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Registered number: 09938408














CARINA UK HOLDCO LTD.





FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 DECEMBER 2023

 
CARINA UK HOLDCO LTD.
 

COMPANY INFORMATION


Directors
G Czegledy 
J T O'Hagan (resigned 26 March 2025)
S Gandhi (appointed 26 March 2025)




Company secretary
Dentons Secretaries Limited



Registered number
09938408



Registered office
Kestrel Way Kestrel Way
Gorseinon

Swansea

SA4 9WN




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8P





 
CARINA UK HOLDCO LTD.
 

CONTENTS



Page
Directors' responsibilities statement
1
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 7


 
CARINA UK HOLDCO LTD.
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 1

 
CARINA UK HOLDCO LTD.
REGISTERED NUMBER:09938408

BALANCE SHEET
AS AT 31 DECEMBER 2023

31 December
9 June
2023
2023
Note
£
£

Fixed assets
  

Investments
 4 
5,712,746
5,712,746

  
5,712,746
5,712,746

Current assets
  

Debtors: amounts falling due within one year
 5 
1,460,999
-

Cash at bank and in hand
 6 
619
633

  
1,461,618
633

Creditors: amounts falling due within one year
 7 
(3,903,104)
(2,441,926)

Net current liabilities
  
 
 
(2,441,486)
 
 
(2,441,293)

Total assets less current liabilities
  
3,271,260
3,271,453

  

Net assets
  
3,271,260
3,271,453


Capital and reserves
  

Called up share capital 
  
505
505

Profit and loss account
  
3,270,755
3,270,948

  
3,271,260
3,271,453


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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 on 26 May 2025.




................................................
S Gandhi
Director

The notes on pages 4 to 7 form part of these financial statements.

Page 2

 
CARINA UK HOLDCO LTD.
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2022
505
3,302,004
3,302,509



Profit for the period
-
122,944
122,944

Dividends: Equity capital
-
(154,000)
(154,000)



At 10 June 2023
505
3,270,948
3,271,453



Loss for the period
-
(193)
(193)


At 31 December 2023
505
3,270,755
3,271,260


The notes on pages 4 to 7 form part of these financial statements.

Page 3

 
CARINA UK HOLDCO LTD.
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Carina UK Holdco Ltd., is a private company, limited by shares, registered in England and Wales. The company's registered office is Kestrel Qay, Gorseinon, Swansea, Wales, SA4 9WN.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

The directors, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. 
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.6

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.

Page 4

 
CARINA UK HOLDCO LTD.
 

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

2.Accounting policies (continued)

 
2.7

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.8

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).


4.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 10 June 2023
5,712,746



At 31 December 2023
5,712,746





5.


Debtors

31 December
9 June
2023
2023
£
£


Amounts owed by group undertakings
1,460,999
-

1,460,999
-


Page 5

 
CARINA UK HOLDCO LTD.
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Cash and cash equivalents

31 December
2023
£

Cash at bank and in hand
619

619



7.


Creditors: Amounts falling due within one year

31 December
9 June
2023
2023
£
£

Amounts owed to group undertakings
3,903,104
2,440,106

Accruals and deferred income
-
1,820

3,903,104
2,441,926



8.


Related party transactions

The company has taken advantage of Section 1AC.35 of Financial Reporting Standard 102 which allows exemption from disclosure of related party transactions with other group companies.


9.


Post balance sheet events

As part of a group re-organisation, subsequent to the year end Carina UK Holdco aquired the share capital of Ascertra UK Limited, Finglow Limited, Maron Systems Limited, Searoc Group Limited and Tanygraig Limited.


10.


Controlling party

The company's immediate parent company is Vela UK Holdco Ltd., which is registered in England and Wales. The company's registered office is Hanover House, Queen Charlotte Street, Bristol, England, BS1 4EX. 
The utlimate parent company is Constellation Software Canada-UK Holdings Inc, which is incorporated in
Canada. Copies of the published financial statements of Constellation Software Canada-UK Holdings Inc
may be obtained from 20 Adelaide St E Suite, 1200 Toronto, ON, M5C 2T6, Canada.

Page 6

 
CARINA UK HOLDCO LTD.
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Auditor's information

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

The audit report was signed on 29 May 2025 by Graeme Penman (Senior statutory auditor) on behalf of Anderson Anderson & Brown Audit LLP.

In the previous accounting period the directors of the company took advantage of the audit exemption under s477 of the Companies Act. Therefore the prior period financial statements were not subject to audit.

Page 7