Company registration number 03979449 (England and Wales)
NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
118,601
62,488
Tangible assets
5
110,971
121,949
Investments
6
9
9
229,581
184,446
Current assets
Debtors
8
6,906,196
2,672,897
Cash at bank and in hand
160,344
123,964
7,066,540
2,796,861
Creditors: amounts falling due within one year
9
(4,696,903)
(651,387)
Net current assets
2,369,637
2,145,474
Total assets less current liabilities
2,599,218
2,329,920
Provisions for liabilities
10
(39,822)
(24,681)
Net assets
2,559,396
2,305,239
Capital and reserves
Called up share capital
2
2
Profit and loss reserves
2,559,394
2,305,237
Total equity
2,559,396
2,305,239

The directors of the company have elected not to include a copy of the profit and loss account 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 28 July 2025 and are signed on its behalf by:
R O Flint
Director
Company Registration No. 03979449
NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

NoBlue2 Limited (formerly NoBlue Limited) is a private company limited by shares incorporated in England and Wales. The registered office is Units 2/3 H2o Business Park, Lake View Drive, Annesley, Nottingham, United Kingdom, NG15 0HT.

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

NoBlue2 Limited is a wholly owned subsidiary of GoodmanTopco Limited and the results of NoBlue2 Limited are included in the consolidated financial statements of GoodmanTopco Limited which are available from the company's registered office.

1.2
Going concern

The financial position of the company is reflective of the business model of the grouptrue.

 

At the time of approving the financial statements, and with the continued commitment of support across all entities, including this company, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Costs associated with the development of internally generated intangible assets are recognised once:

• The technical feasibility of completing the asset for use or sale has been confirmed;

• There is intention and ability to use or sell the asset;

• Future economic benefits are probable;

• There is certainty regarding the ability to complete the development for use or sale; and

The costs attributable to the development of the asset can be reliably measured.

Amortisation 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:

Development costs
5 years straight line method
Website development
5 years straight line method
1.6
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:

Land and buildings
10 years straight line method
Plant and machinery etc
4-10 years straight line method

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.

1.7
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.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

1.9
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.

1.10
Financial instruments

Financial instruments are recognised in the company's balance sheet 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, 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.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
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.

1.11
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.

1.12
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 profit and loss account 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.

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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.

1.13
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.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.14
Retirement benefits

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

1.15
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.

1.16
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.

1.17

Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

1.19

Exceptional items

Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the company.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
38
62
3
Taxation
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
(135,481)
-
0
Group tax relief
(108,691)
30,765
Total current tax
(244,172)
30,765
NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Taxation
2024
2023
£
£
(Continued)
- 7 -
Deferred tax
Origination and reversal of timing differences
15,141
(158)
Adjustment in respect of prior periods
-
0
8,757
Total deferred tax
15,141
8,599
Total tax (credit)/charge
(229,031)
39,364
4
Intangible fixed assets
Development costs
Website development
Total
£
£
£
Cost
At 1 January 2024
72,347
-
0
72,347
Additions
61,819
8,820
70,639
At 31 December 2024
134,166
8,820
142,986
Amortisation and impairment
At 1 January 2024
9,859
-
0
9,859
Amortisation charged for the year
14,526
-
0
14,526
At 31 December 2024
24,385
-
0
24,385
Carrying amount
At 31 December 2024
109,781
8,820
118,601
At 31 December 2023
62,488
-
0
62,488

All assets are secured by fixed and floating charges relating to a group bank loan facility.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024
31,020
231,833
262,853
Additions
414
16,530
16,944
At 31 December 2024
31,434
248,363
279,797
Depreciation and impairment
At 1 January 2024
3,271
137,633
140,904
Depreciation charged in the year
3,328
24,594
27,922
At 31 December 2024
6,599
162,227
168,826
Carrying amount
At 31 December 2024
24,835
86,136
110,971
At 31 December 2023
27,749
94,200
121,949

All assets are secured by fixed and floating charges relating to a group bank loan facility.

6
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
9
9

All assets are secured by fixed and floating charges relating to a group bank loan facility.

7
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
NoBlue2 SaaS Limited
2/3 H2o Business Park Lake View Drive, Annesley,
Nottingham, NG15 0HT
Ordinary
100.00
-
NoBlue Inc.
300 Delaware Avenue, Suite 210-A, Wilmington, DE
19801, USA
Ordinary
100.00
-
NoBlue Spain SL
Calle Mariano Barbacid, 5, floor 3, Office 12 of
28521 Rivas Vaciamadrid, Madrid, Spain
Ordinary
0
100.00

NoBlue SaaS Limited renamed to NoBlue2 SaaS Limited on 20 March 2025.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,805
21,909
Corporation tax recoverable
135,482
-
0
Amounts owed by group undertakings
3,304,304
2,422,987
Other debtors
3,464,605
228,001
6,906,196
2,672,897

All assets are secured by fixed and floating charges relating to a group bank loan facility.

 

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
19,252
26,526
Amounts owed to group undertakings
4,320,861
371,587
Taxation and social security
76,606
73,984
Other creditors
280,184
179,290
4,696,903
651,387

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

10
Provisions for liabilities
2024
2023
£
£
Deferred tax liabilities
39,822
24,681
11
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.

Senior Statutory Auditor:
Claire Clift
Statutory Auditor:
Azets Audit Services
12
Financial commitments, guarantees and contingent liabilities

As at 31 December 2024, the company had total guarantees and commitments of £10,181,377 (2023: £10,151,076) in respect of group companies and £18,151 (2023: £62,737) in respect of operating lease commitments.

NOBLUE2 LIMITED (FORMERLY NOBLUE LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
13
Directors' transactions

During the prior year, dividends totalling £118,075 were paid in respect of shares held by certain directors.

14
Parent company

FPE Capital LLP is the company's ultimate controlling party, a limited liability partnership whose registered office is 2nd Floor 7 Swallow Street, London, England, W1B 4DE.

 

Goodman Bidco Limited is the company's immediate parent company, whose registered address is 2/3 H2o Business Park Lake View Drive, Annesley, Nottingham, NG15 0HT.

 

The smallest and largest group of which the company is a member and for which group accounts are prepared is headed up by Goodman Topco Limited, whose registered address is 2/3 H2o Business Park Lake View Drive, Annesley, Nottingham, NG15 0HT.

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