Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31falsefalsetruefalse1572024-01-01No description of principal activity176false 05887016 2024-01-01 2024-12-31 05887016 2023-01-01 2023-12-31 05887016 2024-12-31 05887016 2023-12-31 05887016 2023-01-01 05887016 1 2024-01-01 2024-12-31 05887016 1 2023-01-01 2023-12-31 05887016 2 2024-01-01 2024-12-31 05887016 2 2023-01-01 2023-12-31 05887016 5 2024-01-01 2024-12-31 05887016 5 2023-01-01 2023-12-31 05887016 1 2024-01-01 2024-12-31 05887016 e:CompanySecretary1 2024-01-01 2024-12-31 05887016 e:Director1 2024-01-01 2024-12-31 05887016 e:RegisteredOffice 2024-01-01 2024-12-31 05887016 d:ComputerEquipment 2024-01-01 2024-12-31 05887016 d:ComputerEquipment 2024-12-31 05887016 d:ComputerEquipment 2023-12-31 05887016 d:ComputerEquipment d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 05887016 d:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 05887016 d:Goodwill 2024-01-01 2024-12-31 05887016 d:Goodwill 2024-12-31 05887016 d:Goodwill 2023-12-31 05887016 d:ComputerSoftware 2024-01-01 2024-12-31 05887016 d:ComputerSoftware 2024-12-31 05887016 d:ComputerSoftware 2023-12-31 05887016 d:OtherResidualIntangibleAssets 2024-01-01 2024-12-31 05887016 d:CurrentFinancialInstruments 2024-12-31 05887016 d:CurrentFinancialInstruments 2023-12-31 05887016 d:Non-currentFinancialInstruments 2024-12-31 05887016 d:Non-currentFinancialInstruments 2023-12-31 05887016 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 05887016 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 05887016 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 05887016 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 05887016 d:ReportableOperatingSegment1 2024-01-01 2024-12-31 05887016 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 05887016 d:ReportableOperatingSegment2 2024-01-01 2024-12-31 05887016 d:ReportableOperatingSegment2 2023-01-01 2023-12-31 05887016 d:ReportableOperatingSegment3 2024-01-01 2024-12-31 05887016 d:ReportableOperatingSegment3 2023-01-01 2023-12-31 05887016 d:ReportableOperatingSegment4 2024-01-01 2024-12-31 05887016 d:ReportableOperatingSegment4 2023-01-01 2023-12-31 05887016 d:ReportableOperatingSegment5 2024-01-01 2024-12-31 05887016 d:ReportableOperatingSegment5 2023-01-01 2023-12-31 05887016 d:ReportableOperatingSegment7 2024-01-01 2024-12-31 05887016 d:ReportableOperatingSegment7 2023-01-01 2023-12-31 05887016 f:UnitedKingdom 2024-01-01 2024-12-31 05887016 f:UnitedKingdom 2023-01-01 2023-12-31 05887016 f:RestWorldOutsideUK 2024-01-01 2024-12-31 05887016 f:RestWorldOutsideUK 2023-01-01 2023-12-31 05887016 d:UKTax 2024-01-01 2024-12-31 05887016 d:UKTax 2023-01-01 2023-12-31 05887016 d:ShareCapital 2024-01-01 2024-12-31 05887016 d:ShareCapital 2024-12-31 05887016 d:ShareCapital 2023-01-01 2023-12-31 05887016 d:ShareCapital 2023-12-31 05887016 d:ShareCapital 2023-01-01 05887016 d:SharePremium 2024-01-01 2024-12-31 05887016 d:SharePremium 2024-12-31 05887016 d:SharePremium 2 2024-01-01 2024-12-31 05887016 d:SharePremium 2023-01-01 2023-12-31 05887016 d:SharePremium 2023-12-31 05887016 d:SharePremium 2023-01-01 05887016 d:SharePremium 2 2023-01-01 2023-12-31 05887016 d:OtherMiscellaneousReserve 2024-01-01 2024-12-31 05887016 d:OtherMiscellaneousReserve 2024-12-31 05887016 d:OtherMiscellaneousReserve 2 2024-01-01 2024-12-31 05887016 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 05887016 d:OtherMiscellaneousReserve 2023-12-31 05887016 d:OtherMiscellaneousReserve 2023-01-01 05887016 d:OtherMiscellaneousReserve 2 2023-01-01 2023-12-31 05887016 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 05887016 d:RetainedEarningsAccumulatedLosses 2024-12-31 05887016 d:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 05887016 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 05887016 d:RetainedEarningsAccumulatedLosses 2023-12-31 05887016 d:RetainedEarningsAccumulatedLosses 2023-01-01 05887016 d:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 05887016 d:TaxLossesCarry-forwardsDeferredTax 2024-12-31 05887016 d:TaxLossesCarry-forwardsDeferredTax 2023-12-31 05887016 e:OrdinaryShareClass1 2024-01-01 2024-12-31 05887016 e:OrdinaryShareClass1 2024-12-31 05887016 e:OrdinaryShareClass1 2023-12-31 05887016 e:FRS102 2024-01-01 2024-12-31 05887016 e:Audited 2024-01-01 2024-12-31 05887016 e:FullAccounts 2024-01-01 2024-12-31 05887016 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 05887016 d:Subsidiary2 2024-01-01 2024-12-31 05887016 d:Subsidiary2 1 2024-01-01 2024-12-31 05887016 d:Subsidiary4 2024-01-01 2024-12-31 05887016 d:Subsidiary4 1 2024-01-01 2024-12-31 05887016 d:Subsidiary8 2024-01-01 2024-12-31 05887016 d:Subsidiary8 1 2024-01-01 2024-12-31 05887016 d:Subsidiary9 2024-01-01 2024-12-31 05887016 d:Subsidiary9 1 2024-01-01 2024-12-31 05887016 d:Subsidiary10 2024-01-01 2024-12-31 05887016 d:Subsidiary10 1 2024-01-01 2024-12-31 05887016 d:Subsidiary11 2024-01-01 2024-12-31 05887016 d:Subsidiary11 1 2024-01-01 2024-12-31 05887016 d:Subsidiary12 2024-01-01 2024-12-31 05887016 d:Subsidiary12 1 2024-01-01 2024-12-31 05887016 d:WithinOneYear 2024-12-31 05887016 d:WithinOneYear 2023-12-31 05887016 d:BetweenOneFiveYears 2024-12-31 05887016 d:BetweenOneFiveYears 2023-12-31 05887016 6 2024-01-01 2024-12-31 05887016 d:ShareCapital 2 2024-01-01 2024-12-31 05887016 d:ShareCapital 2 2023-01-01 2023-12-31 05887016 d:Goodwill d:OwnedIntangibleAssets 2024-01-01 2024-12-31 05887016 d:ComputerSoftware d:OwnedIntangibleAssets 2024-01-01 2024-12-31 05887016 g:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure


Registered number: 05887016












UPLAND SOFTWARE UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 

UPLAND SOFTWARE UK LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Director's report
 
4
Director's responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 32


 

UPLAND SOFTWARE UK LIMITED
 
COMPANY INFORMATION


Director
J T McDonald 




Company secretary
M Hill



Registered number
05887016



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




1 -

 

UPLAND SOFTWARE UK LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2024. Since the trade and asset purchases of its UK subsidiaries at the end of 2022 the principal activity of the company is to provide a number of SaaS products globally. These include business to business customer experience software, enterprise marketing cloud solutions as well as others. It also continues to provide sales and marketing support services to its parent company Upland Software Inc. in the United States of America.

Business review
 
The results for the year and the financial position at the year-end were considered satisfactory by the directors, with the company continuing to provide support to the group.
As with the prior year, each individual product for 2024 was operating at a profit with the overall business still providing support to the wider group. The loss before tax is caused by the impairment arising from the sale of Altify and Rant & Rave products in March and April 2025 respectively. The sales of these products resulted in impairment charges mentioned in notes 12 and 14. Following these divestments the business continues to provide the remaining SaaS products in its portfolio as normal, as well as provide support to its parent company.

Principal risks and uncertainties
 
Operating risk
Employees are the company's key asset. The company's success relies on recruiting, retaining and motivating talented employees. The company has appropriate remuneration and staff engagement/development policies to mitigate this risk.
Business environment and market risks
The company's and group's revenues are concentrated in the software industry, which is highly competitive and undergoing change. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the company's operations. The group continues to invest in its service provision to mitigate their risks.
Liquidity risk
The director monitors liquid resources on an ongoing basis to ensure the operating needs of the business are met.

Financial key performance indicators
 
The key performance indicators for the company are :
 
Revenue
Profit before tax

The results of the company are set out on page 10 and show revenue recognised in the year to 31 December 2024 of £29,911,499 (2023: £31,267,577) and loss before tax of £67,080,090 (2023: profit of £21,759,997).

Other key performance indicators
 
The directors are committed to promoting the health, safety and welfare of the staff at the company's premises. 
The directors are mindful of the environment and have adopted responsible policies to maximise reuse and recycling. 

2 -

 

UPLAND SOFTWARE UK LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


This report was approved by the board and signed on its behalf.



J T McDonald
Director

Date: 31 July 2025

3 -

 

UPLAND SOFTWARE UK LIMITED

DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Results and dividends

The loss for the year, after taxation, amounted to £67,550,265 (2023 - profit £21,732,899).

The directors do not recommend a dividend.

Director

The director who served during the year was:

J T McDonald 

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

The director at the time when this director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the company's auditor is unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

On 16 January 2025 the company incorporated a new subsidiary, Altify UK Limited. On 7 March 2025 the trade, assets and liabilities relating to the Altify software UK operations were transferred into this subsidiary. On the same day the subsidiary was disposed of.
On 11 April 2025 the company incorporated a new subsidiary, Rant & Rave UK Ltd. On 25 April 2025 the trade, assets and liabilities relating to the Rant & Rave software UK operations were transferred into this subsidiary. On the same day the subsidiary was disposed of.
The company reviewed the proceeds against the carrying value of the two software products, which resulted in the impairment charges booked as seen in notes 12 and 14.

This report was approved by the board and signed on its behalf.
 





J T McDonald
Director

Date: 31 July 2025

4 -

 

UPLAND SOFTWARE UK LIMITED
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director is responsible for preparing the strategic report, the director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is 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.

5 -

 

UPLAND SOFTWARE UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPLAND SOFTWARE UK LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2024

Opinion


We have audited the financial statements of Upland Software UK Limited (the 'company') for the year ended 31 December 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes to the financial statements, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


6 -

 

UPLAND SOFTWARE UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPLAND SOFTWARE UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the director's responsibilities statement set out on page 5, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.


7 -

 

UPLAND SOFTWARE UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPLAND SOFTWARE UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the software industry;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
reviewed the nominal ledger to identify unusual transactions including testing a sample of journals;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with relevant regulators.
8 -

 

UPLAND SOFTWARE UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPLAND SOFTWARE UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Thomas Dickinson (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
4 August 2025
9 -

 

UPLAND SOFTWARE UK LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
29,911,499
31,267,577

Cost of sales
  
(9,861,493)
(10,047,789)

Gross profit
  
20,050,006
21,219,788

Administrative expenses
  
(27,116,462)
(28,183,121)

Other operating income
 5 
194,674
231,324

Operating loss
 6 
(6,871,782)
(6,732,009)

Income from shares in group undertakings
 8 
29,666,316
30,630,239

Amounts written off investments
 8 
(86,753,640)
-

Interest receivable and similar income
 9 
395,935
3,324,522

Interest payable and similar expenses
 10 
(3,516,919)
(5,462,755)

(Loss)/profit before tax
  
(67,080,090)
21,759,997

Tax on (loss)/profit
 11 
(470,175)
(27,098)

(Loss)/profit for the financial year
  
(67,550,265)
21,732,899

There are no items of other comprehensive income for either the year or the prior year other than the profit/(loss) for the year. Accordingly, no other statement of other comprehensive income has been presented. 

10 -


 
REGISTERED NUMBER:05887016
UPLAND SOFTWARE UK LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible fixed assets
 12 
26,280,577
48,576,645

Tangible fixed assets
 13 
92,903
59,795

Investments
 14 
23,410,074
97,746,692

  
49,783,554
146,383,132

Current assets
  

Debtors: amounts falling due after more than one year
 15 
60,256
83,025

Debtors: amounts falling due within one year
 15 
6,609,126
13,614,491

Cash at bank and in hand
 16 
5,782,045
7,329,328

  
12,451,427
21,026,844

Creditors: amounts falling due within one year
 17 
(50,489,979)
(88,176,098)

Net current liabilities
  
 
 
(38,038,552)
 
 
(67,149,254)

Total assets less current liabilities
  
11,745,002
79,233,878

Creditors: amounts falling due after more than one year
 18 
(366,927)
(494,211)

  

Net assets
  
11,378,075
78,739,667


Capital and reserves
  

Called up share capital 
 20 
1,101
1,101

Share premium account
 21 
25,302,314
25,302,314

Other reserves
 21 
131,414,360
131,414,360

Profit and loss account
 21 
(145,339,700)
(77,978,108)

Total equity
  
11,378,075
78,739,667


The financial statements were approved and authorised for issue by the board and were signed on its behalf: 




J T McDonald
Director

Date: 31 July 2025

The notes on pages 13 to 32 form part of these financial statements.

11 -

 

UPLAND SOFTWARE UK LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
1,101
25,302,314
131,414,360
(100,179,727)
56,538,048


Comprehensive income for the year

Profit for the year
-
-
-
21,732,899
21,732,899
Total comprehensive income for the year
-
-
-
21,732,899
21,732,899


Contributions by and distributions to owners

Share based payment movement
-
-
-
468,720
468,720


Total transactions with owners
-
-
-
468,720
468,720



At 1 January 2024
1,101
25,302,314
131,414,360
(77,978,108)
78,739,667


Comprehensive income for the year

Loss for the year
-
-
-
(67,550,265)
(67,550,265)
Total comprehensive income for the year
-
-
-
(67,550,265)
(67,550,265)


Contributions by and distributions to owners

Share based payment movement
-
-
-
188,673
188,673


Total transactions with owners
-
-
-
188,673
188,673


At 31 December 2024
1,101
25,302,314
131,414,360
(145,339,700)
11,378,075


The notes on pages 13 to 32 form part of these financial statements.

12 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Upland Software UK Limited provides SaaS products and also provides sales and marketing support services to its parent company.
The company is a private company limited by shares incorporated in England and Wales. Its registered office address is 16 Great Queen Street, Covent Garden, London, WC2B 5AH and principal place of business is Raving Towers, Millburn Hill Road, Coventry, CV4 7HS.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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 company was, at the end of the year, a wholly-owned subsidiary of Upland Software Inc., a company incorporated in the United States of America, whose registered office address is Las Cimas IV 900 S. Capital of Texas Highway, Suite 300, Austin, Texas, 78746, United States of America. In accordance with the exemption given in Section 401 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
 
Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
Section 26 Share based payments (disclosure of share based payments);
Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel
compensation).

The company is included in the consolidated financial statements of Upland Software Inc. for the year
ended 31 December 2024 and these financial statements may be obtained from
https://investor.uplandsoftware .com/

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.Financial assets

13 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Revenue

Revenue from contracts to provide sales and marketing services to the parent company is recognised in the period in which the services are provided. Revenue is recognised to the extent that is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax.

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.

The company recognises service revenue when the service has been performed. Minimum monthly usage revenue is recognised over the period of the contract, with any additional usage being recognised in the period it is being used and invoiced in arrears.
Payments in advance are held as deferred income and released over the period of as the service is delivered.

 
2.4

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and similar income or interest payable and similar expenses'. All other foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.

14 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
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.

 
2.7

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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.

15 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.

Goodwill arising on group reorganisations

Following the acquisition of certain subsidiary undertakings, the trade, assets and liabilities of those subsidiary undertakings are transferred to the company at their book value which is less than their fair value. The company's investment in such subsidiary undertakings represents the underlying fair value of their net assets and goodwill at the date of acqusition. As a result of the transfers the value of the company's investment in subsidiary undertakings fall below the amount stated in the accounting records. Accordingly an amount representing the goodwill that arose on the original acquisition is re-allocated from investments to goodwill.

Subsequent to the transfer, goodwill is measured at cost less accumulated amortisation and impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

16 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.9
Intangible assets (continued)

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years
Computer software
-
3
years

 
2.10

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.

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
Computer equipment on finance lease
-
4 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.

 
2.11

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

17 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.13

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

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. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

18 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)




Financial instruments (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
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.

 
2.14

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.

  
2.15

Share capital

Ordinary shares are classified as equity.

19 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described in note 2, the only key judgements made by the director are:
Impairment of investments and goodwill
In preparing these financial statements, the director has exercised judgement in determining whether there are indicators of impairment of the company's investments and goodwill. Factors taken into consideration in reaching such a decision include the expected future financial performance of the subsidiaries and software products and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. The carrying value of the goodwill and investments are detailed in notes 12 and 14 and the impairments in the year are detailed in note 8.
Useful economic life and amortisation of goodwill
Goodwill is amortised over its estimated useful economic life. Future results are impacted by the amortisation periods adopted and, potentially, any differences between estimated and actual circumstances related to individual intangible assets.
Share based payments
The company participates in an equity settled share based payment arrangement in which share options in its parent company are issued to employees of the company. The fair value determined at the grant date is expensed on a straight line basis over the vesting period. The fair value is calculated using the appropriate fair value model with the estimated level of vesting be reviewed annually by management.
Deferral of sales commissions
Certain employees receive commissions dependent on the level of new sales contracts won. As no guidance on the accounting treatment for such costs is provided by UK accounting standards (FRS 102), the company has utilised Sections 10.4 and 10.6 of FRS 102 which state that management are allowed to consider the guidance in EU adopted IFRS in determining the accounting policy for such costs. The costs are considered to meet the criteria set out in IFRS 15 "Revenue recognition" for recognition of an asset from the costs incurred to fulfil a contract and as such have been deferred and are released to the profit and loss account over the estimated life of the sales contracts. Management have estimated the average length of sales contracts to be 18 months. The level of deferred commissions at the year end was £631,936 (2023: £921,674).

20 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

2024
2023
£
£

License fees
161,099
331,084

Maintenence fees
1,604,854
1,430,956

Subscription fees
19,543,784
20,735,634

Professional services
623,963
651,064

Usage fees
1,210,712
1,710,185

Sales to group companies
6,767,087
6,408,654

29,911,499
31,267,577


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
19,906,546
21,093,090

Rest of the world
10,004,953
10,174,487

29,911,499
31,267,577



5.


Other operating income

2024
2023
£
£

Research and development tax credits
194,674
231,324

194,674
231,324



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
47,142
259,653

Depreciation on tangible fixed assets
53,204
66,672

Amortisation - intangible fixed assets
9,879,046
10,791,325

Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements
70,794
149,025

Fees payable to the company's auditor and its associates for non-audit services
91,630
93,526

21 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Employees

2024
2023
£
£

Wages and salaries
11,469,759
11,092,393

Social security costs
1,309,726
1,128,783

Cost of defined contribution scheme
565,342
521,076

13,344,827
12,742,252


The average monthly number of employees, including the director, during the year was as follows:


        2024
        2023
            No.
            No.







Sales employees
156
167



Finance
-
8



Director
1
1

157
176

Director's remuneration is borne by a fellow group company.


8.


Income from investments and similar charges

2024
2023
£
£

Income from investments in group companies
29,666,316
30,630,239

Impairment charge - goodwill
(12,417,022)
-

Impairment charge - investment in subsidiaries
(74,336,618)
-

57,087,324
(30,630,239)






Subsequent to the year-end, the company disposed of the Altify and Rapide Communications software operations, leading to the above impairment charges against the associated goodwill and investment balances.

22 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Interest receivable and similar income

2024
2023
£
£


Bank interest receivable
395,935
59,894

Foreign exchange gains on financing transactions
-
3,264,628

395,935
3,324,522


10.


Interest payable and similar expenses

2024
2023
£
£


Foreign exchange losses on financing transactions
57,585
-

Loans from group undertakings
3,459,334
5,462,755

3,516,919
5,462,755


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
48,175
27,098


48,175
27,098


Total current tax
48,175
27,098

Deferred tax


Origination and reversal of timing differences
422,000
-

Total deferred tax
422,000
-


470,175
27,098
23 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

2024
2023
£
£


(Loss)/profit on ordinary activities before tax
(67,080,090)
21,759,997


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
(16,770,023)
5,113,599

Effects of:


Expenses not deductible for tax purposes
24,596,223
2,657,242

Short-term timing differences
(342)
5,887

Non-taxable income
(7,416,579)
(7,198,106)

Unrelieved tax losses carried forward
(253,203)
(1,163,215)

Share scheme deductions
49,772
(17,581)

Corporate interest restriction
264,327
707,829

Group relief
-
(78,557)

Total tax charge for the year
470,175
27,098


Factors that may affect future tax charges

The company has estimated losses of £19,396,268 (2023: £22,188,000) available for carry forward against future profits.
There is a potential deferred tax asset of approximately £4,849,000 (2023: £5,547,000) which has not been recognised in the financial statements due to the uncertainty concerning the timescale as to its recovery. It is anticipated that the deferred tax asset will be recovered when the company makes sufficient taxable profits.

24 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Intangible assets




Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2024
1,291
59,367,970
59,369,261



At 31 December 2024

1,291
59,367,970
59,369,261



Amortisation


At 1 January 2024
1,291
10,791,325
10,792,616


Charge for the year on owned assets
-
9,879,046
9,879,046


Impairment charge
-
12,417,022
12,417,022



At 31 December 2024

1,291
33,087,393
33,088,684



Net book value



At 31 December 2024
-
26,280,577
26,280,577



At 31 December 2023
-
48,576,645
48,576,645



25 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Computer equipment

£



Cost


At 1 January 2024
111,268


Additions
86,312



At 31 December 2024

197,580



Depreciation


At 1 January 2024
51,473


Charge for the year on owned assets
53,204



At 31 December 2024

104,677



Net book value



At 31 December 2024
92,903



At 31 December 2023
59,795

26 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2024
179,949,922


Disposals
(42,413,105)



At 31 December 2024

137,536,817



Impairment


At 1 January 2024
82,203,230


Charge for the period
74,336,618


Impairment on disposals
(42,413,105)



At 31 December 2024

114,126,743



Net book value



At 31 December 2024
23,410,074



At 31 December 2023
97,746,692

27 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024



The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Upland Software Ireland Ltd (formerly Interfax Communications Limited)
9 Clare Street, Dublin 2, D02HH30
Ordinary
100
Return Fax 2000 Limited*
Street Amelacha 4, Postal Code4250539, Mailbox 8761, City Netanya,Israel
Ordinary
100
BlueVenn Group Limited
16 Great Queen Street, Covent Garden, London, WC2B 5AH
Ordinary
100
BlueVenn Group Holdings Limited*
16 Great Queen Street, Covent Garden, London, WC2B 5AH
Ordinary
100
BlueVenn Holdings Limited*
16 Great Queen Street, Covent Garden, London, WC2B 5AH
Ordinary
100
BlueDeveloper Limited*
16 Great Queen Street, Covent Garden, London, WC2B 5AH
Ordinary
100
BlueVenn Limited*
16 Great Queen Street, Covent Garden, London, WC2B 5AH
Ordinary
100

*held indirectly

28 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
60,256
83,025


2024
2023
£
£

Due within one year

Trade debtors
2,178,628
2,686,685

Amounts owed by group undertakings
3,194,725
8,723,785

Other debtors
162,436
310,372

Prepayments and accrued income
1,073,337
1,471,649

Deferred taxation
-
422,000

6,609,126
13,614,491



16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
5,782,045
7,329,328



17.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
409,113
722,067

Amounts owed to group undertakings
42,947,947
78,720,403

Other taxation and social security
779,797
893,594

Other creditors
75,390
80,530

Accruals and deferred income
6,277,732
7,759,504

50,489,979
88,176,098


Amounts owed to group undertakings bear interest at the lender's rate of funds (average for the year was 6.99%) are are repayable on demand.

29 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Accruals and deferred income
366,927
494,211



19.


Deferred taxation




2024


£






At beginning of year
422,000


Utilised in year
(422,000)



At end of year
-

The deferred tax asset is made up as follows:

2024
2023
£
£


Tax losses carried forward
-
422,000

-
422,000


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,101 (2023 - 1,101) Ordinary shares of £1.00 each
1,101
1,101

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.


30 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

The capital contribution is a non-refundable contribution to the company. The increase in the capital contribution related to the acquisition of subsidiary undertakings.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


22.


Contingent liabilities

The company's assets have been secured against bank borrowings of a group undertaking.


23.


Commitments under operating leases

At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
15,795
12,000

Later than 1 year and not later than 5 years
47,613
59,613

63,408
71,613


24.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


25.


Post balance sheet events

On 16 January 2025 the company incorporated a new subsidiary, Altify UK Limited. On 7 March 2025 the trade, assets and liabilities relating to the Altify software UK operations were transferred into this subsidiary. On the same day the subsidiary was disposed of.
On 11 April 2025 the company incorporated a new subsidiary, Rant & Rave UK Ltd. On 25 April 2025 the trade, assets and liabilities relating to the Rant & Rave software UK operations were transferred into this subsidiary. On the same day the subsidiary was disposed of.
The company reviewed the proceeds against the carrying value of the two software products, which resulted in the impairment charges booked as seen in notes 12 and 14.

31 -

 

UPLAND SOFTWARE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Controlling party

The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Upland Software Inc., whose registered office is at  Las Cimas IV 900 S. Capital of Texas Highway, Suite 300, Austin, Texas, 78746, United States of America. Copies of these group financial statements are available to the public from https://investor.uplandsoftware .com/.
The ultimate parent company is Upland Software Inc., a company incorporated in the United States of America.
In the opinion of the director the ultimate controlling party is Upland Software Inc.

 
32 -