Apphub Uk Holdings Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 14249308 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

APPHUB UK HOLDINGS LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr TJ Goodwin

Ms J Leuer

SECRETARY:

Oakwood Corporate Secretary Limited

REGISTERED OFFICE:

Granville Hall

Granville Road

Leicester

LE1 7RU

REGISTERED NUMBER:

14249308 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Mark Harrison BA(Hons) FCA

AUDITORS:

Mark J Rees LLP Chartered Accountants

Granville Hall

Granville Road

Leicester

Leicestershire

LE1 7RU

FIXED ASSETS

Investments

4

50,000,000

CURRENT ASSETS

Debtors

5

-

1,930

Cash in hand

1

1,931

CREDITORS

Amounts falling due within one year

6

3,273,933

4,059,156

NET CURRENT LIABILITIES

(3,273,932

)

(4,057,225

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

46,726,068

45,942,775

CREDITORS

Amounts falling due after more than one year

7

26,628,347

25,833,335

NET ASSETS

20,097,721

20,109,440

CAPITAL AND RESERVES

Called up share capital

8

1

Share premium

20,000,000

Retained earnings

97,720

109,439

SHAREHOLDERS' FUNDS

20,097,721

20,109,440

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr TJ Goodwin - Director

1.	STATUTORY INFORMATION

Apphub Uk Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company is reporting in US Dollar ($) due to the companies functional currency being US Dollar ($).

The company was incorporated on 21st July 2022, meaning that the prior period was a 17 month period whereas the current year is a 12 month period. Therefore, the comparatives are not entirely comparable.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Apphub Uk Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from management charges is recognised as the related costs are incurred on behalf of the subsidiary.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Debtors

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

Creditors

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

$

COST

At 1 January 2024

and 31 December 2024

50,000,000

NET BOOK VALUE

At 31 December 2024

50,000,000

At 31 December 2023

50,000,000

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Clearer.io Ltd

Registered office: Granville Hall, Granville Road, Leicester, LE1 7RU

Nature of business: Online platforms

%

Class of shares:

holding

Ordinary

100.00

2024

2023

$

Aggregate capital and reserves

45,012,433

50,392,712

Loss for the year/period

(5,380,279

)

(5,868,763

)

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

Prepayments

-

1,930

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

$

Amounts owed to group undertakings

3,267,363

4,022,895

Taxation

-

31,931

Accruals and deferred income

6,570

4,330

3,273,933

4,059,156

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2024

2023

$

Other loans more 5yrs

26,628,347

25,833,335

Amounts falling due in more than five years:

Repayable by instalments

Other loans more 5yrs

26,628,347

25,833,335

This loan relates to a loan from a group company AppHub LLC received 30th September 2022 and was originally $30m. The loan is due to be repaid in September 2031, although the company are currently paying capital each quarter to repay the loan over the 9 years.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

$

21

Ordinary

0.1¢

1

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Mr Mark Harrison BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

10.	CONTINGENT LIABILITIES

Included in the purchase agreement for the acquisition of the company, there is a clause that states if the annual recurring revenue of the group companies exceeds $15m on the third anniversary of the closing date, the holding company shall pay the seller an amount equal to $12m. The directors consider that it is likely that this condition will be met, and accordingly no provision has been recognised in the financial statements.

11.	ULTIMATE CONTROLLING PARTY

The company's parent company at the balance sheet date is AppHub LLC, a public limited company. Copies of the financial statements are available from Corporation Trust Centre 1209 Orange State, Wilmington, New Castle, DE, 19801.

The ultimate parent company and controlling party is AppHub JV Holdings GP, LLC and is an American public limited company. The group accounts can be found at Corporation Trust Centre 1209 Orange State, Wilmington, New Castle, DE, 19801.