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Registered number: 11360392












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

 

IMPARTNER UK LIMITED

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Notes to the financial statements
 
3 - 12


 

IMPARTNER UK LIMITED
 
COMPANY INFORMATION


Director
B Pace 




Registered number
11360392



Registered office
5 New Street Square

London

EC4A 3TW




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:11360392
IMPARTNER UK LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 4 
-
78,612

Tangible assets
 5 
14,737
6,619

  
14,737
85,231

Current assets
  

Debtors: amounts falling due within one year
 6 
181,033
197,758

Cash at bank and in hand
  
76,870
279,094

  
257,903
476,852

Creditors: amounts falling due within one year
 7 
(6,907,528)
(5,500,058)

Net current liabilities
  
 
 
(6,649,625)
 
 
(5,023,206)

Total assets less current liabilities
  
(6,634,888)
(4,937,975)

  

Net liabilities
  
(6,634,888)
(4,937,975)


Capital and reserves
  

Called up share capital 
 8 
1
1

Profit and loss account
  
(6,634,889)
(4,937,976)

Total equity
  
(6,634,888)
(4,937,975)


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 sole director and were signed on its behalf. 




B Pace
Director

Date: 17 March 2025

The notes on pages 3 to 12 form part of these financial statements.

Page 2

 

IMPARTNER UK LIMITED

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

1.


General information

Impartner UK Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, EC4A 3TW.
The financial statements are presented in Sterling (£).

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 following principal accounting policies have been applied:

 
2.2

Going concern

The company has made a loss in the current year of £1,703,714 (2022: £1,389,299), and has a net balance sheet deficit of £6,634,888 (2022: £4,937,976). Therefore, the company is reliant on financial support from its parent company, Impartner Inc.
Impartner Inc., has provided a letter of support to Impartner UK Limited confirming the provision of financial support for a period of at least 12 months from the approval of these financial statements. The group's management have prepared detailed cashflow forecasts which indicate that adequate funding will remain available to all parts of the group. However, these forecasts are predicated on achieving significant reductions to the group's cost base through a number of cost saving initiatives in order to achieve positive consolidated EBITDA.
As the going concern status of the company is dependent on sufficient financing being available from the parent company, which in turn is dependent on achieving the targets of the cost saving iniatives in the consolidated cashflow forecasts as prepared by the parent company, the director is of the opinion that there is a material uncertainty in this regard.
Notwithstanding the above the director is of the opinion that the required financial support will be available to the company for a period of at least 12 months from the date of approval of these financial statements, and accordingly, he continues to adopt the going concern basis in preparing the financial statements.

Page 3

 

IMPARTNER UK LIMITED

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

2.Accounting policies (continued)

 
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.

 
2.4

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 profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 4

 

IMPARTNER UK LIMITED

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

2.Accounting policies (continued)

 
2.5

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Developed technology
-
20%
Customer relationships
-
20%
Goodwill
-
20%
Other intangible fixed assets
-
50%

 
2.6

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.

Page 5

 

IMPARTNER UK LIMITED

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

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

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.

 
2.7

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.

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.9

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Page 6

 

IMPARTNER UK LIMITED

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

2.Accounting policies (continued)


2.10

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, cash and bank balances, intercompany working capital balances, and intercompany financing 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, 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 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.

Page 7

 

IMPARTNER UK LIMITED

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

2.Accounting policies (continued)




Financial instruments (continued)

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.

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.


3.


Employees

The average monthly number of employees, including the director, during the year was 18 (2022 - 19).
 

Page 8

 

IMPARTNER UK LIMITED

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

4.


Intangible assets




Other intangibles
Development expenditure
Customer relationships
Goodwill
 
Total

£
£
£
£
£



Cost


At 1 January 2023
25,000
200,000
225,000
447,513
897,513



At 31 December 2023

25,000
200,000
225,000
447,513
897,513



Amortisation


At 1 January 2023
25,000
180,555
203,125
410,221
818,901


Charge for the year
-
19,445
21,875
37,292
78,612



At 31 December 2023

25,000
200,000
225,000
447,513
897,513



Net book value



At 31 December 2023
-
-
-
-
-



At 31 December 2022
-
19,445
21,875
37,292
78,612



Page 9

 

IMPARTNER UK LIMITED

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

5.


Tangible fixed assets





Computer equipment

£



Cost


At 1 January 2023
35,775


Additions
13,958



At 31 December 2023

49,733



Depreciation


At 1 January 2023
29,156


Charge for the year
5,840



At 31 December 2023

34,996



Net book value



At 31 December 2023
14,737



At 31 December 2022
6,619


6.


Debtors

2023
2022
£
£


Trade debtors
56,643
194,566

Other debtors
52,633
1,317

Prepayments and accrued income
-
1,875

Tax recoverable
71,757
-

181,033
197,758


Page 10

 

IMPARTNER UK LIMITED

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

7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
11,732
7,136

Amounts owed to group undertakings
6,300,466
4,964,640

Other taxation and social security
71,350
22,262

Other creditors
8,179
-

Accruals and deferred income
515,801
506,020

6,907,528
5,500,058

Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.

8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 - 100) ordinary shares of £0.01 each
1
1



9.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company  in an independently administered fund. The pension cost charge represents contributions payable by the company  to the fund and amounted to £22,347 (2022: £17,207). Contributions totalling £5,147 (2022: £nil) were payable to the fund at the balance sheet date and are included in creditors.


10.


Commitments under operating leases

At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
-
590


11.


Related party transactions

The company has taken advantage of the exemption contained in FRS102 section 33 Related Party disclosures from disclosing transactions with entities which are wholly owned part of the group.  

Page 11

 

IMPARTNER UK LIMITED

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

12.


Parent undertaking

The immediate parent undertaking is Impartner, Inc.

The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Impartner, Inc, whose registered office is at 10897 S River Front Parkway, Suite 500, South Jordan, UT 84095.Copies of these group financial statements are available to the public from its registered office.

The ultimate parent company is Impartner Holdings, Inc., a company incorporated in USA.

In the opinion of the director the ultimate controlling party is Impartner Holdings, Inc.


13.


Auditor's information

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

In their report, the auditor emphasised the following matter without qualifying their report:

Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the company is reliant on financial support from its parent company. While the company has received confirmation that the parent company will provide financial support, the group's management have prepared detailed cashflow forecasts which indicate that adequate funding will remain available to all parts of the group. However, these forecasts are predicated on achieving significant reductions to the group's cost base through a number of cost saving initiatives in order to achieve positive consolidated EBITDA. These circumstances indicate a material uncertainty in respect of the company's going concern position. However, our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's assessment of the Group's ability to continue to adopt the going concern basis of accounting included reviewing post year end management accounts and forecasts.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

The audit report was signed on 18 March 2025 by Thomas Dickinson (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 12