,872

(1,528,360)


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

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 9 September 2024 and signed on its behalf by:
 

B V White
Director

 

UPP Technologies Group Ltd

(Registration number: 03227302)
Balance Sheet as at 31 December 2023

Note

2023
 £

2022
 £

Fixed assets

 

Investments

4

2

2

Current assets

 

Debtors

6

657,706

706,403

Cash at bank and in hand

 

3,002,869

64,663

 

3,660,575

771,066

Creditors: Amounts falling due within one year

7

(186,078)

(2,042,235)

Net current assets/(liabilities)

 

3,474,497

(1,271,169)

Net assets/(liabilities)

 

3,474,499

(1,271,167)

Capital and reserves

 

Called up share capital

12

84,346

40,745

Share premium reserve

27,529,537

19,707,010

Treasury shares

(8)

(8)

Profit and loss account

(24,139,376)

(21,018,914)

Total equity

 

3,474,499

(1,271,167)

The company made a loss after tax for the financial year of £3,191,011 (2022 - loss of £4,767,204).

Approved and authorised by the Board on 9 September 2024 and signed on its behalf by:
 

B V White
Director

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

 

1

General information

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

The address of its registered office is:
85 Great Portland Street
First Floor
London
W1W 7LT

The principal place of business is:
4 Crown Place
London
EC2A 4BT

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Going concern

The going concern is considered for the group as a whole and the Directors are pleased to report that the group continued its growth trajectory in 2023. In the second half of the year, the business further invested in the marketing team with the aim to securing a pipeline of enterprise customers, two of which were signed in the year.

Further product enhancements took place during the year to ensure the continuing scalability, features and functionality of the Upp platform.

Since year-end, the company has signed several more enterprise customers and has also seen additional bookings from existing customers. This provides significant working capital for the foreseeable future.

Good relations have been maintained with investors and written assurance has been received from them that they are committed to support the group in the immediate future whilst the planned growth is implemented.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

These financial statements do not contain any significant judgements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

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

The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Tax

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

The current 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 group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

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

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

Depreciation

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

Asset class

Depreciation method and rate

Furniture, fittings and equipment

15% reducing balance

Other property, plant and equipment

33% on the straight line basis

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits.

Trade debtors

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

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

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

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

Financial Instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
 

Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
 

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets:
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Financial assets:
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Staff numbers

The average number of persons employed by the group (including directors) during the year:

2023
 No.

2022
 No.

Average number of employees

27

20

 

4

Investments

Company

2023
£

2022
£

Investments in subsidiaries

2

2

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

UPP Technologies Ltd

England and Wales

Ordinary

100%

100%

Volo Commerce Inc

USA

Ordinary

100%

100%

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

Subsidiary undertakings

UPP Technologies Ltd
The principle activity of UPP Technologies Ltd is business and domestic software development.

Volo Commerce Inc
The principle activity of Volo Commerce Inc is business and domestic software development.

 

5

Tangible assets

Group

Furniture, fittings and equipment
 £

Other property, plant and equipment
 £

Total
£

Cost

At 1 January 2023

1,616

200,251

201,867

Additions

39,777

6,280

46,057

Disposals

(63)

(190,926)

(190,989)

At 31 December 2023

41,330

15,605

56,935

Depreciation

At 1 January 2023

509

196,284

196,793

Charge for the year

4,943

2,478

7,421

Eliminated on disposal

(7)

(190,926)

(190,933)

At 31 December 2023

5,445

7,836

13,281

Carrying amount

At 31 December 2023

35,885

7,769

43,654

At 31 December 2022

1,107

3,967

5,074

 

6

Debtors

 

Group

Company

2023
 £

2022
 £

2023
 £

2022
 £

Trade debtors

184,491

136,037

-

-

Other debtors

651,087

686,738

635,543

683,059

Prepayments

166,964

56,311

22,163

23,344

1,002,542

879,086

657,706

706,403

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

 

7

Creditors

 

Group

Company

2023
 £

2022
 £

2023
 £

2022
 £

Due within one year

Loans and borrowings

-

1,627,563

-

1,627,563

Trade creditors

111,583

140,444

39,467

14,629

Social security and other taxes

80,521

174,858

80,521

174,858

Other creditors

12,751

186,915

12,751

186,077

Accrued expenses

197,338

347,403

53,339

39,108

402,193

2,477,183

186,078

2,042,235

 

8

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Other borrowings

-

1,627,563

-

1,627,563

Other borrowings in the prior year relate to Convertible Loan Notes with an 8% interest rate. All were redeemed during the year and converted into Ordinary Share Capital.

Of these amounts included in other borrowings £nil (2022 - £1,155,863) was due to certain directors of the group.

 

9

Pension and other schemes

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £61,208 (2022 - £37,320).

Contributions totalling £11,751 (2022 - £10,568) were payable to the scheme at the end of the year and are included in creditors.

 

10

Obligations under operating leases

Group and company

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

143,239

326,991

Later than one year and not later than five years

1,022

39,346

144,261

366,337

The amount of non-cancellable operating lease payments recognised as an expense during the year was £302,393 (2022 - £26,915).

 

UPP Technologies Group Ltd

Notes to the Financial Statements for the Year Ended 31 December 2023

 

11

Related party transactions

Group

Summary of transaction with other related parties

At the balance sheet date an amount of £29,881 was due from (2021 - £59,091) certain directors of the group. There are no fixed repayment terms and no interest is charged on the balance.

 

12

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A Shares of £0.001 each

34,051,112

34,051

27,433,664

27,434

Ordinary B Shares of £0.001 each

769,038

769

577,000

577

Preference A1 Shares £0.001 each

19,259,753

19,260

-

-

Preference A2 Shares £0.001 each

17,531,716

17,532

-

-

Deferred Shares £0.001 each

12,734,750

12,735

12,734,750

12,735

 

84,346,369

84,346

40,745,414

40,745

On 1 June 2022 the company performed various share capital changes:

• A bonus issue of 17,735,931 Ordinary A Shares and 360,221 Ordinary B Shares was made utilising £18,096 of the share premium reserve;

• A 20 for 1 subdivision of 304,621 Preference A Shares and 365,629 Preference B Shares was performed leading to issuing an additional 5,787,799 Preference A Shares and 6,946,951 Preference B Shares;

• 216,779 Ordinary G Shares, 1,051,376 Ordinary H Shares, 304,621 Preference A Shares and 365,629 Preference B Shares were re-designated to 1,721,626 Ordinary A Shares and 216,779 Ordinary B Shares; and

• 1,448,457 Ordinary B Shares, 387,894 Ordinary C Shares, 1,517,655 Ordinary D Shares, 8,404 Ordinary E Shares, 2,666,229 Ordinary F Shares, 5,787,799 Preference A Shares and 6,946,951 Preference B Shares were re-designated to 7,501,106 Ordinary A Shares.

All Ordinary A and B Shares in issue rank pari-passu in all respects, other than dividend rights. The deferred shares carry no right to a distribution of the group's profits and upon winding up are entitled to an aggregated sum of £1.

 

13

Audit report

The Independent Auditors' Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 10 September 2024 was Felicity Sang, who signed for and on behalf of Hazlewoods LLP.