Neustar Technologies Limited
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 06633959 (England and Wales)
Neustar Technologies Limited
Company Information
Directors
W J Flynn
(Appointed 26 January 2022)
M E Horsey
(Appointed 26 January 2022)
Company number
06633959
Registered office
One Park Lane
Leeds
LS3 1EP
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Neustar Technologies Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
Neustar Technologies Limited
Directors' Report
For the year ended 31 December 2022
Page 1
The directors present their annual report and financial statements for the year ended 31 December 2022.
Results and dividends
The results for the year are set out on page 7.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
K Monroe
(Resigned 27 January 2022)
W J Flynn
(Appointed 26 January 2022)
M E Horsey
(Appointed 26 January 2022)
Auditor
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
Neustar Technologies Limited
Directors' Report (Continued)
For the year ended 31 December 2022
Page 2
On behalf of the board
M E Horsey
Director
20 December 2023
Neustar Technologies Limited
Independent Auditor's Report
To the Member of Neustar Technologies Limited
Page 3
Opinion
We have audited the financial statements of Neustar Technologies Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 2022 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.
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 UK, including the FRC’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 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.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.
Neustar Technologies Limited
Independent Auditor's Report (Continued)
To the Member of Neustar Technologies Limited
Page 4
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 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, 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Neustar Technologies Limited
Independent Auditor's Report (Continued)
To the Member of Neustar Technologies Limited
Page 5
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Neustar Technologies Limited
Independent Auditor's Report (Continued)
To the Member of Neustar Technologies Limited
Page 6
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Andrew Grieve
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
21 December 2023
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Neustar Technologies Limited
Statement of Comprehensive Income
For the year ended 31 December 2022
Page 7
2022
2021
Notes
$
$
Administrative expenses
(58,451)
(43,560)
Loss before taxation
(58,451)
(43,560)
Tax on loss
6
Loss for the financial year
(58,451)
(43,560)
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
Neustar Technologies Limited
Balance Sheet
As at 31 December 2022
Page 8
2022
2021
Notes
$
$
$
$
Current assets
Cash at bank and in hand
317,494
330,979
Creditors: amounts falling due within one year
8
(220,463)
(175,497)
Net current assets
97,031
155,482
Capital and reserves
Called up share capital
9
2,005
2,005
Share premium account
164,870,033
164,870,033
Capital redemption reserve
39,405,405
39,405,405
Own shares
1,559,732
1,559,732
Profit and loss reserves
(205,740,144)
(205,681,693)
Total equity
97,031
155,482
The financial statements were approved by the board of directors and authorised for issue on 20 December 2023 and are signed on its behalf by:
M E Horsey
Director
Company Registration No. 06633959
NEUSTAR TECHNOLOGIES LIMITED
Neustar Technologies Limited
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
Page 9
Share capital
Share premium account
Capital redemption reserve
Own shares
Profit and loss reserves
Total
$
$
$
$
$
$
Balance at 1 January 2021
2,005
164,870,033
39,405,405
1,559,732
(205,638,133)
199,042
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
-
-
(43,560)
(43,560)
Balance at 31 December 2021
2,005
164,870,033
39,405,405
1,559,732
(205,681,693)
155,482
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
-
(58,451)
(58,451)
Balance at 31 December 2022
2,005
164,870,033
39,405,405
1,559,732
(205,740,144)
97,031
NEUSTAR TECHNOLOGIES LIMITED
Neustar Technologies Limited
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Page 10
1
Accounting policies
Company information
Neustar Technologies Limited is a private company limited by shares incorporated in England and Wales. The registered office is One Park Lane, Leeds, LS3 1EP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in USD, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $. The exchange rate with UK£ at the period end was USD$ 1.20582 : UK£1 (2021 USD$ 1.34915 : UK£1)
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of TransUnion. These consolidated financial statements are available from 555 West Adams Street, Chicago, 66061 Illinois, United States.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The holding company's ongoing principal activity continues to be the provision of services to its parent entity, Neustar Inc. The company's principal risks are therefore closely linked to those of the parent entity and it is consequently exposed to the parent entity’s willingness and capacity to provide financial support. Neustar Inc has operated successfully for many years and has demonstrated its commitment to the long-term success of the group and view it as a critical component of its overall business strategy. The Directors have reviewed the financial standing of the parent entity and are confident it is able to continue supporting the business. Neustar Inc. have provided a letter of support for at least one year of the date from signing these financial statements.
NEUSTAR TECHNOLOGIES LIMITED
Neustar Technologies Limited
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 11
1.3
Investments in subsidiaries
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.4
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Debtors and creditors
Debtors
Short term debtors are measured at transaction price, less any impairment. Loans and other debtors 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 and other current creditors payable on demand 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.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
NEUSTAR TECHNOLOGIES LIMITED
Neustar Technologies Limited
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 12
1.7
Taxation
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Foreign exchange
Transactions in currencies other than USD are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit or loss for the period.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors do not consider there to be any key estimates or judgements applicable to the company.
3
Operating loss
2022
2021
Operating loss for the year is stated after charging:
$
$
Exchange losses
8,347
NEUSTAR TECHNOLOGIES LIMITED
Neustar Technologies Limited
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 31 December 2022
Page 13
4
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
37,382
24,667
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Directors'
2
2
6
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
$
$
Loss before taxation
(58,451)
(43,560)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(11,106)
(8,276)
Unutilised tax losses carried forward
11,106
8,276
Taxation charge for the year
-
-
NEUSTAR TECHNOLOGIES LIMITED
Neustar Technologies Limited
NOTES TO THE FINANCIAL STATEMENTS (Continued)
For the year ended 31 December 2022
Page 14
7
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Neustar GmbH
Große Bleichen 1-3, 20254 Hamburg.
Provision of services
Ordinary
100.00
0
8
Creditors: amounts falling due within one year
2022
2021
$
$
Trade creditors
28,395
470
Amounts owed to group undertakings
167,593
147,421
Accruals and deferred income
24,475
27,606
220,463
175,497
9
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
$
$
Issued and fully paid
1003 ordinary shares of £1 each
1,003
1,003
2,005
2,005
10
Related party transactions
The company has taken advantage of the exemption from disclosing transactions with members within a wholly owned group.
The directors, who are also directors of other group companies, are remunerated elsewhere in the group.
11
Ultimate controlling party
The immediate parent undertaking is Neustar NGM Services LLC (2021: Neustar NGM Services LLC) a company incorporated in the United States of America.
The ultimate parent undertaking and controlling party is TransUnion (2021: Aerial Ultimate Holdings Corporation), a company incorporated in the United States. Consolidated financial statements of the ultimate parent company can be obtained from 555 West Adams Street, Chicago, 66061 Illinois, United States.
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