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REGISTERED NUMBER: 13055729 (England and Wales)










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

FOR

KEYFACTOR UK HOLDINGS LIMITED

KEYFACTOR UK HOLDINGS LIMITED (REGISTERED NUMBER: 13055729)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


KEYFACTOR UK HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 NOVEMBER 2023







Director: Mr S Meyerhoff





Secretary: Vistra Cosec Limited





Registered office: Suite 1,
7th Floor 50 Broadway,
London
SW1H 0BL





Registered number: 13055729 (England and Wales)





Auditors: WD Audit Limited (Statutory Auditor)
5th Floor
111 Charterhouse Street
London
EC1M 6AW

KEYFACTOR UK HOLDINGS LIMITED (REGISTERED NUMBER: 13055729)

BALANCE SHEET
30 NOVEMBER 2023

30/11/23 30/11/22
Notes £    £   
FIXED ASSETS
Tangible assets 4 7,798 23,530

CURRENT ASSETS
Debtors 5 516,503 208,611
Cash at bank and in hand 161,618 335,124
678,121 543,735
CREDITORS
Amounts falling due within one year 6 (342,190 ) (355,362 )
NET CURRENT ASSETS 335,931 188,373
TOTAL ASSETS LESS CURRENT
LIABILITIES

343,729

211,903

CREDITORS
Amounts falling due after more than one year 7 (37,519 ) (24,308 )

PROVISIONS FOR LIABILITIES - (4,811 )
NET ASSETS 306,210 182,784

CAPITAL AND RESERVES
Called up share capital 1 1
Retained earnings 306,209 182,783
SHAREHOLDERS' FUNDS 306,210 182,784

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 18 September 2024 and were signed by:





Mr S Meyerhoff - Director


KEYFACTOR UK HOLDINGS LIMITED (REGISTERED NUMBER: 13055729)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

1. STATUTORY INFORMATION

Keyfactor UK Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. All of the turnover arises from the cost plus agreement with the parent company Keyfactor Inc.

Tangible fixed assets
Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the orginal purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised.

Depreciation is provided at the following annual rates on a straight-line basis in order to write off each asset over its estimated useful life.

Computer Equipment- 33% on cost

The assets residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company 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.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


KEYFACTOR UK HOLDINGS LIMITED (REGISTERED NUMBER: 13055729)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an appropriate pricing model.

At the balance sheet date before vesting, the cumulative expense was calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or other conditions and of the number of equity instruments that will ultimately vest. Previously the share-based payments were not recognised because the shares were deemed to be of little value, as this is no longer the case the cumulative expense to date are recognised in the statement of profit and loss, with a corresponding entry in equity.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 15 (2022 - 10 ) .

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
Cost
At 1 December 2022
and 30 November 2023 47,196
Depreciation
At 1 December 2022 23,666
Charge for year 15,732
At 30 November 2023 39,398
Net book value
At 30 November 2023 7,798
At 30 November 2022 23,530

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30/11/23 30/11/22
£    £   
Amounts owed by group undertakings 482,130 167,754
Other debtors 34,373 40,857
516,503 208,611

KEYFACTOR UK HOLDINGS LIMITED (REGISTERED NUMBER: 13055729)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 NOVEMBER 2023

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
30/11/23 30/11/22
£    £   
Trade creditors 4,326 30,565
Amounts owed to group undertakings - 78,117
Taxation and social security 195,334 87,564
Other creditors 142,530 159,116
342,190 355,362

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
30/11/23 30/11/22
£    £   
Other creditors 37,519 24,308

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Roy Davis (Senior Statutory Auditor)
for and on behalf of WD Audit Limited (Statutory Auditor)

9. RELATED PARTY DISCLOSURES

Debtors includes £7,500 (2022 - £78,117 creditor) due from Keyfactor Inc, the parent company. This amount is unsecured, interest free and repayable on demand.

Debtors includes £474,630 (2022- £167,754) due from Primekey Solutions AB and Primekey Labs GmbH which are both companies within the Keyfactor Inc group.

Intercompany balances are unsecured, interest free and repayable on demand.

10. ULTIMATE CONTROLLING PARTY

The immediate parent company and ultimate controlling party is Keyfactor Inc, a company registered and incorporated in the United States of America: 6150 Oak Tree Blvd Suite 200, Independence, OH 44131.

11. SHARE-BASED PAYMENT TRANSACTIONS

The company participates in a share option scheme for its employees. Options are exercisable on the shares of the ultimate parent company at a price equal to the estimated fair value of the ultimate parent company's shares on the date of the grant. Fair value is measured using the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation.

The company has taken advantage of the exemption provided in FRS 102 Section 1.12D not to disclose details of share based payment arrangements concerning equity instruments of another group entity.