Caseware UK (AP4) 2023.0.135 2023.0.135 2023-01-01falseNo description of principal activity99truetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. NI607293 2023-01-01 2023-12-31 NI607293 2022-01-01 2022-12-31 NI607293 2023-12-31 NI607293 2022-12-31 NI607293 c:Director1 2023-01-01 2023-12-31 NI607293 c:Director2 2023-01-01 2023-12-31 NI607293 c:Director2 2023-12-31 NI607293 c:RegisteredOffice 2023-01-01 2023-12-31 NI607293 c:Agent1 2023-01-01 2023-12-31 NI607293 d:FurnitureFittings 2023-01-01 2023-12-31 NI607293 d:FurnitureFittings 2023-12-31 NI607293 d:FurnitureFittings 2022-12-31 NI607293 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 NI607293 d:CurrentFinancialInstruments 2023-12-31 NI607293 d:CurrentFinancialInstruments 2022-12-31 NI607293 d:CurrentFinancialInstruments 2 2023-12-31 NI607293 d:CurrentFinancialInstruments 2 2022-12-31 NI607293 d:Non-currentFinancialInstruments 2023-12-31 NI607293 d:Non-currentFinancialInstruments 2022-12-31 NI607293 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 NI607293 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 NI607293 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 NI607293 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 NI607293 d:ShareCapital 2023-12-31 NI607293 d:ShareCapital 2022-12-31 NI607293 d:SharePremium 2023-01-01 2023-12-31 NI607293 d:SharePremium 2023-12-31 NI607293 d:SharePremium 2022-12-31 NI607293 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 NI607293 d:RetainedEarningsAccumulatedLosses 2023-12-31 NI607293 d:RetainedEarningsAccumulatedLosses 2022-12-31 NI607293 c:OrdinaryShareClass1 2023-01-01 2023-12-31 NI607293 c:OrdinaryShareClass1 2023-12-31 NI607293 c:OrdinaryShareClass1 2022-12-31 NI607293 c:PreferenceShareClass1 2023-01-01 2023-12-31 NI607293 c:PreferenceShareClass1 2023-12-31 NI607293 c:PreferenceShareClass1 2022-12-31 NI607293 c:FRS102 2023-01-01 2023-12-31 NI607293 c:AuditExemptWithAccountantsReport 2023-01-01 2023-12-31 NI607293 c:FullAccounts 2023-01-01 2023-12-31 NI607293 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 NI607293 d:WithinOneYear 2023-12-31 NI607293 d:WithinOneYear 2022-12-31 NI607293 d:BetweenOneFiveYears 2023-12-31 NI607293 d:BetweenOneFiveYears 2022-12-31 NI607293 2 2023-01-01 2023-12-31 NI607293 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Unaudited Financial Statements
Upstream Working Capital Ltd
For the year ended 31 December 2023





































Registered number: NI607293

 
Upstream Working Capital Ltd
 

Company Information


Directors
Judith Totten 
Alan Wardlow (resigned 14 April 2023)




Registered number
NI607293



Registered office
Suite B, Ground Floor
40 Linenhall Street

Belfast

Antrim

BT2 8BA




Accountants
Grant Thornton (NI) LLP
Chartered Accountants

12 - 15 Donegall Square West

Belfast

BT1 6JH




Solicitors
Tughans
The Ewart

3 Bedford St

Belfast

BT2 7EP




Funders
Petra Capital PLC
2 Eaton Gate

London

SW1W9BJ




Cubitt Global LLC
251 Little Falls Drive

Wilmington

Delaware

19808





 
Upstream Working Capital Ltd
 

Contents



Page
Accountants' report
1
Balance sheet
2 - 3
Notes to the financial statements
4 - 11


  
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Independent Accountant's Report to the directors of the unaudited financial statements of Upstream Working Capital Ltd for the year ended 31 December 2023

In order to assist you fulfil your duties under the Companies Act 2006, we have compiled the financial statements
of Upstream Working Capital Ltd for the year ended 31 December 2023, which comprise the Statement of
comprehensive income, the Balance sheet and the related notes to the financial statements, including a summary of
significant accounting policies, from the company's accounting records and from information and explanations you
have given to us.

The financial statements have been prepared on the basis set out in the notes to the financial statements.

This report is made solely to the directors of directors, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely that we might compile the financial statements that we have been engaged to compile, report to the company's directors that we have done so and state those matters that we have agreed to state to the directors of directors, as a body, in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than directors and its directors, as a body, for our work or for this report.


We have carried out this engagement in accordance with the technical guidance issued by Chartered Accountants Ireland ("the Institute") and have complied with the ethical guidance laid down by the Institute relating to members undertaking the compilation of financial statements.

You have approved the financial statements for the financial year ended has and you have acknowledged on the Balance sheet as at has your duty to ensure that directors has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view in accordance with the FRS102. You consider that directors is exempt from the statutory audit requirement for the financial year ended has.

We have not been instructed to carry out an audit or review the financial statements of directors. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements. 




  


Grant Thornton (NI) LLP

Chartered Accountants
12 - 15 Donegall Square West
Belfast
BT1 6JH







Date:   24 September 2024
Page 1

 
Upstream Working Capital Ltd
Registered number:NI607293

Balance sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
51,953
56,024

  
51,953
56,024

Current assets
  

Debtors: amounts falling due within one year
 6 
154,492
254,296

Cash at bank and in hand
 7 
78,073
28,096

  
232,565
282,392

Creditors: amounts falling due within one year
 8 
(1,205,104)
(1,018,213)

Net current liabilities
  
 
 
(972,539)
 
 
(735,821)

Total assets less current liabilities
  
(920,586)
(679,797)

Creditors: amounts falling due after more than one year
 9 
-
(325,237)

  

Net liabilities
  
(920,586)
(1,005,034)


Capital and reserves
  

Called up share capital 
 10 
63,493
63,493

Share premium account
 11 
71,507
71,507

Profit and loss account
 11 
(1,055,586)
(1,140,034)

  
(920,586)
(1,005,034)


Page 2

 
Upstream Working Capital Ltd
Registered number:NI607293

Balance sheet (continued)
As at 31 December 2023

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 statement of comprehensive income 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 on 24 September 2024.




Judith Totten
Director

The notes on pages 4 to 11 form part of these financial statements.

Page 3

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the year ended 31 December 2023

1.


General information

Upstream Working Capital Ltd is a company limited by shares and is incorporated in Northern Ireland. The registered office is Suite B, Ground Floor, 40 Linenhall Street, Belfast, BT2 8BA.
The principal activity of the company is that of providing debt factoring and invoice discounting facilities.

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 Section 1A of 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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company has made a profit £84,448 during the period (2022: loss £51,963), and has net liabilities of £920,586 as at 31 December 2023 (2022: £1,005,034). The Company receives financial support from its funders. The Director is confident the support will continue for a period of at least 12 months from the date of approval of these financial statements. On this basis these financial statements therefore continue to be prepared on the going concern basis.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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

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

Page 4

 
Upstream Working Capital Ltd
 

Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

  
2.4

Turnover

In January 2021, the company entered into a receivables purchase agreement ("RPA") with Cubitt Trade Capital LLC (the "purchaser") and other parties, under which the company will sell its receivables to the Purchaser who will immediately resell to the issuer on the same terms and conditions. Pursuant to the RPA, the company sells, conveys, and assigns to the purchaser all its rights, title, and interest in these receivables. The company earns a management fee from the purchaser for its services, which is included as turnover within these accounts.

 
2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2022 to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

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

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

Page 5

 
Upstream Working Capital Ltd
 

Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.10

 Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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

 
2.11

 Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings
-
15%
reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 6

 
Upstream Working Capital Ltd
 

Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.12

 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.

 
2.13

 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.

 
2.14

 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
a) Recoverability of debtors
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the aging profile of debtors are considered.
b) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on future investments, economic utilisation and the physical condition of the assets. 

Page 7

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the year ended 31 December 2023

4.


Employees

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


        2023
        2022
            No.
            No.







Directors
1
2



Other Staff
8
7

9
9


5.


Tangible fixed assets





Fixtures and fittings

£



Cost or valuation


At 1 January 2023
145,624


Additions
9,456


Disposals
(15,133)



At 31 December 2023

139,947



Depreciation


At 1 January 2023
89,600


Charge for the year
9,168


Disposals
(10,774)



At 31 December 2023

87,994



Net book value



At 31 December 2023
51,953



At 31 December 2022
56,024

Page 8

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the year ended 31 December 2023

6.


Debtors

2023
2022
£
£


Amounts owed by group undertakings
139,853
-

Other debtors
-
239,395

Prepayments and accrued income
14,639
14,901

154,492
254,296



7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
78,073
28,096

78,073
28,096



8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Investor loans
92,000
92,000

Trade creditors
67,870
1,715

Amounts owed to group undertakings
103,512
8,604

Other taxation and social security
77,597
76,891

Other creditors
194,867
137,293

Accruals and deferred income
29,258
61,710

Redeemable preference shares
640,000
640,000

1,205,104
1,018,213


The cumulative preference dividend on the preference shares amounts to a fixed rate of 6% of the issue price per preference share. The preference shares do not entitle the holders to receive notice of, to attend, to speak at or to vote at any general meeting of the Company. The preference shares may be redeemed in full at any time on or after the 19 June 2020 by either the shareholder or the company. On the redemption date, the Company shall pay: 
-The issue price on each of the preference shares being redeemed;
-An additional dividend of 3% of the issue price per preference share; and
-Any arrears or accruals of the preferred dividend due and unpaid on any preference shares, calculated   down to and including the redemption date. 

Page 9

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the year ended 31 December 2023

9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
-
325,237

-
325,237


Details of security provided:
Petra Capital PLC holds a fixed and floating charge over the undertaking and all assets of the Company.


10.


Share capital

2023
2022
£
£
Shares classified as equity

Authorised, allotted, called up and fully paid



63,493 (2022 - 63,493) Ordinary shares of £1.00 each
63,493
63,493



2023
2022
£
£
Shares classified as debt

Authorised, allotted, called up and fully paid



800,000 (2022 - 800,000) Preference shares of £0.80 each
640,000
640,000



11.


Reserves

Share premium account

The share premium represents the premium received on shares issued by the company.

Profit and loss account

This includes all current and prior period retained profits and losses.

Page 10

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the year ended 31 December 2023

12.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
64,800
64,800

Later than 1 year and not later than 5 years
67,500
132,300

132,300
197,100


13.


Related party transactions

The company had the following related party transactions during the year: 
The company has availed of the exemption under FRS102 section 33 which does not require disclosure of transactions entered into between any subsidiary undertaking which is wholly owned by a member of that group.


14.


Controlling party

The immediate parent company of Upstream Working Capital Ltd is Lamasom Limited.
Cubitt Trade Holdings (Europe) LCC is considered to be the ultimate controlling party by virtue of it's shareholding in Lamasom Limited.


Page 11