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Registered number: 07762628 (England and Wales)














MARKET FORCE ACQUISITION SUB LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
MARKET FORCE ACQUISITION SUB LIMITED
 
 
COMPANY INFORMATION


Directors
M A Marlowe 
S W Harding 




Registered number
07762628



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited





 
MARKET FORCE ACQUISITION SUB LIMITED
 

CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 7


 
MARKET FORCE ACQUISITION SUB LIMITED
REGISTERED NUMBER:07762628

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Investments
 6 
1,129
1,129

  
1,129
1,129

Current assets
  

Debtors: amounts falling due within one year
 7 
-
6,961

  
-
6,961

Creditors: amounts falling due within one year
 8 
-
(19,990)

Net current liabilities
  
 
 
-
 
 
(13,029)

Total assets less current liabilities
  
1,129
(11,900)

  

Net assets/(liabilities)
  
1,129
(11,900)


Capital and reserves
  

Capital contribution reserve
 10 
17,856
-

Profit and loss account
  
(16,727)
(11,900)

  
1,129
(11,900)


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 by: 

S W Harding
Director

Date: 5 November 2024

The notes on pages 3 to 7 form part of these financial statements.

Page 1

 
MARKET FORCE ACQUISITION SUB LIMITED
 

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


Capital contribution reserve
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2022
-
(11,172)
(11,172)



Loss for the year
-
(728)
(728)



At 1 January 2023
-
(11,900)
(11,900)



Loss for the year
-
(4,827)
(4,827)

Contribution from parent
17,856
-
17,856


At 31 December 2023
17,856
(16,727)
1,129


Page 2

 
MARKET FORCE ACQUISITION SUB LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Market Force Acquisition Sub Limited is a private company limited by shares incorporated in the United Kingom and registered in England and Wales. The registered office is Birchin Court, 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU.
The principal activity of the Company is that of a holding company. 

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 following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

The Company is in a net asset position following the rationalisation of the intercompany loans, however, the directors are reviewing the need for a holding company of this nature within the wider group as the subsidiaries in France and Spain are expected to be closed, this has created a material uncertainty in relation to the Company's ability to continue as a going concern.
 
Until a decision is reached in relation to the Company's future, the Company has received written confirmation from its parent company that its operations will continue to be supported for a period of at least 12 months from the approval of these financial statements. As a result, these financial statements are prepared on the going concern basis. 

 
2.4

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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.6

Impairment

Non-current assets are reviewed annually for indicators of impairment. An impairment loss is recorded in profit or loss where the recoverable amount of an asset is less than its carrying amount. The recoverable amount is measured as being either the fair value of the asset less costs to sell or the asset's value in use. Any significant judgement in determining the recoverable amount is disclosed in these financial statements. 

Page 3

 
MARKET FORCE ACQUISITION SUB LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loan recognised using the effective interest method.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Amounts owed to group companies
include an intercompany loan recognised using the effective interest method. 


3.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified, the auditor drew attention to note 2.3 to these financial statements which indicates that a material uncertainty exists in relation to the Company's ability to continue as a going concern.

The audit report was signed on 7 November 2024 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


4.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the measurement of assets and liabilities.

Carrying value of investments in subsidiaries
During the year, the directors rationalised the intercompany loan position of the Company with respect to its wider group. This resulted in an additional capital contribution for the Company which it then used to waive its debt receivable from the subsidiary company, adding this to the cost of the investment.
The investment had historically been impaired as a result of the continued loss position of a subsidiary company. Despite cost savings being applied group wide and the expectation in the short term of a break even position for a subsidiary at the year end, the directors determined that there was no evidence the new investment would be recovered. The result is that the addition was fully impaired in the year and the substance of the transaction was to write off the intercompany receivable.
The remaining investment value continues to be the value recorded at 31 December 2021 which the directors believe to be an appropriate estimate of the recoverable amount of the investment in subsidiary based on the future forecast position of that company.


5.


Employees




The Company has no employees other than the directors, who were remunerated through other group entities (2022 - NIL).

Page 4

 
MARKET FORCE ACQUISITION SUB LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
7,655


Additions
4,469



At 31 December 2023

12,124



Impairment


At 1 January 2023
6,526


Charge for the period
4,469



At 31 December 2023

10,995



Net book value



At 31 December 2023
1,129



At 31 December 2022
1,129

Subsequent to the year end, the directors have finalised the rationalisation of the intercompany loan position, effective as at the date of acquisition of the Market Force Information Group by Marlowe National, LC.
The result has been that the intercompany receivables due from Market Force Information (Europe) Limited have been waived and added to the cost of the investment.
The directors determined at the year end date that this balance was not recoverable and immediately impaired this balance, as described in Note 3.

Page 5

 
MARKET FORCE ACQUISITION SUB LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Market Force Information (Europe) Limited
Birchin Court, 5th Floor, 19-25 Birchin Lane, London, United Kingdom, EC3V 9DU
Ordinary
100%
Market Force Information (Iberia) S.L.
C/Felipe IV, 3 Izda, 28014 Madrid, Espana
Ordinary
100%
Market Force Information (France)
5 Rue de Helder, 75009, Paris, France
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Market Force Information (Europe) Limited
1,967
(2,369)

Market Force Information (Iberia) S.L.
106
-

Market Force Information (France)

(228)
-


7.


Debtors

2023
2022
£000
£000


Amounts owed by group undertakings
-
6,961

-
6,961



8.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Amounts owed to group undertakings
-
19,990

-
19,990


Page 6

 
MARKET FORCE ACQUISITION SUB LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary shares share of £1.00
1
1



10.


Reserves

Capital contribution reserve

Subsequent to the year end, the directors have finalised the rationalisation of the intercompany loan position effective as at the acquisition date of the Market Force Group by Marlowe National, LC. The result of this is that the intercompany loan due from Market Force Acquisition Sub Limited to Market Force Information LLC has been reflected as a capital contribution which is not repayable.


11.


Controlling party

The parent of the smallest group for which consolidated financial statements are prepared, including the Company and its subsidiaries, is Market Force Information LLC a company incorporated in the USA. The registered office of the controlling party is 6626 The Corners Parkway, 3rd Floor, Peachtree Corners, GA, 30092.
The ultimate parent company and controlling party is Marlowe National, LC, a company incorporated in the USA. 


12.


Post balance sheet events

As described in notes 3 and 9, the directors have finalised the rationalisation of the intercompany loans, with an effective date of 16 June 2023. This is an adjusting event and has been appropriately recorded in these financial statements. 
There were no other adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved. 

 
Page 7