Caseware UK (AP4) 2023.0.135 2023.0.135 the provision of trade financefalse2024-01-0121truetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.false NI634644 2024-01-01 2025-01-02 NI634644 2023-01-01 2023-12-31 NI634644 2025-01-02 NI634644 2023-12-31 NI634644 c:Director1 2024-01-01 2025-01-02 NI634644 c:Director2 2024-01-01 2025-01-02 NI634644 c:Director2 2025-01-02 NI634644 c:Director3 2024-01-01 2025-01-02 NI634644 c:Director3 2025-01-02 NI634644 c:RegisteredOffice 2024-01-01 2025-01-02 NI634644 c:Agent1 2024-01-01 2025-01-02 NI634644 d:CurrentFinancialInstruments 2025-01-02 NI634644 d:CurrentFinancialInstruments 2023-12-31 NI634644 d:Non-currentFinancialInstruments 2025-01-02 NI634644 d:Non-currentFinancialInstruments 2023-12-31 NI634644 d:CurrentFinancialInstruments d:WithinOneYear 2025-01-02 NI634644 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 NI634644 d:Non-currentFinancialInstruments d:AfterOneYear 2025-01-02 NI634644 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 NI634644 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2025-01-02 NI634644 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-12-31 NI634644 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2025-01-02 NI634644 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 NI634644 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2025-01-02 NI634644 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2023-12-31 NI634644 d:ShareCapital 2025-01-02 NI634644 d:ShareCapital 2023-12-31 NI634644 d:RetainedEarningsAccumulatedLosses 2024-01-01 2025-01-02 NI634644 d:RetainedEarningsAccumulatedLosses 2025-01-02 NI634644 d:RetainedEarningsAccumulatedLosses 2023-12-31 NI634644 c:OrdinaryShareClass1 2024-01-01 2025-01-02 NI634644 c:OrdinaryShareClass1 2025-01-02 NI634644 c:OrdinaryShareClass1 2023-12-31 NI634644 c:FRS102 2024-01-01 2025-01-02 NI634644 c:AuditExemptWithAccountantsReport 2024-01-01 2025-01-02 NI634644 c:FullAccounts 2024-01-01 2025-01-02 NI634644 c:PrivateLimitedCompanyLtd 2024-01-01 2025-01-02 NI634644 2 2024-01-01 2025-01-02 NI634644 e:PoundSterling 2024-01-01 2025-01-02 xbrli:shares iso4217:GBP xbrli:pure

Unaudited Financial Statements
Upstream Trade Finance Limited
For the period ended 2 January 2025





































Registered number: NI634644

 
Upstream Trade Finance Limited
 

Company Information


Directors
Judith Totten 
William Hichens (appointed 2 January 2025)
Nicholas Elliott (appointed 18 April 2024, resigned 2 January 2025)




Registered number
NI634644



Registered office
Suite B, Ground Floor
40 Linenhall Street

Belfast

Antrim

BT2 8BA




Accountants
Grant Thornton Advisors (NI) LLP
Chartered Accountants

12 - 15 Donegall Square West

Belfast

BT1 6JH




Solicitors
Tughans
The Ewart

3 Bedford St

Belfast

BT2 7EP




Credit facility provider
Pollen Street Capital Limited
11-12 Hanover Square

London

W1S 1JJ





 
Upstream Trade Finance Limited
 

Contents



Page
Accountants' Report
1
Balance Sheet
2 - 3
Notes to the Financial Statements
4 - 9


  
img1096.png
Independent Accountant's Report to the directors of the unaudited financial statements of Upstream Trade Finance Limited for the period ended 2 January 2025

In order to assist you fulfil your duties under the Companies Act 2006, we have compiled the financial statements of Upstream Trade Finance Limited for the period ended 2 January 2025, 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 Upstream Trade Finance Limited, 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 Upstream Trade Finance Limited, 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 Upstream Trade Finance Limited and its directors, as a body, for our work or for this report.

We have carried out this engagement in accordance with International Standard on Related Services 4410  (Revised) Compilation Engagements issued by the International Auditing and Assurance Standards Board  (the ‘IAASB’’) and have complied with the ethical guidance laid down by the IESBA Code and Chartered  Accountants Ireland relating to members undertaking the compilation of financial statements. 

You have approved the financial statements for the period ended 2 January 2025 and you have acknowledged on the Balance sheet as at 2 January 2025 your duty to ensure that Upstream Trade Finance Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view in accordance with the Companies Act 2006. You consider that Upstream Trade Finance Limited is exempt from the statutory audit requirement for the period ended 2 January 2025.

We have not been instructed to carry out an audit or review the financial statements of Upstream Trade Finance Limited. 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 Advisors (NI) LLP

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







Date:   11 February 2025
Page 1

 
Upstream Trade Finance Limited
Registered number:NI634644

Balance sheet
As at 2 January 2025

2 January
31 December
2025
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 5 
2,076,290
821,667

  
2,076,290
821,667

Creditors: amounts falling due within one year
 6 
(478,289)
(721,790)

Net current assets
  
 
 
1,598,001
 
 
99,877

Total assets less current liabilities
  
1,598,001
99,877

Creditors: amounts falling due after more than one year
 7 
(25,645)
(31,790)

  

Net assets
  
1,572,356
68,087


Capital and reserves
  

Called up share capital 
 9 
1,655,925
3

Profit and loss account
 10 
(83,569)
68,084

  
1,572,356
68,087


Page 2

 
Upstream Trade Finance Limited
Registered number:NI634644

Balance sheet (continued)
As at 2 January 2025

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 period 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 11 February 2025.




Judith Totten
Director

The notes on pages 4 to 9 form part of these financial statements.

Page 3

 
Upstream Trade Finance Limited
 
 
Notes to the financial statements
For the period ended 2 January 2025

1.


General information

Upstream Trade Finance Limited is a company limited by shares and 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 trade financing 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have assessed that there are adequate resources to meet the ongoing costs of the business for a minimum of 12 months from the date of signing the financial statements. For this reason the financial statements have been prepared on a going concern basis which presumes the realisation of assets and liabilities in the normal course of business.

 
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 Trade Finance Limited
 

Notes to the financial statements
For the period ended 2 January 2025

2.Accounting policies (continued)

  
2.4

Turnover

In January 2021, the company entered into a securitised receivables purchase program 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 receivables purchase agreement, 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.
On 2nd January 2025 the company terminated the securitised receivables purchase program with Cubitt Trade Capital LLC and entered a new senior secured credit facility with Pollen Street Capital Limited which is supplied through Upstream 2024 Limited, a subsidiary within the wider group structure.

 
2.5

Interest income

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

 
2.6

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.

 
2.7

Borrowing costs

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

 
2.8

Taxation

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.


Page 5

 
Upstream Trade Finance Limited
 

Notes to the financial statements
For the period ended 2 January 2025

2.Accounting policies (continued)

 
2.9

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.

 
2.10

 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.

 
2.11

 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.


Judgements 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.


4.


Employees

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


     Period ended
       2 January
       Year ended
      31 December
        2025
        2023
            No.
            No.







Directors
2
1

Page 6

 
Upstream Trade Finance Limited
 
 
Notes to the financial statements
For the period ended 2 January 2025

5.


Debtors

2 January
31 December
2025
2023
£
£


Amounts owed by group undertakings
1,855,812
639,588

Other debtors
204,934
166,535

Prepayments and accrued income
15,544
15,544

2,076,290
821,667


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


6.


Creditors: Amounts falling due within one year

2 January
31 December
2025
2023
£
£

Bank loans
5,552
5,406

Investor loans
450,000
700,000

Trade creditors
-
960

Other creditors
8,064
-

Accruals and deferred income
14,673
15,424

478,289
721,790



7.


Creditors: Amounts falling due after more than one year

2 January
31 December
2025
2023
£
£

Bank loans
25,645
31,790

25,645
31,790


Page 7

 
Upstream Trade Finance Limited
 
 
Notes to the financial statements
For the period ended 2 January 2025

8.


Loans


Analysis of the maturity of loans is given below:


2 January
31 December
2025
2023
£
£

Amounts falling due within one year

Bank loans
5,552
5,406

Investor loans
450,000
700,000


455,552
705,406

Amounts falling due 1-2 years

Bank loans
5,700
5,552


5,700
5,552

Amounts falling due 2-5 years

Bank loans
17,977
17,537


17,977
17,537

Amounts falling due after more than 5 years

Bank loans
1,968
8,701

1,968
8,701

481,197
737,196


Page 8

 
Upstream Trade Finance Limited
 
 
Notes to the financial statements
For the period ended 2 January 2025

9.


Share capital

2 January
31 December
2025
2023
£
£
Authorised, allotted, called up and fully paid



1,655,925 (2023 -3) Ordinary shares of £1.00 each
1,655,925
3


On 2nd January 2025 the Company issued 1,655,922 Ordinary shares with a nominal value of £1.00 each.


10.


Reserves

Profit and loss account

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


11.


Related party transactions

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.


12.


Controlling party

As of 2nd January 2025 the ultimate controlling party is Judith Totten by virtue of majority shareholding in the ultimate parent company Crucible (No.1) Ltd, a company incorporated in Northern Ireland. The immediate parent company is Crucible (No.2) Ltd, a company incorporated in Northern Ireland.


Page 9