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Registered number: 06906225 (England and Wales)














LUMIVERO UK LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023


 
LUMIVERO UK LIMITED
 

 
COMPANY INFORMATION


Director
G Morrison 




Registered number
06906225



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited






 
LUMIVERO UK LIMITED
 


CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 9



 
LUMIVERO UK LIMITED
REGISTERED NUMBER:06906225


BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
30 June
2023
2022
Note
£
£

Fixed assets
  

Tangible fixed assets
 4 
1,899
3,368

  
1,899
3,368

Current assets
  

Debtors: amounts falling due within one year
 5 
5,633,492
1,222,541

Cash at bank and in hand
  
3,461,147
4,138,128

  
9,094,639
5,360,669

Creditors: amounts falling due within one year
 6 
(10,114,902)
(7,041,906)

Net current liabilities
  
 
 
(1,020,263)
 
 
(1,681,237)

Total assets less current liabilities
  
(1,018,364)
(1,677,869)

  

Net liabilities
  
(1,018,364)
(1,677,869)


Capital and reserves
  

Called up share capital 
 7 
-
-

Profit and loss account
 
(1,018,364)
(1,677,869)

  
(1,018,364)
(1,677,869)


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 by: 


G Morrison
Director

Date: 8 April 2025

The notes on pages 3 to 9 form part of these financial statements.

Page 1


 
LUMIVERO UK LIMITED
 


STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Capital contribution reserve
Profit and loss account
Total equity

£
£
£


At 1 July 2021
30,321
(1,584,269)
(1,553,948)


Comprehensive income for the year

Profit for the year
-
257,452
257,452

Cancellation of equity settled share based payment scheme
-
(401,587)
(401,587)

Acceleration of cancelled equity settled share based payment scheme
20,214
-
20,214

Transfer capital contribution reserve to retained earnings
(50,535)
50,535
-



At 1 July 2022
-
(1,677,869)
(1,677,869)


Comprehensive income for the period

Profit for the period
-
659,505
659,505


At 31 December 2023
-
(1,018,364)
(1,018,364)


Page 2


 
LUMIVERO UK LIMITED
 

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

1.Accounting policies

 
1.1

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:

  
1.2

Going concern

The Company has generated a profit during the period. As at 31 December 2023, the Company is in a net liability position largely due to the intercompany balance arising from the transfer pricing arrangement with the parent company, Lumivero, LLC. As such, the Company is reliant on ongoing support from the parent company to be able to deliver services to customers. 
Lumivero UK Limited has received written confirmation from Lumivero, LLC, that it will continue to provide financial support to the Company for a  period of at least 12 months from the date of signing these financial statements. In assessing the Company's ability to continue as a going concern the director has considered the Company forecasts and has concluded that there will be sufficient working capital for at least 12 months from the date of approval of these financial statements. For this reason, the director continues to adopt the going concern basis in preparing the financial statements.

 
1.3

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 .

Page 3


 
LUMIVERO UK LIMITED
 

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

1.Accounting policies (continued)

 
1.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover 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 turnover 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.

The Company sells cloud-based products hosted by the Company, the subscription contracts for which are generally for service periods ranging from 1 to 36 months. Subscription turnover is recognised upon delivery of the services on a monthly basis, once the performance obligations are met. 
The Company also provides perpetual licences for on-premises software. Turnover is recognised in full once the licence key is issued as all performance obligations are complete on delivery. 
The Company also sells enterprise licence agreements and on-premises subscription software maintenance products and training and support packages, which are recognised as follows:

Commercial or academic licences are on-premises licences where the Company retains no further obligation to the customer. These are recognised in full on delivery of the product licence to the customer;

Maintenance and support services are provided over the term of the licence, in most cases these are indistinguishable from the licences which are issued. The Company has adopted an approach in accordance with paragraph 23A.19 of FRS 102, which defers an identifiable amount for the services over the term of the license. The maintenance and support revenue is recognised over the term of the licence;

Training or consultancy packages are offered to end users and revenue is recognised as the course is delivered to customers.

  
1.5

Transfer pricing charge

The transfer pricing charge is expensed to the profit or loss whereby any excess profits over and above the target operating profit margin of 3% are remitted to the Group. 

Page 4


 
LUMIVERO UK LIMITED
 

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

1.Accounting policies (continued)

 
1.6

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.

 
1.7

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.

 
1.8

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.

 
1.9

Taxation

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.


 
1.10

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.

Page 5


 
LUMIVERO UK LIMITED
 

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

1.Accounting policies (continued)


1.10
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
-
3 years

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.

 
1.11

Debtors

Short term debtors are measured at the transaction price. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

  
1.12

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

 
1.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.


2.


Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2023 was unqualified.

The audit report was signed on 17 April 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services Limited.


3.


Employees

The average monthly number of employees during the period was 10 (2022 - 4).

Page 6


 
LUMIVERO UK LIMITED
 

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

4.


Tangible fixed assets







Computer equipment

£



Cost or valuation


At 1 July 2022
37,381


Additions
2,208


Disposals
(37,382)



At 31 December 2023

2,207



Depreciation


At 1 July 2022
34,014


Charge for the period on owned assets
308


Disposals
(34,014)



At 31 December 2023

308



Net book value



At 31 December 2023
1,899



At 30 June 2022
3,368

Page 7


 
LUMIVERO UK LIMITED
 

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

5.


Debtors

31 December
30 June
2023
2022
£
£


Trade debtors
2,766,701
1,081,584

Amounts owed by group undertakings
965,101
-

Other debtors
150,724
108,702

Prepayments and accrued income
1,750,966
32,255

5,633,492
1,222,541



6.


Creditors: Amounts falling due within one year

31 December
30 June
2023
2022
£
£

Trade creditors
14,380
40,849

Amounts owed to group undertakings
8,391,048
5,857,612

Corporation tax
41,182
-

Other taxation and social security
347,500
420,228

Other creditors
700
30,679

Accruals and deferred income
1,320,092
692,538

10,114,902
7,041,906



7.


Share capital

31 December
30 June
2023
2022
£
£
Allotted, called up and fully paid



2 (2022 - 1) Ordinary shares of £0.01 each
-
-


Page 8


 
LUMIVERO UK LIMITED
 

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

8.


Capital contribution reserve

In June 2022, the Lumivero Group was acquired by TA Associates which triggered acceleration of all share options and these were cash settled as part of the transaction. An expense equivalent to the fair value of the share options granted net of the expense recognised in 2021, had been recognised in the prior year profit and loss account with a corresponding amount being recognised in the capital contribution reserve.
Management have confirmed that no current UK employees are included in the current parent company equity compensation plan during the current period.


9.


Business combinations

The net assets of Palisade Europe UK Limited were transferred at their book value as at 1 January 2023, £1,919,022, which was added to the intercompany trading balance with the parent.


10.


Controlling party

Lumivero, LLC is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 200 Middlefield Road, Suite 201, Menlo Park, CA 94025. 


11.


Post balance sheet events

There are no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 9