Acorah Software Products - Accounts Production 16.6.950 false true true 31 December 2023 13 February 2023 false 1 January 2024 31 December 2024 31 December 2024 14659538 Mr Peter Lindholm Mr James Gasteen Mr Moritz Birke iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 14659538 2023-12-31 14659538 2024-12-31 14659538 2024-01-01 2024-12-31 14659538 frs-core:CurrentFinancialInstruments 2024-12-31 14659538 frs-core:Non-currentFinancialInstruments 2024-12-31 14659538 frs-core:ComputerEquipment 2024-12-31 14659538 frs-core:ComputerEquipment 2024-01-01 2024-12-31 14659538 frs-core:ComputerEquipment 2023-12-31 14659538 frs-core:OtherReservesSubtotal 2024-12-31 14659538 frs-core:SharePremium 2024-12-31 14659538 frs-core:ShareCapital 2024-12-31 14659538 frs-core:RetainedEarningsAccumulatedLosses 2024-12-31 14659538 frs-bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 14659538 frs-bus:FilletedAccounts 2024-01-01 2024-12-31 14659538 frs-bus:SmallEntities 2024-01-01 2024-12-31 14659538 frs-bus:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 14659538 frs-bus:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 14659538 frs-core:CostValuation 2023-12-31 14659538 frs-core:AdditionsToInvestments 2024-12-31 14659538 frs-core:CostValuation 2024-12-31 14659538 frs-core:ProvisionsForImpairmentInvestments 2023-12-31 14659538 frs-core:ProvisionsForImpairmentInvestments 2024-12-31 14659538 frs-bus:Director1 2024-01-01 2024-12-31 14659538 frs-bus:Director2 2024-01-01 2024-12-31 14659538 frs-bus:Director3 2024-01-01 2024-12-31 14659538 frs-countries:EnglandWales 2024-01-01 2024-12-31 14659538 2023-02-12 14659538 2023-12-31 14659538 2023-02-13 2023-12-31 14659538 frs-core:CurrentFinancialInstruments 2023-12-31 14659538 frs-core:Non-currentFinancialInstruments 2023-12-31 14659538 frs-core:OtherReservesSubtotal 2023-12-31 14659538 frs-core:SharePremium 2023-12-31 14659538 frs-core:ShareCapital 2023-12-31 14659538 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31
Registered number: 14659538
Unaric Holding Limited
Unaudited Financial Statements
For The Year Ended 31 December 2024
Finerva
Unaric Holding Limited
Contents
Contents
Page
Balance Sheet 1—2
Notes to the Financial Statements 3—7
Page 1
Unaric Holding Limited
Balance Sheet
As At 31 December 2024
Balance Sheet
Registered number: 14659538
31 December 2024 31 December 2023
as restated
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 5 11,456 1,630
Investments 6 1,979,510 284,778
1,990,966 286,408
CURRENT ASSETS
Debtors 7 2,798,981 1,817,184
Cash at bank and in hand 405,785 3,639,221
3,204,766 5,456,405
Creditors: Amounts Falling Due Within One Year 8 (183,988 ) (51,406 )
NET CURRENT ASSETS (LIABILITIES) 3,020,778 5,404,999
TOTAL ASSETS LESS CURRENT LIABILITIES 5,011,744 5,691,407
Creditors: Amounts Falling Due After More Than One Year 9 (485,266 ) (284,777 )
NET ASSETS 4,526,478 5,406,630
CAPITAL AND RESERVES
Called up share capital 10 147 147
Share premium account 6,034,359 6,009,701
Share Based Payments Reserve 126,738 -
Profit and Loss Account (1,634,766 ) (603,218 )
SHAREHOLDERS' FUNDS 4,526,478 5,406,630
Page 1
Page 2
Unaric Holding Limited
Balance Sheet (continued)
As At 31 December 2024
For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
On behalf of the board
Mr Moritz Birke
Director
22 December 2025
The notes on pages 3 to 7 form part of these financial statements.
Page 2
Page 3
Unaric Holding Limited
Notes to the Financial Statements
For The Year Ended 31 December 2024
Notes to the Financial Statements
1. General Information
Unaric Holding Limited is a private company,  limited by shares, incorporated in England & Wales, registered number 14659538 . The registered office is 9th Floor 107 Cheapside, London, EC2V 6DN.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in  accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Going Concern Disclosure
The company’s financial statements have been prepared on a going concern basis on the grounds  that current and future sources of funding or support will be more than adequate for the company’s needs. In assessing going concern, the directors have a reasonable expectation that the company will continue as a going concern and is able to meet all of its obligations as they fall due for a minimum of 12 months from the date of approval of these financial statements.
2.3. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated  contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.4. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses.  Depreciation  is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Computer Equipment 3 years straight line
2.5. Leasing and Hire Purchase Contracts
Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
2.6. Financial Instruments
Trade and other debtors / creditors
Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
Impairment of financial assets
Financial assets that are 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 within profit or loss.
...CONTINUED
Page 3
Page 4
Unaric Holding Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.6. Financial Instruments - continued
For financial assets that are 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.
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 that the company would receive for the asset if it were to be sold at the balance sheet date.
2.7. Foreign Currencies
Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.8. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow  all or  part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.9. Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable  in accordance with the rules of the scheme.
2.10. Preparation of consolidated accounts exemption
The company is exempt under Section 399 of the Companies Act from the requirement to prepare consolidated financial statements by virtue of the fact it is subject to the small companies regime. These financial statements contain information the company as an individual undertaking and not about this group.
2.11. Related party exemption
The company has taken advantage of the exemption available under FRS 102 not to disclose related party transactions with wholly owned subsidiaries in the group.
Page 4
Page 5
Unaric Holding Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.12. Warrants and share based payments
Warrants
Warrants issued, as part of finance charges for a loan taken out by the wholly- subsidiary, Unaric Limited, are treated as an additional investment in the subsidiary, with a corresponding creditor, over the period the warrants are issued.  The fair value of the warrants granted is measured using the Black-Scholes model.
Share based payments
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense (or as an additioinal investment in the subsidiary, for awards granted to employees of the subsidiary), with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking in to account the terms and conditions upon which the awards were granted. The amount recognised as an expense (or investment in subsidiary) is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that are expected to meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
3. Average Number of Employees
Average number of employees, including directors, during the year was as follows: 8 (2023: 3)
8 3
4. Prior Period Adjustment
There has been a prior period adjustment to reflect that warrants, issued as part of the finance charges for a loan taken out by a subsidiary, were treated as a company expense, rather than an increase in investment in the subsidiary, and as equity rather than a liability in the parent company accounts.
The  comparative figures for the period ended 31 December 2023 have been restated and the effects of the adjustment are:
1    Warrants expense in the profit and loss account has decreased from £284,777 to £0,
2    Investment in subsidiaries on the balance sheet has increased by £284,777,
3    Other creditors due after more than one year have increased by £284,777,
4    Warrants Reserves have decreased by £284,777.
5. Tangible Assets
Computer Equipment
£
Cost
As at 1 January 2024 2,083
Additions 13,017
As at 31 December 2024 15,100
Depreciation
As at 1 January 2024 453
Provided during the period 3,191
As at 31 December 2024 3,644
Net Book Value
As at 31 December 2024 11,456
As at 1 January 2024 1,630
Page 5
Page 6
Unaric Holding Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
6. Investments
Subsidiaries
£
Cost
As at 1 January 2024 284,778
Additions 1,694,732
As at 31 December 2024 1,979,510
Provision
As at 1 January 2024 -
As at 31 December 2024 -
Net Book Value
As at 31 December 2024 1,979,510
As at 1 January 2024 284,778
7. Debtors
31 December 2024 31 December 2023
as restated
£ £
Due within one year
Trade debtors 2,391 -
Amounts owed by group undertakings 819,352 -
Other debtors 45,959 70,932
867,702 70,932
Due after more than one year
Amounts owed by group undertakings 1,931,279 1,746,252
2,798,981 1,817,184
8. Creditors: Amounts Falling Due Within One Year
31 December 2024 31 December 2023
as restated
£ £
Trade creditors 83,806 25,365
Amounts owed to group undertakings 52,967 -
Other creditors 16,814 9,317
Taxation and social security 30,401 16,724
183,988 51,406
Included in other creditors is an amount of £7,313 (2023: £1,321) in respect of pension contributions due.
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Page 7
Unaric Holding Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
9. Creditors: Amounts Falling Due After More Than One Year
31 December 2024 31 December 2023
as restated
£ £
Other creditors 485,266 284,777
Warrants
Unaric Holding Limited has issued a warrant instrument for warrant shares in the period in accordance with the terms of the loan taken out by a subsidiary company. The warrant instrument has an expiration date of 26 April 2033, and can be exercised into seed preferred shares at £13.1816 per warrant share. The number of warrant shares to be issued are based on 24,455 shares on 26 April 2023 and 45,418 warrant shares prorated according to the loan drawdown. The directors have used the Black- Scholes model to determine the fair value of the warrant instrument. 
The fair value of the warrant instrument has been recognised as an additional investment in the subsidiary and in other creditors due after more than one year on the balance sheet.
10. Share Capital
31 December 2024 31 December 2023
as restated
£ £
Allotted, Called up and fully paid 147 147
11. Post Balance Sheet Events
Since 31 December 2024, the company has issued additional equity of approximately £9.6m as part of a share for share exchange on a group acquisition.
12. Off-Balance Sheet Arrangements
The wholly-owned subsidiary, Unaric Limited, owes an amount of £5,809,398 in respect of a loan at 31 December 2024. This loan is guaranteed by Unaric Holding Limited and is secured by a fixed a floating charge over the assets of Unaric Holding Limited.
At 31 December 2024, the company had provided a guarantee of approximately £3.74m  in respect of amounts owed by a subsidiary in respect of acquisitions during the year.
13. Share based payments
The company operates an approved EMI share option scheme, an unapproved scheme, and a US-Sub Plan to certain employees  which provides additional remuneration for those employees who are key to the company.  The options expire ten years after the date of the grant.  Employees are not entitled to dividends until the shares are exercised.  All options granted have performance conditions relating to the relevant employee remaining in the employment of the company at exercise. 
A reconciliation of share option movements during the year ended 31 December 2024 is shown below:
Number of options - weighted average exercise price
Granted during the year:                       43,720 - £0.43
Outstanding as at 31 December 2024:    43,720 - £0.43
The company is unable to directly measure the fair value of the share options.  Instead the fair value of the share options granted during the year is determined using the Black-Scholes model.  The model is internationally recognised as being appropriate to value share option schemes similar to that of the company. 
Equity settled schemes - charges arising - £126,738
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