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Registered number: 08824522 (England and Wales)














ABACUS INFORMATION TECHNOLOGY UK LIMITED

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
COMPANY INFORMATION


Directors
J Bohrer 
T L Cole 




Registered number
08824522



Registered office
Lilly House 13 Hanover Square
Mayfair

London

United Kingdom

W1S 1HN




Independent auditors 
ZEDRA Corporate Reporting Services (UK) Limited






 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 


CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Notes to the Financial Statements
 
15 - 32



 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report for Abacus Information Technology UK Limited ("the Company") and its subsidiaries ("the Group") for the year ended 31 December 2024.

Business review
 
The Company is a wholly owned subsidiary of Abacus Group LLC, which is a global, consolidated leader in Managed IT, Multi-Cloud and Cybersecurity Services for the global financial services industry. Its primary activities are Specialized Cloud, Compliance & IT-as-a-Service offerings built specifically for the financial services industry.  
Abacus Information Technology UK Limited (Abacus UK), a fully owned subsidiary of Abacus Group LLC, is also a Managed IT, Multi-Cloud and Cybersecurity services provider for the financial services industry in the UK. The Company provides these services to Abacus clients based out of the UK and Europe.
On June 6th 2024, Abacus UK acquired Tribeca Technologies Holdings Limited, and its subsidiaries, (collectively referred to in this report as the 'Tribeca group') to increase their presence in the UK financial services industry as a leading Managed IT and Cybersecurity provider. Abacus UK nearly doubled in size. This acquisition led to annual revenue of £13.3m, gross profit of £9.3m, and adjusted EBITDA of £0.4M (3%). The business finished below budget due to the costs associated with the acquisition of the Tribeca group.
Since the acquisition, in addition to adding revenue and EBITDA via volume, the company has been able to build a larger and stronger professional services team based around the core of Tribeca’s original team to drive NRR growth.
At the end of the year, the Group had approximately £1.2M in cash and cash equivalents, a strong position to be in considering the size of this business segment. 
The Group continues to grow as a leading Managed IT and Cybersecurity provider for the financial services sector and is pushing to expand into other territories throughout the EU.

Principal risks and uncertainties
 
Foreign exchange risk
FX risk is always present, especially given the current economic status of the world, and the UK’s trade relations with the US. The Group transacts with its subsidiaries in the US and Hong Kong resulting in the settlement of foreign currencies.
Industry risk
Industry risk is also present due to financial markets being in a low point thus not being able to afford the premium services that the Group offers. These risks are mitigated by closely monitoring costs and growing the business organically to mitigate the risk of slowed growth from the industry.

Page 1


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 


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

Financial key performance indicators
 
The Group's key financial performance indicators are as follows:
- Recurring Revenue: £10.1M (2023: £5.4M)
- Gross Profit: £9.3M (2023: £3.9M)
- Gross Margin: 70% (2023: 72%)
- Adjusted EBITDA: £0.4M (2023: £0.5M)
Post-acquisition, the Group's professional services capabilities have grown significantly so the gross margin of this business unit has been a new KPI monitored by managers and executives to see how profitable this newly developed sector of the business is performing.


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



J Bohrer
Director

Date: 16 September 2025

Page 2


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

In accordance with s414c(II) of the Companies Act 2006, certain information that is required to be included in the Directors' Report has been otherwise included in the Strategic Report.

Principal activity

The Group's principal activity is provision of a full spectrum of IT information technology support to customers integrated with professional services in software, systems, management, communications, and engineering analysis. Through these tailored support services, customers are supplied with innovative, value-added, and process-driven solutions for exceeding their strategic business goals through improved service delivery quality and enabling them to realize significant operational cost savings.  

Results and dividends

The loss for the year, after taxation, amounted to £224,185 (2023 - profit £234,755).

No dividends were declared, paid, or payable during the reporting period (2023: £NIL).

Directors

The directors who served during the year were:

J Bohrer 
C E Grandi (resigned 15 August 2024)
T L Cole (appointed 15 August 2024)

Future developments

The directors intend to continue developing the business in line with its current strategy, with a focus on maintaining strong customer relationships and pursuing opportunities for sustainable growth. Investment in technology and operational improvements will support efficiency, while the company remains attentive to market conditions and potential risks.

Page 3


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


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

make judgements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director 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 and the Group's auditors are aware of that information.

Post balance sheet events

On 4 September 2025, the Group incorporated a subsidiary based in the United Arab Emirates. The entity will be wholly owned by Abacus Information Technology UK Limited. This is a non-adjusting post balance sheet event.

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





J Bohrer
Director

Date: 16 September 2025

Page 4


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABACUS INFORMATION TECHNOLOGY UK LIMITED

Opinion


We have audited the financial statements of Abacus Information Technology UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 directors' 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 Group's or the parent 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 directors with respect to going concern are described in the relevant sections of this report.


Page 5


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABACUS INFORMATION TECHNOLOGY UK LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' 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 Directors' Responsibilities Statement set out on page 4, the directors are 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 directors determine 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 directors are responsible for assessing the Group's and the parent 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABACUS INFORMATION TECHNOLOGY UK LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
the responsible individual 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 Group through discussions with management, and from our commercial knowledge and experience;
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 Group, including the Companies Act 2006 and taxation 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 Group’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.

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to substantive testing from customer contracts and performing appropriate year end cut off testing.
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.


 
Page 7


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ABACUS INFORMATION TECHNOLOGY UK LIMITED (CONTINUED)

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;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.


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 Auditors' 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 Auditors' 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.





Edward Wallis ACA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
Birchin Court
5th Floor
19-25 Birchin Lane
London
United Kingdom
EC3V 9DU


17 September 2025
Page 8


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 3 
13,256,290
5,420,742

Cost of sales
  
(3,937,878)
(1,512,538)

Gross profit
  
9,318,412
3,908,204

Administrative expenses
  
(9,303,588)
(3,594,794)

Operating profit
 4 
14,824
313,410

Interest receivable and similar income
  
2
356

Profit before taxation
  
14,826
313,766

Tax on profit
 8 
(239,011)
(79,011)

(Loss)/profit for the financial year
  
(224,185)
234,755

  

Loss on translation of subsidiary
  
(1,267)
-

Other comprehensive income for the year
  
(1,267)
-

Total comprehensive income for the year
  
(225,452)
234,755

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(224,185)
234,755

  
(224,185)
234,755

The notes on pages 15 to 32 form part of these financial statements.

Page 9


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
REGISTERED NUMBER:08824522


CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Goodwill
 10 
13,802,481
-

Tangible assets
 11 
922,753
559,455

  
14,725,234
559,455

Current assets
  

Debtors: amounts falling due within one year
 13 
1,714,541
993,383

Bank and cash balances
  
1,201,913
302,335

  
2,916,454
1,295,718

Creditors: amounts falling due within one year
 14 
(3,504,061)
(2,993,148)

Net current liabilities
  
 
 
(587,607)
 
 
(1,697,430)

Total assets less current liabilities
  
14,137,627
(1,137,975)

  

Net assets/(liabilities)
  
14,137,627
(1,137,975)


Capital and reserves
  

Called up share capital 
 17 
1
1

Capital contribution reserve
 18 
15,501,054
-

Foreign exchange reserve
 18 
(1,267)
-

Profit and loss account
 18 
(1,362,161)
(1,137,976)

  
14,137,627
(1,137,975)


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




J Bohrer
Director

Date: 16 September 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 10


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
REGISTERED NUMBER:08824522


COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
683,381
559,455

Investments
 12 
15,501,054
-

  
16,184,435
559,455

Current assets
  

Debtors: amounts falling due within one year
 13 
1,649,041
993,383

Bank and cash balances
  
1,143,810
302,335

  
2,792,851
1,295,718

Creditors: amounts falling due within one year
 14 
(4,787,721)
(2,993,148)

Net current liabilities
  
 
 
(1,994,870)
 
 
(1,697,430)

Total assets less current liabilities
  
14,189,565
(1,137,975)

  

  

Net assets/(liabilities)
  
14,189,565
(1,137,975)


Capital and reserves
  

Called up share capital 
 17 
1
1

Capital contribution reserve
 18 
15,501,054
-

Profit and loss account
 18 
(1,311,490)
(1,137,976)

  
14,189,565
(1,137,975)


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




J Bohrer
Director

Date: 16 September 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 11


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 


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


Called up share capital
Capital contribution reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
1
-
-
(1,372,731)
(1,372,730)


Comprehensive income for the year

Profit for the year
-
-
-
234,755
234,755



At 1 January 2024
1
-
-
(1,137,976)
(1,137,975)


Comprehensive income for the year

Loss for the year
-
-
-
(224,185)
(224,185)

Loss on translation of subsidiary
-
-
(1,267)
-
(1,267)


Contributions by and distributions to owners

Capital contribution
-
15,501,054
-
-
15,501,054


At 31 December 2024
1
15,501,054
(1,267)
(1,362,161)
14,137,627


Page 12


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 


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


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
1
-
(1,372,731)
(1,372,730)


Comprehensive income for the year

Profit for the year
-
-
234,755
234,755
Total comprehensive income for the year
-
-
234,755
234,755



At 1 January 2024
1
-
(1,137,976)
(1,137,975)


Comprehensive income for the year

Loss for the year
-
-
(173,514)
(173,514)


Contributions by and distributions to owners

Capital contribution
-
15,501,054
-
15,501,054


At 31 December 2024
1
15,501,054
(1,311,490)
14,189,565


Page 13


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

Cash flows from operating activities
  

(Loss)/profit for the financial year
  
(224,185)
234,755

Adjustments for:
  

Amortisation of intangible assets
 10 
855,021
-

Depreciation of tangible assets
 11 
389,362
246,635

Taxation charge
 8 
239,011
79,011

Decrease/(increase) in debtors
 13 
104,483
(217,815)

Increase/(decrease) in creditors
 14 
532,110
(446,329)

Decrease in amounts owed to groups
 14 
(1,361,606)
-

Corporation tax paid
 8 
(32,764)
-

Net cash generated from operating activities

  

501,432
(103,743)

  

Cash flows from investing activities
  

Acquisition of subsidiaries, net of cash acquired
 10 
(14,580,177)
-

Purchase of tangible fixed assets
 11 
(565,248)
(326,368)

Sale of tangible fixed assets
 11 
43,784
-

Net cash from investing activities

  

(15,101,641)
(326,368)

Cash flows from financing activities
  

Capital contribution by parent
 18 
15,501,054
-

Net cash used in financing activities
  
15,501,054
-

Net increase/(decrease) in cash and cash equivalents
  
900,845
(430,111)

Cash and cash equivalents at beginning of year
  
302,335
732,446

Foreign exchange gains and losses
  
(1,267)
-

Cash and cash equivalents at the end of year
  
1,201,913
302,335


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
1,201,913
302,335

  
1,201,913
302,335


The notes on pages 15 to 32 form part of these financial statements.

Page 14


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

1.Accounting policies

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 Group management to exercise judgement in applying the Group's accounting policies (see note 2).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

  
1.2

Going concern

The Group is in a net asset position, this is primarily supported by the goodwill arising on the acquisition of the group headed by Tribeca Technology Holdings Limited. The Group has generated an operating profit during both current and prior years and the directors are continuing to forecast positive EBIDTA and cashflow for the Group in future financial periods.
The Group has received confirmation from its parent company, Abacus Information Technology, LLC, that it will continue to trade with the Group for a period of at least 12 months from the signing of these financial statements and will continue to provide funding should it be required.
For these reasons, the directors continue to prepare the financial statements on a going concern basis.

 
1.3

Basis of consolidation

On 6 June 2024, Abacus Information Technology UK Limited acquired Tribeca Technology Holdings Limited. Tribeca Technology Holdings Limited was the parent company for a group of three subsidiaries, namely: Tribeca Technology Ltd, Tribeca Fund Services USA LLC and Tribeca Technology (HK) Limited. 
As a result, Abacus Information Technology UK Limited are preparing group financial statements for the first time in 2024.

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 15


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

1.Accounting policies (continued)

 
1.4

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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 16


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

1.Accounting policies (continued)

 
1.5

Turnover

The Group’s turnover is principally recognised from contracts with customers for the following services: (i) exchange services, (ii) hosting services, (iii) file services, (iv) voice services, (v) disaster recovery, (vi) data backup, (vii) mobile device support, (viii) antivirus/malware protection, and (ix) spam filtering.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The below criteria must also be met before turnover is recognised.

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
 
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
 
the amount of turnover can be measured reliably;
it is probable that the Group 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 Group generally uses written contracts as a means to establish the terms and conditions by which the services are sold to the customers. The Group’s service arrangements are generally for one year with automatic renewal and are cancellable monthly upon discretion of the customer. Platform turnover is recognised upon delivery of the services on a monthly basis, when the performance obligations are met. Consulting and other service turnover is recognised as the service is performed. 
Page 17


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

1.Accounting policies (continued)

 
1.6

Operating leases: the Group 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.

 
1.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
1.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


Page 18


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

1.Accounting policies (continued)

 
1.9

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 the Group's share 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 Consolidated Statement of Comprehensive Income over its useful economic life.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
1.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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.

The estimated useful lives range as follows:

Short-term leasehold property
-
3
years
Motor vehicles
-
3
years
Office equipment
-
3
years
Computer equipment
-
3
years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
1.11

Debtors

Debtors are measured at transaction price, less any impairment.

  
1.12

Creditors

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

 
1.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

1.Accounting policies (continued)

 
1.14

Cash and cash equivalents

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

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have significant risk of causing material adjustment to carrying amounts of assets and liabilities are addressed below.
I
mpairment of investments
The directors review investments annually for indication of impairment based on available financial and performance information in relation to the unlisted investments. Management have not deemed any impairments necessary. This judgement is based on management's estimation of the future expected cash flows and value in use of trading subsidiaries. These judgements could have a material effect on the carrying value of investments.
Useful life and impairments of goodwill
The directors carry out an annual impairment assessment of goodwill in order to identify any indicators of impairment. This judgement is based on management's estimation of the future expected EBITDAs and cashflows of the entities in which the goodwill arises.
Management have considered the useful life of goodwill and the economic benefits likely to be generated from the ownership of the subsidiary companies. This estimation if based on forward looking information. These judgements could have a material effect on the carrying value of goodwill.
Deferred tax
Management have determined that the Group’s expected future performance is sufficient enough to recognise a deferred tax asset for the Group’s carried forward, unrelieved tax losses. Management have considered the uncertainty in relation to the expected timing of the utilisation of losses but believes based on the Group’s current and forecast growth that the Group will obtain the benefit of tax relief available to them. This is a significant judgement.
Depreciation and residual value of tangible fixed assets
The directors have reviewed the asset lives and associated residual values of all fixed asset classes, and have concluded that asset lives and residual values are appropriate.
The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, management consider factors such as technological innovation, product life cycles and maintenance programmes.

Page 20


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

3.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Service sales
11,956,147
4,741,679

Hardware sales
1,300,143
679,063

13,256,290
5,420,742


2024
2023
£
£

United Kingdom
12,370,246
5,420,742

Rest of the world
886,044
-

13,256,290
5,420,742



4.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Foreign exchange differences
6,185
(571)

Operating lease rentals
425,545
225,477

Depreciation
389,362
246,634

Amortisation
855,021
-


5.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
22,500
13,850


An audit of the consolidated financial statements was not performed in the prior year, as the Tribeca group was only acquired in the current year.




Page 21


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

6.


Employees

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Staff salaries
4,915,315
2,153,075
3,676,439
2,153,075

Staff national insurance
469,262
257,664
438,023
257,664

Staff pension costs
151,551
85,429
142,058
85,429

5,536,128
2,496,168
4,256,520
2,496,168


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Average employees
85
30
65
30


7.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
307,383
-

Group contributions to defined contribution pension schemes
7,386
-

314,769
-


The highest paid director received remuneration of £307,383 (2023 - £NIL).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,386 (2023 - £NIL).

Page 22


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

8.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
92,133
-


Total current tax
92,133
-

Deferred tax


Origination and reversal of timing differences
146,878
79,011

Total deferred tax
146,878
79,011


Tax on profit
239,011
79,011

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
14,826
313,766


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
3,707
73,798

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
152,451
5,213

Fixed asset timing differences
3,074
-

Overseas taxation
69,724
-

Adjustments to tax charge in respect of prior periods
15,646
-

Non-taxable income
(5,472)
-

Group relief
(119)
-

Total tax charge for the year
239,011
79,011


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

9.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £173,514 (2023 - profit £234,755).


10.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2024
-


Additions
14,657,502



At 31 December 2024

14,657,502



Amortisation


At 1 January 2024
-


Charge for the year on owned assets
855,021



At 31 December 2024

855,021



Net book value



At 31 December 2024
13,802,481



At 31 December 2023
-

Goodwill acquired in the year relates to the acquisition of the Group headed by Tribeca Technology Holdings Limited.



Page 24


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

11.


Tangible fixed assets

Group






Short-term leasehold property
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
-
-
868,669
1,315,961
2,184,630


Additions
35,419
50,111
476,126
234,788
796,444


Disposals
-
-
(109,953)
-
(109,953)



At 31 December 2024

35,419
50,111
1,234,842
1,550,749
2,871,121



Depreciation


At 1 January 2024
-
-
678,758
946,417
1,625,175


Charge for the year on owned assets
6,970
9,465
21,334
351,593
389,362


Disposals
-
-
(66,169)
-
(66,169)



At 31 December 2024

6,970
9,465
633,923
1,298,010
1,948,368



Net book value



At 31 December 2024
28,449
40,646
600,919
252,739
922,753



At 31 December 2023
-
-
189,911
369,544
559,455

Page 25


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

           11.Tangible fixed assets (continued)


Company






Short-term leasehold property
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£

Cost or valuation


At 1 January 2024
-
-
868,669
1,315,961
2,184,630


Additions
35,419
50,111
468,632
-
554,162


Disposals
-
-
(109,953)
-
(109,953)



At 31 December 2024

35,419
50,111
1,227,348
1,315,961
2,628,839



Depreciation


At 1 January 2024
-
-
678,758
946,417
1,625,175


Charge for the year on owned assets
6,970
9,465
18,424
351,593
386,452


Disposals
-
-
(66,169)
-
(66,169)



At 31 December 2024

6,970
9,465
631,013
1,298,010
1,945,458



Net book value



At 31 December 2024
28,449
40,646
596,335
17,951
683,381



At 31 December 2023
-
-
189,911
369,544
559,455






Page 26


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
15,501,054



At 31 December 2024
15,501,054





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Tribeca Technology Holdings Limited
Lilly House 13 Hanover Square, Mayfair, London, United Kingdom, W1S 1HN
Ordinary
100%
Tribeca Fund Services USA LLC
c/o National Registered Agents Inc., 111 Eighth Avenue, New York, NY10011, USA
Ordinary
100%
Tribeca Technology Ltd
Lilly House 13 Hanover Square, Mayfair, London, United Kingdom, W1S 1HN
Ordinary
100%
Tribeca Technology (HK) Limited
Rooms 2702-327/F Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong
Ordinary
100%

On 6 June 2024, Abacus Information Technology UK Limited acquired Tribeca Technology Holdings Limited. Tribeca Technology Holdings Limited was the parent company of a group of three subsidiaries, namely: Tribeca Technology Limited, Tribeca Fund Services USA LLC and Tribeca Technology (HK) Limited. 
In accordance with section 479A of the Companies Act 2006, the following subsidiaries: Tribeca Technology Holdings Limited (15144759) and Tribeca Technology Ltd (06018742) were entitled to exemption from an audit of their individual financial statements. This guarantee is made by Abacus Information Technology UK Limited at the date of approval of these financial statements in relation to the year ended 31 December 2024.




Page 27


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

13.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
1,082,255
415,184
1,061,022
415,184

Other debtors
193,498
119,623
142,065
119,623

Prepayments and accrued income
237,527
70,693
224,483
70,693

Deferred taxation
201,261
387,883
221,471
387,883

1,714,541
993,383
1,649,041
993,383



14.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
511,609
142,233
257,103
142,233

Amounts owed to group undertakings
1,084,619
2,325,686
2,665,217
2,325,686

Corporation tax
19,625
-
-
-

Other taxation and social security
964,879
334,064
959,943
334,064

Other creditors
-
2,093
-
2,094

Accruals and deferred income
923,329
189,070
905,458
189,071

3,504,061
2,993,146
4,787,721
2,993,148


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


15.


Commitment under operating leases

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Not later than one year
138,823
259,508
84,823
259,508

Later that one year
-
84,823
-
84,823

138,823
344,331
84,823
344,331

Page 28


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

16.


Deferred taxation


Group





2024


£






At beginning of year
387,883


Charged to profit or loss
(186,622)



At end of year
201,261

Company




2024


£






At beginning of year
387,883


Charged to profit or loss
(166,412)



At end of year
221,471

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
201,261
387,883
221,471
387,883

201,261
387,883
221,471
387,883


17.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £0.01 each
1
1


Page 29


 
ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

18.


Reserves

Capital contribution reserve

The capital contribution reserve represents capital injected into the UK group by the parent on the acquisition of the Tribeca group. The purchase price was paid in totality by the parent company, and therefore the closing capital contribution reserve value corresponds to the purchase price less the net assets acquired at the date of acquisition.

Foreign exchange reserve

The foreign exchange reserve represents net losses upon translation of individual group entity (whose reporting currency is a currency other than GBP) into GBP for inclusion in the group financial statements.

Profit and loss account

The profit and loss account represents accumulated profits.

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ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

19.
 

Business combinations

On 6 June 2024, Abacus Information Technology UK Limited acquired Tribeca Technology Holdings Limited. Tribeca Technology Holdings Limited was the parent company of a group of three subsidiaries, namely: Tribeca Technology Ltd, Tribeca Fund Services USA LLC and Tribeca Technology (HK) Limited. The acquisition was for 100% of the share capital.

Acquisition of Tribeca Technology Holdings Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed assets

Tangible fixed assets
231,196
231,196

231,196
231,196

Current assets

Debtors
1,012,263
1,012,263

Cash at bank and in hand
920,878
920,878

Total assets
2,164,337
2,164,337

Current liabilities

Due within one year
(1,320,784)
(1,320,784)

Total identifiable net assets
843,553
843,553


Goodwill
14,657,501

Total purchase consideration
15,501,054

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ABACUS INFORMATION TECHNOLOGY UK LIMITED
 

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

19.Business combinations (continued)

Consideration

£


Cash
15,501,054

Total purchase consideration
15,501,054

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
15,501,054

Less: Cash and cash equivalents acquired
(920,878)

Net cash outflow on acquisition
14,580,176

The goodwill arising on acquisition is attributable to each of the trading subsidiaries including Tribeca Technology Limited and Tribeca Fund Services USA LLC.
The Group which was acquired held only basic financial instruments and assets, the directors performed a review of the assets and liabilities and determined that the book value was equivalent to the fair value with only Goodwill being identified on acquisition as the excess paid.


20.


Controlling party

Abacus Information Technology, LLC is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 655 Third Avenue, Suite 816, New York, NY 10017, USA. 


21.


Post balance sheet events

On 4 September 2025, the Company incorporated an entity based in the United Arab Emirates. The entity will be wholly owned by Abacus Information Technology UK Limited. This is a non-adjusting post balance sheet event.
There were no adjusting or other non-adjusting events occurring between the end of the reporting period and the date these financials were approved.
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