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Registered number: 10907118












BLUEVOYANT UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

BLUEVOYANT UK LIMITED

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Notes to the financial statements
 
3 - 10


 

BLUEVOYANT UK LIMITED
 
COMPANY INFORMATION


Director
J A Rosenthal 




Registered number
10907118



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:10907118
BLUEVOYANT UK LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Fixed asset investments
 5 
10,817,684
11,091,709

  
10,817,684
11,091,709

Current assets
  

Debtors: amounts falling due within one year
 6 
682,936
904,796

Bank and cash balances
  
397,139
186,475

  
1,080,075
1,091,271

Creditors: amounts falling due within one year
 7 
(21,492,257)
(21,786,982)

Net current liabilities
  
 
 
(20,412,182)
 
 
(20,695,711)

Total assets less current liabilities
  
(9,594,498)
(9,604,002)

Creditors: amounts falling due after more than one year
 8 
-
(1,017,878)

  

Net liabilities
  
(9,594,498)
(10,621,880)


Capital and reserves
  

Called up share capital 
 9 
1,000
1,000

Profit and loss account
  
(9,595,498)
(10,622,880)

Total equity
  
(9,594,498)
(10,621,880)


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 profit and loss account 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: 


J A Rosenthal
Director

Date: 12 March 2025

The notes on pages 3 to 10 form part of these financial statements.

Page 2

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

BlueVoyant UK Limited is a private company limited by shares incorporated in England. The address of its registered office is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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 company has incurred a profit for the year of £1,027,382 (2022: loss £1,363,764) and had net liabilities of £9,594,498 (2022: £10,621,880) at 31 December 2023.
The company has continued to make losses after the year end. In addition, the company's director has decided to transfer the business to the subsidiary undertaking.
The company continues to trade with the support of its parent company. The director has received assurances that such support will be forthcoming for the foreseeable future being a period not less than twelve months from the balance sheet date. Consequently he has continued to adopt the going concern basis.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 3

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.4

Financial Instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
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.
 
Page 4

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

 
2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Deferred consideration payable on the acquisition of subsidiaries is recognised at the best estimate
of the probable consideration payable.

 
2.7

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.

 
2.8

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.

  
2.9

Share capital

Ordinary shares are classified as equity.

Page 5

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

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 profit and loss account within 'interest receivable and similar income''. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.11

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 6

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following judgments:
Valuation of the investment in subsidiary company
Determined whether there are indicators of impairment of the company's investments in the subsidiary undertaking. Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the subsidiary undertaking.
Any changes to the inputs in the valuation model which is based on projected future earnings could have a material impact on the carrying value of the investment.
Based on the expected future performance of the subsidiary the directors have concluded that no impairment is required as at 31 December 2023. The carrying value of the company's investment in the subsidiary undertaking at 31 December 2023 is £10,817,684 (2022: £11,091,709).
Valuation of deferred consideration
The consideration for the acquisition of subsidiaries included the payment of future profit interest units in the ultimate parent company. As part of the structuring of this agreement, the UK company will be required to pay the parent company the estimated market value of these profit share units as at the date the consideration is paid. The director has estimated the future amount payable having reviewed the forecasts for the group. A total liability of £nil (2022: £274,025) has been recognised for the future estimated amount payable.


4.


Employees

The average monthly number of employees, including directors, during the year was 1 (2022 - 15).

Page 7

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
12,074,679



At 31 December 2023

12,074,679



Impairment


At 1 January 2023
982,970


Charge for the period
274,025



At 31 December 2023

1,256,995



Net book value



At 31 December 2023
10,817,684



At 31 December 2022
11,091,709

Page 8

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Debtors

2023
2022
£
£


Trade debtors
-
741,006

Amounts owed by group undertakings
649,748
72,765

Other debtors
-
37,660

Prepayments and accrued income
33,188
53,365

682,936
904,796



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,737
65,423

Amounts owed to group undertakings
21,184,659
21,329,230

Other creditors
9,995
83,294

Accruals and deferred income
295,866
309,035

21,492,257
21,786,982



8.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Profit sharing units
-
827,147

Other creditors
-
190,731

-
1,017,878



9.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary shares of £1.00 each
1,000
1,000



10.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Page 9

 

BLUEVOYANT UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Post balance sheet events

Subsequent to the year end, the trade of the company has been transferred to a 100% subsidiary company. The principal activity of BlueVoyant UK Limited has also changed to that of a holding company.


12.


Controlling party

The smallest group for which consolidated financial statements are drawn up is headed by BlueVoyant LLC, the registered office of which is 6E 45th Street, 17th Floor, New York, NY 10017.


13.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 17 March 2025 by Mark Hart (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 10