Caseware UK (AP4) 2023.0.135 2023.0.135 true2024-01-01falseNo description of principal activity109trueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.false NI607293 2024-01-01 2025-01-02 NI607293 2023-01-01 2023-12-31 NI607293 2025-01-02 NI607293 2023-12-31 NI607293 c:Director1 2024-01-01 2025-01-02 NI607293 c:Director2 2024-01-01 2025-01-02 NI607293 c:Director2 2025-01-02 NI607293 c:Director3 2024-01-01 2025-01-02 NI607293 c:Director3 2025-01-02 NI607293 c:RegisteredOffice 2024-01-01 2025-01-02 NI607293 c:Agent1 2024-01-01 2025-01-02 NI607293 d:FurnitureFittings 2024-01-01 2025-01-02 NI607293 d:FurnitureFittings 2025-01-02 NI607293 d:FurnitureFittings 2023-12-31 NI607293 d:FurnitureFittings d:OwnedOrFreeholdAssets 2024-01-01 2025-01-02 NI607293 d:CurrentFinancialInstruments 2025-01-02 NI607293 d:CurrentFinancialInstruments 2023-12-31 NI607293 d:CurrentFinancialInstruments 2 2025-01-02 NI607293 d:CurrentFinancialInstruments 2 2023-12-31 NI607293 d:CurrentFinancialInstruments d:WithinOneYear 2025-01-02 NI607293 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 NI607293 d:ShareCapital 2025-01-02 NI607293 d:ShareCapital 2023-12-31 NI607293 d:SharePremium 2024-01-01 2025-01-02 NI607293 d:SharePremium 2025-01-02 NI607293 d:SharePremium 2023-12-31 NI607293 d:RetainedEarningsAccumulatedLosses 2024-01-01 2025-01-02 NI607293 d:RetainedEarningsAccumulatedLosses 2025-01-02 NI607293 d:RetainedEarningsAccumulatedLosses 2023-12-31 NI607293 c:OrdinaryShareClass1 2024-01-01 2025-01-02 NI607293 c:OrdinaryShareClass1 2025-01-02 NI607293 c:OrdinaryShareClass1 2023-12-31 NI607293 c:PreferenceShareClass1 2024-01-01 2025-01-02 NI607293 c:PreferenceShareClass1 2025-01-02 NI607293 c:PreferenceShareClass1 2023-12-31 NI607293 c:FRS102 2024-01-01 2025-01-02 NI607293 c:AuditExemptWithAccountantsReport 2024-01-01 2025-01-02 NI607293 c:FullAccounts 2024-01-01 2025-01-02 NI607293 c:PrivateLimitedCompanyLtd 2024-01-01 2025-01-02 NI607293 d:WithinOneYear 2025-01-02 NI607293 d:WithinOneYear 2023-12-31 NI607293 d:BetweenOneFiveYears 2025-01-02 NI607293 d:BetweenOneFiveYears 2023-12-31 NI607293 2 2024-01-01 2025-01-02 NI607293 f:PoundSterling 2024-01-01 2025-01-02 xbrli:shares iso4217:GBP xbrli:pure

Unaudited Financial Statements
Upstream Working Capital Ltd
For the period ended 2 January 2025





































Registered number: NI607293

 
Upstream Working Capital Ltd
 

Company Information


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




Registered number
NI607293



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 Working Capital Ltd
 

Contents



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


  
img2c7b.png
Independent Accountant's Report to the directors of the unaudited financial statements of Upstream Working Capital Ltd 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 Working Capital Ltd 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 Working Capital Ltd, 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 Working Capital Ltd, 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 Working Capital Ltd 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 Working Capital Ltd 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 Working Capital Ltd 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 Working Capital Ltd. 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 Working Capital Ltd
Registered number:NI607293

Balance sheet
As at 2 January 2025

2 January
31 December
2025
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
49,508
51,953

  
49,508
51,953

Current assets
  

Debtors: amounts falling due within one year
 6 
9,018,197
154,492

Cash at bank and in hand
 7 
49,580
78,073

  
9,067,777
232,565

Creditors: amounts falling due within one year
 8 
(1,434,302)
(1,205,104)

Net current assets/(liabilities)
  
 
 
7,633,475
 
 
(972,539)

Total assets less current liabilities
  
7,682,983
(920,586)

  

Net assets/(liabilities)
  
7,682,983
(920,586)


Capital and reserves
  

Called up share capital 
 9 
8,253,411
63,493

Share premium account
 10 
71,507
71,507

Profit and loss account
 10 
(641,935)
(1,055,586)

  
7,682,983
(920,586)


Page 2

 
Upstream Working Capital Ltd
Registered number:NI607293

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 11 form part of these financial statements.

Page 3

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the period ended 2 January 2025

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 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 judgment 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 Working Capital Ltd
 

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

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 2023 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 period in which they are incurred.

Page 5

 
Upstream Working Capital Ltd
 

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

2.Accounting policies (continued)

 
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.

 
2.10

 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.

 
2.11

 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.

 
2.12

 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.

Page 6

 
Upstream Working Capital Ltd
 

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

2.Accounting policies (continued)

 
2.13

 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. 


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



Other Staff
8
8

10
9

Page 7

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the period ended 2 January 2025

5.


Tangible fixed assets







Fixtures and fittings

£



Cost or valuation


At 1 January 2024
139,947


Additions
6,194



At 2 January 2025

146,141



Depreciation


At 1 January 2024
87,994


Charge for the period
8,639



At 2 January 2025

96,633



Net book value



At 2 January 2025
49,508



At 31 December 2023
51,953


6.


Debtors

2 January
31 December
2025
2023
£
£


Amounts owed by group undertakings
8,999,228
139,853

Prepayments and accrued income
18,969
14,639

9,018,197
154,492


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

Page 8

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the period ended 2 January 2025

7.


Cash and cash equivalents

2 January
31 December
2025
2023
£
£

Cash at bank and in hand
49,580
78,073

49,580
78,073



8.


Creditors: Amounts falling due within one year

2 January
31 December
2025
2023
£
£

Investor loans
92,000
92,000

Trade creditors
864
67,870

Amounts owed to group undertakings
69,701
103,512

Other taxation and social security
32,541
77,597

Other creditors
225,077
194,867

Accruals and deferred income
374,119
29,258

Redeemable preference shares
640,000
640,000

1,434,302
1,205,104


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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 period ended 2 January 2025

9.


Share capital

2 January
31 December
2025
2023
£
£
Shares classified as equity

Authorised, allotted, called up and fully paid



8,253,411 (2023 - 63,493) Ordinary shares of £1.00 each
8,253,411
63,493

On 2nd January 2025 the Company issued 8,189,918 Ordinary shares with a nominal value of £1.00 each.

2 January
31 December
2025
2023
£
£
Shares classified as debt

Authorised, allotted, called up and fully paid



800,000 (2023 - 800,000) Preference shares of £0.80 each
640,000
640,000





10.


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.


11.


Commitments under operating leases

At 2 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2 January
31 December
2025
2023
£
£


Not later than 1 year
105,339
95,265

Later than 1 year and not later than 5 years
52,247
127,786

157,586
223,051

Page 10

 
Upstream Working Capital Ltd
 
 
Notes to the financial statements
For the period ended 2 January 2025

12.


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.


13.


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 11