Company Registration No. 11439121 (England and Wales)
Critigen U.K. Limited
Financial statements
for the 18 month period ended 30 June 2024
Pages for filing with the registrar
Critigen U.K. Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
Critigen U.K. Limited
Statement of financial position
As at 30 June 2024
30 June 2024
1
2024
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
-
0
1,824
Current assets
Debtors
6
1,901,309
1,232,966
Cash at bank and in hand
47,922
325,655
1,949,231
1,558,621
Creditors: amounts falling due within one year
7
(1,065,040)
(808,997)
Net current assets
884,191
749,624
Total assets less current liabilities
884,191
751,448
Capital and reserves
Called up share capital
8
100
100
Capital contribution
3,227,045
3,227,045
Profit and loss reserves
(2,342,954)
(2,475,697)
Total equity
884,191
751,448

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 26 March 2025 and are signed on its behalf by:
M J Housby
Director
Company Registration No. 11439121
Critigen U.K. Limited
Statement of changes in equity
For the 18 month period ended 30 June 2024
2
Share capital
Capital contribution
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
100
3,227,045
(2,481,477)
745,668
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
5,780
5,780
Balance at 31 December 2022
100
3,227,045
(2,475,697)
751,448
Period ended 30 June 2024:
Profit and total comprehensive income for the period
-
-
132,743
132,743
Balance at 30 June 2024
100
3,227,045
(2,342,954)
884,191
Critigen U.K. Limited
Notes to the financial statements
For the 18 month period ended 30 June 2024
3
1
Accounting policies
Company information

Critigen U.K. Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Fleet Place, London, EC4M 7WS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

On 8 December 2023 the company was acquired with the intention of transferring the companies trade and assets and liquidating the company by June 2025. On that basis, these financial statements have been prepared on a basis other than going concern. The presentation of the financial statements on a basis other than going concern has no notable differences to the presentation of the current results on a going concern basis.

1.3
Reporting period

The current financial period comprises of the 18 month period ended 30 June 2024 and is not directly comparable to the prior year ended 31 December 2022. The current period is a longer period of account to make it co-terminus with the new group.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Critigen U.K. Limited
Notes to the financial statements (continued)
For the 18 month period ended 30 June 2024
1
Accounting policies (continued)
4

The company earns revenues from different types of services under a variety of different types of contracts. The company evaluates each contractual arrangement to determine how to recognise revenues and works mainly with government, utilities, clean energy and transportation industries. The company earns revenue from two main revenue streams being consulting services and software licences, which is sold on a perpetual (on-premise) and non-perpetual basis (cloud service).

 

Revenue is recognised upon transfer of control of promised software licences or services to customers. To determine revenue recognition the company performs the following five steps:

- identify the contract(s) with a customer

- Identify the performance obligations in the contract

- Determine the transaction price

- Allocate the transaction price to the performance obligations in the contract

- recognise revenue when (or as) the company satisfies a performance obligation

 

For the consulting service revenue stream, the company enters into fixed fee or time and material based contracts to provide services for software application upgrades for software and integration, which are generally recognised over time as the customer simultaneously receives and consumes the benefit of the service provided. Revenue from contracts for consulting services, including those that are fixed-fee, are recognised using a proportional performance method as services are performed and amounts are earned. In such contracts, the company's efforts, measured by time incurred, typically represent the contractual milestones or output measures, which is the contractual earnings pattern. Revenue on time-and-material contracts is recognised based on the actual labour hours performed at the contracted billable rates and costs incurred on behalf of the customer.

The company also generates revenue from certain fixed-price contracts for software implementation services, including design and modification, for which specifications are provided by the customer. The scope of the work is usually defined in terms of overall deliverables, and the revenue for such work is ultimately earned by achieving the deliverables. The company considers the performance of service towards the planned deliverable as partial execution of the deliverable; hence, the revenue generated from such fixed-price contracts is recognised using a measure of progress based on the estimated costs incurred compared to what has actually been incurred. This method of accounting relies on estimates of total expected contract revenue and cost.

 

For contracts with software licences that are cloud services, which allow customers to access hosted software over the contract period without taking possession of the software, are provided on a subscription basis. Revenue related to software licences are recognised ratably over the contract period. When these cloud services require a significant level of integration with an existing software and the individual components are no longer distinct, the integration service and cloud service are combined into once performance obligation and recognised ratably over the contract period.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
Straight line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Critigen U.K. Limited
Notes to the financial statements (continued)
For the 18 month period ended 30 June 2024
1
Accounting policies (continued)
5
1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Critigen U.K. Limited
Notes to the financial statements (continued)
For the 18 month period ended 30 June 2024
1
Accounting policies (continued)
6
Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including 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. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Critigen U.K. Limited
Notes to the financial statements (continued)
For the 18 month period ended 30 June 2024
1
Accounting policies (continued)
7
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critigen U.K. Limited
Notes to the financial statements (continued)
For the 18 month period ended 30 June 2024
9
6
Debtors
2024
2022
Amounts falling due within one year:
£
£
Trade debtors
1,018,268
272,630
Amounts owed by group undertakings
772,730
586,411
Other debtors
110,311
373,925
1,901,309
1,232,966
7
Creditors: amounts falling due within one year
2024
2022
£
£
Trade creditors
58,902
42,161
Amounts owed to group undertakings
-
0
446,006
Corporation tax
44,913
-
0
Other taxation and social security
235,333
104,695
Other creditors
725,892
216,135
1,065,040
808,997
8
Called up share capital
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Emphasis of matter

We draw attention to Note 1.2 to the financial statements which explains that a sale of the trade and assets of the entity took place after the year end and therefore the directors do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Sheryl Davis
Statutory Auditors:
Saffery LLP
Date of audit report:
26 March 2025
Critigen U.K. Limited
Notes to the financial statements (continued)
For the 18 month period ended 30 June 2024
10
10
Related party transactions

The company has taken advantage of the exemption available under Section 33 of the Financial Reporting Standard 102 not to disclose transactions with other members of the group.

11
Parent company

The immediate parent company is Critigen LLC, a corporate body established in the USA. The registered office of the parent company is 8400 E. Crescent Parkway, Suite 600, Greenwood Village, CO 80111-2842.

 

The company’s ultimate parent company is TRC Companies, Inc. (US), a corporate body established in the USA. The registered office of the ultimate parent company is 2087 E. 71st Street, Tulsa, OK. 74136.

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