Company registration number 07383895 (England and Wales)
INVESTCLOUD LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
INVESTCLOUD LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 21
Detailed profit and loss
INVESTCLOUD LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

InvestCloud Limited (the “Company”) was incorporated on 22 September 2010 and is domiciled in the United Kingdom. The Company’s registered office is 77 Shaftesbury Avenue, 5th Floor, London, England, W1D 5DU.

 

The principal activities of the Company are those relating to the provision of software consultancy and development of e-commerce applications. The Company mainly supports the wider InvestCloud group in the development and implementation of its products and services. The Company’s income is primarily driven by a cost-plus transfer pricing arrangement with the immediate parent company.

 

There have been no significant changes in the principal activities of the Company during the financial year and the company is expected to continue with its principal activities for the foreseeable future.

 

Revenue has decreased from £21,479,521 in 2022 to £20,631,510 in 2023. This decrease in revenue is largely attributable to the cost-plus transfer pricing arrangement with the immediate parent company and is driven by a corresponding decrease in operating expenses.

 

The Company continues to invest in people and recognises this as an important factor in achieving its short, medium, and long-term objectives.

Principal risks and uncertainties

The Company is subject to a few risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of new products and services to align with advances in technology, credit risk from the company’s debtors, foreign exchange exposure owing to having sales and purchases in a currency other than its functional currency and liquidity risk owing to the challenging economic conditions experienced since the end of COVID pandemic.

 

Credit Risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Company. The Company's exposure to credit risk arises primarily from trade and other receivables due from related and non-related parties. For other financial assets (such as cash and cash equivalents), the Company minimises credit risk by dealing exclusively with high credit rating counterparties.

 

For receivables due from non-related parties, the Company performs ongoing credit evaluation on its counterparties' financial condition, review of ageing reports and continuous follow-up on the amount due.

 

For receivables due from related parties, regular meetings are held between the Company’s directors and senior management from the immediate parent to ensure these values are settled on a regular basis.

 

Foreign Exchange

This risk is managed at a global and regional level and are significantly mitigated by being an integral part of a leading global developer of e-commerce applications.

 

Liquidity Risk

Liquidity risk refers to the risk that the Company will encounter difficulties in meeting its short­ term obligations due to shortage of funds.

 

The Company finances its working capital requirements through a combination of funds generated from operations and advances from its immediate parent company and related parties. The directors are in regular communication with senior management from the immediate parent company to ensure that funds are available to finance the operations of the Company as and when required.

 

INVESTCLOUD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties (continued)

 

Management of Risks

The directors continue to assess and closely monitor the risks that the Company faces and recognise their statutory duties to the Company and believe when taking board decisions during the year ended 31 December 2022 that they have acted in a way that they consider good faith and would be most likely to promote the success of the company.

Group strategy

The Company’s activities align with the principal activities and objectives of its immediate parent company in providing an innovative technology platform for designing digital apps and a commercial marketplace for financial products.

 

The immediate parent company has a secure investment backing and has a strong presence in various locations around the world. The entities in the various locations provide expertise and resources from far and wide to support, develop and implement the products and services to the group’s global customers.

 

The group strives to continue to invest and secure the research and development resources in order to continue to be able to deliver quality services in a rapidly growing technology industry.

On behalf of the board

P Strudley
Director
16 October 2024
INVESTCLOUD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of the provision of software consultancy and development of e-commerce applications.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Dr R Kirby
(Resigned 10 July 2024)
C Close
(Resigned 28 April 2023)
J Wise
(Resigned 30 May 2023)
P Strudley
(Appointed 17 April 2023)
C Ciriani
(Appointed 10 July 2024)
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are 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 directors are required to:

 

 

The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

INVESTCLOUD LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
On behalf of the board
P Strudley
Director
16 October 2024
INVESTCLOUD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INVESTCLOUD LIMITED
- 5 -
Opinion

We have audited the financial statements of InvestCloud Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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:

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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.

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 directors are 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 our audit:

INVESTCLOUD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INVESTCLOUD LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the 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 directors' 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included obtaining an understanding of the legal and regulatory frameworks applicable to the Company and the sector in which they operate. We determined that the most significant laws and regulations were the Companies Act 2006 and UK corporate taxation laws.

We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures and by performing specific tests to ascertain compliance.

 

We assessed and concluded that the Company's key area was in relation to income recognition in relation to its appropriateness and basis of recognition. Specific audit tests were undertaken to review this and ensure that the basis was appropriate and suitably applied in recognising the revenue for the period with any relevant amounts being deferred or accrued for as required.

 

We assessed the susceptibility of the Company's financial statements to material misstatements, including how fraud might occur. Audit procedures by the engagement team included identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; challenging assumptions and judgements made by management in its significant accounting estimates; identifying and testing unusual value entries, in particular any entries posted with unusual account combinations; and assessing the extent of compliance with the relevant laws and regulations. The systems and controls operated within the company indicated a low level of material risk.

INVESTCLOUD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INVESTCLOUD LIMITED (CONTINUED)
- 7 -

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our 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.

Vincent Chandler FCA FCCA
Senior Statutory Auditor
For and on behalf of Moore Green
Chartered Accountants
Statutory Auditor
22 Friars Street
Sudbury
CO10 2AA
21 October 2024
INVESTCLOUD LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
20,631,510
21,479,521
Administrative expenses
(20,070,210)
(20,293,572)
Other operating income
24,000
24,000
Operating profit
4
585,300
1,209,949
Interest receivable and similar income
7
190
37,826
Interest payable and similar expenses
8
(343,050)
(8,084)
Profit before taxation
242,440
1,239,691
Tax on profit
9
(438,070)
(119,323)
(Loss)/profit for the financial year
(195,630)
1,120,368

The profit and loss account has been prepared on the basis that all operations are continuing operations.

INVESTCLOUD LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
£
£
(Loss)/profit for the year
(195,630)
1,120,368
Other comprehensive income
-
-
Total comprehensive income for the year
(195,630)
1,120,368
INVESTCLOUD LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
10
456,411
571,310
Current assets
Debtors
11
10,237,596
10,610,849
Cash at bank and in hand
38,056
107,148
10,275,652
10,717,997
Creditors: amounts falling due within one year
12
(8,680,435)
(9,752,452)
Net current assets
1,595,217
965,545
Total assets less current liabilities
2,051,628
1,536,855
Provisions for liabilities
Deferred tax liability
13
37,424
-
0
(37,424)
-
Net assets
2,014,204
1,536,855
Capital and reserves
Called up share capital
15
100
100
Equity reserve
2,855,659
2,182,680
Profit and loss reserves
(841,555)
(645,925)
Total equity
2,014,204
1,536,855

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 16 October 2024 and are signed on its behalf by:
P Strudley
Director
Company registration number 07383895 (England and Wales)
INVESTCLOUD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
100
1,369,103
(1,766,293)
(397,090)
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
1,120,368
1,120,368
Equity share based payments
-
813,577
-
813,577
Balance at 31 December 2022
100
2,182,680
(645,925)
1,536,855
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(195,630)
(195,630)
Equity share based payments
-
672,979
-
672,979
Balance at 31 December 2023
100
2,855,659
(841,555)
2,014,204
INVESTCLOUD LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
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 amount 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 directors have made no such material judgements or key estimates in preparing these financial statements.

2
Accounting policies
Company information

InvestCloud Limited is a private company limited by shares incorporated in England and Wales. The registered office is 77 Shaftesbury Avenue, 5th Floor, London, W1D 5DU.

2.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of InvestCloud Holdings LLC. These consolidated financial statements are available from its registered office, 700 N San Vicente Blvd Ste G605, West Hollywood, CA 90069, USA.

2.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 13 -
2.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

2.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over lease term
Fixtures and fittings
5-10 years
Computers
3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

2.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 14 -
2.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

2.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 15 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 16 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

2.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

2.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Transfer Pricing Revenue
19,473,567
21,177,075
Subscription Revenue
1,157,943
302,446
20,631,510
21,479,521
INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 17 -
2023
2022
£
£
Other revenue
Interest income
190
37,826
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(75,216)
1,671,322
Fees payable to the company's auditor for the audit of the company's financial statements
26,750
93,419
Depreciation of owned tangible fixed assets
166,856
108,093
Equity Share-based payments
672,979
813,577
Operating lease charges
710,116
648,391
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
107
99

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
11,101,360
9,915,868
Social security costs
1,715,878
1,214,672
Pension costs
454,838
424,278
13,272,076
11,554,818
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
575,701
465,783
Company pension contributions to defined contribution schemes
16,079
13,289
591,780
479,072
INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Directors' remuneration
(Continued)
- 18 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
575,701
465,783
Company pension contributions to defined contribution schemes
16,079
13,289
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
190
37,826
8
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
343,050
8,084
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
265,443
119,323
Deferred tax
Origination and reversal of timing differences
37,424
-
0
Adjustment in respect of prior periods
135,203
-
0
Total deferred tax
172,627
-
0
Total tax charge
438,070
119,323
INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 19 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
242,440
1,239,691
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
60,610
235,541
Tax effect of expenses that are not deductible in determining taxable profit
13,739
13,278
Tax effect of utilisation of tax losses not previously recognised
-
0
(252,154)
Permanent capital allowances in excess of depreciation
6,992
(44,157)
Depreciation on assets not qualifying for tax allowances
15,857
12,235
Share based payment charge
168,245
154,580
Under/(over) provided in prior years
135,203
-
0
Deferred tax adjustments in respect of prior years
37,424
-
0
Taxation charge for the year
438,070
119,323
10
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
633,423
41,020
659,384
1,333,827
Additions
-
0
-
0
51,957
51,957
At 31 December 2023
633,423
41,020
711,341
1,385,784
Depreciation and impairment
At 1 January 2023
318,378
36,098
408,041
762,517
Depreciation charged in the year
63,430
4,922
98,504
166,856
At 31 December 2023
381,808
41,020
506,545
929,373
Carrying amount
At 31 December 2023
251,615
-
0
204,796
456,411
At 31 December 2022
315,045
4,922
251,343
571,310
INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
2,400
2,400
Amounts owed by group undertakings
9,669,834
10,094,385
Other debtors
235,577
207,075
Prepayments and accrued income
329,785
306,989
10,237,596
10,610,849
12
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
1,782,753
1,891,054
Amounts owed to group undertakings
5,012,954
4,609,727
Corporation tax
519,969
119,323
Other taxation and social security
540,377
834,591
Other creditors
63,568
49,534
Accruals and deferred income
760,814
2,248,223
8,680,435
9,752,452
13
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
37,424
-
2023
Movements in the year:
£
Liability at 1 January 2023
-
Charge to profit or loss
37,424
Liability at 31 December 2023
37,424

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

INVESTCLOUD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
454,838
424,278

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The charge to profit or loss in respect of defined contribution schemes was £454,838 (2022 - £424,278).

15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
10,000
10,000
100
100
16
Equity-settled share based payments

The 2021 Omnibus Incentive Plan provides for the granting of options subject to time-based vesting conditions to the company employees. The options vest in equal instalments on each of the first five anniversaries of the vesting start date, if the participant has not undergone a termination.

 

The shares are valued under the Black-Scholes model as detailed in the accounting policies and during the year the amount recognised in respect of the valuation measurement based on fair value was £672,979 (2022 £813,577).

17
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
699,118
651,140
Between two and five years
1,398,236
1,590,437
2,097,354
2,241,577
18
Ultimate controlling party

The immediate and ultimate controlling party is InvestCloud Inc. which is incorporated in the USA. The registered office is 700 N San Vincente Boulevard, Suite G605, West Hollywood, CA 90069, USA.

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