Caseware UK (AP4) 2024.0.164 2024.0.164 2024-07-312024-07-312023-08-01falseActivities of other holding companies not elsewhere classifiedfalse122falsetrue 14228682 2023-08-01 2024-07-31 14228682 2022-07-12 2023-07-31 14228682 2024-07-31 14228682 2023-07-31 14228682 c:Director6 2023-08-01 2024-07-31 14228682 d:CurrentFinancialInstruments 2024-07-31 14228682 d:CurrentFinancialInstruments 2023-07-31 14228682 d:CurrentFinancialInstruments d:WithinOneYear 2024-07-31 14228682 d:CurrentFinancialInstruments d:WithinOneYear 2023-07-31 14228682 d:UKTax 2023-08-01 2024-07-31 14228682 d:UKTax 2022-07-12 2023-07-31 14228682 d:ShareCapital 2024-07-31 14228682 d:ShareCapital 2023-07-31 14228682 d:RetainedEarningsAccumulatedLosses 2024-07-31 14228682 d:RetainedEarningsAccumulatedLosses 2023-07-31 14228682 d:RetirementBenefitObligationsDeferredTax 2024-07-31 14228682 d:RetirementBenefitObligationsDeferredTax 2023-07-31 14228682 c:FRS102 2023-08-01 2024-07-31 14228682 c:Audited 2023-08-01 2024-07-31 14228682 c:FullAccounts 2023-08-01 2024-07-31 14228682 c:PrivateLimitedCompanyLtd 2023-08-01 2024-07-31 14228682 c:SmallCompaniesRegimeForAccounts 2023-08-01 2024-07-31 14228682 6 2023-08-01 2024-07-31 14228682 e:PoundSterling 2023-08-01 2024-07-31 iso4217:GBP xbrli:pure

Registered number: 14228682










PANZURA UK LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2024

 
PANZURA UK LIMITED
REGISTERED NUMBER: 14228682

BALANCE SHEET
AS AT 31 JULY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 5 
128
128

Current assets
  

Debtors: amounts falling due within one year
 6 
226,774
1

Cash at bank and in hand
  
33,771
-

  
260,545
1

Creditors: amounts falling due within one year
 7 
(132,395)
(128)

Net current assets/(liabilities)
  
 
 
128,150
 
 
(127)

  

Net assets
  
128,278
1


Capital and reserves
  

Called up share capital 
  
1
1

Profit and loss account
  
128,277
-

  
128,278
1


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 income and retained earnings 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 15 April 2025.




J M Clark
Director

The notes on pages 2 to 8 form part of these financial statements.

Page 1

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

1.


General information

Panzura UK Limited is a private Company limited by shares, incorporated in England and Wales (registered number: 14228682). Its registered office is 5th Floor 167 - 169 Great Portland Street, London, W1W 5PF. The principal activity of the Company throughout the year is that of a holding company.

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

Exemption from preparing consolidated financial statements

The Company and its subsidiary form a group which qualifies as small as set out in section 383 of the Companies Act 2006 and are therefore considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future.
The validity of this assumption relies on the parent company continuing to provide financial support to the Company. It should be noted that the parent company is currently loss making and is continually working to secure investment in order to develop the business, become profitable and generate positive cash flows in the future. The directors are not aware of any factors which would significantly impact the ability of the parent company to secure appropriate funding and confirm management expects to secure the necessary investment to fund operations. 
In addition to the conditions described above, the parent company has an active lawsuit raised against it, for which the outcome and potential financial loss is unknown. The directors are taking the necessary steps to reduce any impact on the group as a whole.
In preparing the financial statements, the directors have taken into consideration all known conditions and events and conclude that the Company is a going concern.

Page 2

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is pound 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.

 
2.5

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.

 
2.6

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.

Page 3

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.


 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 4

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

2.Accounting policies (continued)

 
2.10

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as bank and cash balances, trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the transaction price and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
 
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

2024
2023
£
£

Salaries
2,052,947
-

Social security costs
266,782
-

Pension costs
63,179
-

2,382,908
-


The average monthly number of employees, including directors, during the year was 12 (2023 - 2).

Page 5

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

4.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
45,663
-


Deferred tax


Origination and reversal of timing differences
(2,904)
-


Tax on profit
42,759
-

Factors affecting tax charge for the year/period

There were no factors that affected the tax charge for the year/period which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of25% (2023 - 20.9%).



Factors that may affect future tax charges

There were no factors that may affect future tax charges.


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 August 2023
128



At 31 July 2024
128




Page 6

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
223,870
1

Deferred taxation
2,904
-

226,774
1



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
128
128

Corporation tax
45,663
-

Accruals and deferred income
86,604
-

132,395
128



8.


Deferred taxation




2024


£






Charged to profit or loss
2,904



At end of year
2,904

The deferred tax asset is made up as follows:

2024
2023
£
£


Pension surplus
2,904
-


9.


Pension commitments

The company operates a defined contributions scheme. The assets of the scheme are held seprately 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 £63,179 (2023: £NIL). There were  contributions totalling £26,648 (2023: £NIL) payable to the fund at the balance sheet date.

Page 7

 
PANZURA UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

10.


Related party transactions

The company has taken advantage of the exemption in FRS102 paragraph 33.1A from the disclosure of transactions with entities that are part of the group on the grounds that it is a wholly owned subsidiary, and the consolidated financial statements of the group can be obtained from the registered office.
There were no other transactions which require disclosure. 


11.


Controlling party

The ultimate controlling party is Panzura Holdings LLC, a company based in the United States. Its registered office is 5850 Granite Parkway, Suite 450, Plano, TX, 75024. The results of Panzura UK  Limited are consolidated in the financial statements of Panzura Holdings, LLC.


12.


Auditors' information

The auditors' report on the financial statements for the year ended 31 July 2024 was unqualified.
In their report, the auditors emphasised the following matter without qualifying their report:
Material uncertainty relating to going concern
We draw attention to note 2.3 in the financial statements, which indicates that the company is reliant on support from its parent company and such support is only available if the parent company is able to continually secure approprate investor funding. There is also an ongoing lawsuit against the parent company which may result in financial losses. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 

The audit report was signed on 15 April 2025 by Kirstie Wilson ACA DChA (Senior statutory auditor) on behalf of Shorts.

 
Page 8