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Registered number: 08758418










MI9 RETAIL (UK) LIMITED










FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
MI9 RETAIL (UK) LIMITED
 

CONTENTS



Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8


 
MI9 RETAIL (UK) LIMITED
REGISTERED NUMBER: 08758418

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 4 
2,896
1,155

  
2,896
1,155

Current assets
  

Debtors: amounts falling due within one year
 5 
2,143,599
3,031,704

Bank and cash balances
  
12,807
146,428

  
2,156,406
3,178,132

Creditors: amounts falling due within one year
 6 
(478,676)
(1,204,693)

Net current assets
  
 
 
1,677,730
 
 
1,973,439

  

Net assets
  
1,680,626
1,974,594


Capital and reserves
  

Called up share capital 
  
1,000
1,000

Merger reserve
 7 
526,775
526,775

Profit and loss account
 7 
1,152,851
1,446,819

  
1,680,626
1,974,594


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2023.




J Williams
Director

The notes on pages 3 to 8 form part of these financial statements.

Page 1

 
MI9 RETAIL (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


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

£
£
£
£

At 1 January 2022
1,000
526,775
1,446,819
1,974,594


Comprehensive income for the year

Loss for the year
-
-
(293,968)
(293,968)


At 31 December 2022
1,000
526,775
1,152,851
1,680,626


The notes on pages 3 to 8 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


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

£
£
£
£

At 1 January 2021
1,000
526,775
155,499
683,274


Comprehensive income for the year

Profit for the year
-
-
1,291,320
1,291,320


At 31 December 2021
1,000
526,775
1,446,819
1,974,594


The notes on pages 3 to 8 form part of these financial statements.

Page 2

 
MI9 RETAIL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

The company is a private company limited by shares, incorporated in England and Wales. The address of the registered office is 14th Floor, 33 Cavendish Square, London, W1G 0PW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have prepared the accounts on a going concern basis. The basis is considered appropriate as an intermediate parent company has confirmed that it will guarantee the amounts due from group undertakings and provide support to enable the company to meet their forecast liabilities as they fall due.
However, the directors of the company are aware that the financial position of the parent undertaking providing this support is dependent on that company being able to sell specific assets, including the retail business which was being actively marketed for sale at the year end, and restructuring its long-term debt. There is, therefore, substantial doubt about the parent company’s ability to provide this support. The financial statements do not include any adjustment that might result if the parent undertaking was unable to provide this support.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 3

 
MI9 RETAIL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.6

Taxation

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 operates and generates income.

 
2.7

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.

Page 4

 
MI9 RETAIL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

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

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

 
2.8

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.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.10

Creditors

Short-term 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.

 
2.11

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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 in the Profit and loss account.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 5

 
MI9 RETAIL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Employees

The average monthly number of employees, including directors, during the year was 7 (2021 - 11).


4.


Tangible fixed assets





Computer equipment

£



Cost


At 1 January 2022
1,260


Additions
2,950


Disposals
(441)



At 31 December 2022

3,769



Depreciation


At 1 January 2022
105


Charge for the year on owned assets
891


Disposals
(123)



At 31 December 2022

873



Net book value



At 31 December 2022
2,896



At 31 December 2021
1,155

Page 6

 
MI9 RETAIL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

5.


Debtors

2022
2021
£
£


Trade debtors
5,140
48,415

Amounts owed by group undertakings
2,027,187
2,972,584

Other debtors
-
1,735

Prepayments and accrued income
35,519
8,970

Tax recoverable
75,753
-

2,143,599
3,031,704



6.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
7,352
58,143

Amounts owed to group undertakings
384,405
826,891

Corporation tax
-
273,465

Other taxation and social security
2,397
-

Other creditors
3,242
3,242

Accruals and deferred income
81,280
42,952

478,676
1,204,693



7.


Reserves

Profit and loss account

This comprises accumulated profits available for distribution. 

Capital Reserve
The balance represents the surplus of assets and liabilities acquired following the transfer of the trades of two fellow subsidiaries into the Company. 


8.


Consolidated financial statements

The smallest group for which consolidated financial statements are prepared which include the results of this company is that headed by MNINE Holdings Inc, and its registered office is Suite 600, 12000 Biscayne Boulevard, Miami, Florida 33181.

Page 7

 
MI9 RETAIL (UK) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the company is dependent on a debtor guarantee and support from a parent undertaking. However, there is substantial doubt about the parent company’s ability to provide this support. These circumstances indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 31 October 2023 by David Pumfrey FCA (Senior statutory auditor) on behalf of Simmons Gainsford LLP.

 
Page 8