Caseware UK (AP4) 2023.0.135 2023.0.135 2023-11-302023-11-30The company's principal activity is architectural technology servicestrue2022-12-01truefalse83110The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 10471125 2022-12-01 2023-11-30 10471125 2021-12-01 2022-11-30 10471125 2023-11-30 10471125 2022-11-30 10471125 2021-12-01 10471125 c:PriorPeriodIncreaseDecrease 2022-12-01 2023-11-30 10471125 1 2022-12-01 2023-11-30 10471125 d:Director2 2022-12-01 2023-11-30 10471125 c:PlantMachinery 2022-12-01 2023-11-30 10471125 c:PlantMachinery 2023-11-30 10471125 c:PlantMachinery 2022-11-30 10471125 c:PlantMachinery c:OwnedOrFreeholdAssets 2022-12-01 2023-11-30 10471125 c:MotorVehicles 2022-12-01 2023-11-30 10471125 c:MotorVehicles 2023-11-30 10471125 c:MotorVehicles 2022-11-30 10471125 c:MotorVehicles c:OwnedOrFreeholdAssets 2022-12-01 2023-11-30 10471125 c:FurnitureFittings 2022-12-01 2023-11-30 10471125 c:OfficeEquipment 2022-12-01 2023-11-30 10471125 c:OfficeEquipment 2023-11-30 10471125 c:OfficeEquipment 2022-11-30 10471125 c:OfficeEquipment c:OwnedOrFreeholdAssets 2022-12-01 2023-11-30 10471125 c:ComputerEquipment 2022-12-01 2023-11-30 10471125 c:ComputerEquipment 2023-11-30 10471125 c:ComputerEquipment 2022-11-30 10471125 c:ComputerEquipment c:OwnedOrFreeholdAssets 2022-12-01 2023-11-30 10471125 c:OwnedOrFreeholdAssets 2022-12-01 2023-11-30 10471125 c:PatentsTrademarksLicencesConcessionsSimilar 2023-11-30 10471125 c:PatentsTrademarksLicencesConcessionsSimilar 2022-11-30 10471125 c:CurrentFinancialInstruments 2023-11-30 10471125 c:CurrentFinancialInstruments 2022-11-30 10471125 c:Non-currentFinancialInstruments 2023-11-30 10471125 c:Non-currentFinancialInstruments 2022-11-30 10471125 c:CurrentFinancialInstruments c:WithinOneYear 2023-11-30 10471125 c:CurrentFinancialInstruments c:WithinOneYear 2022-11-30 10471125 c:Non-currentFinancialInstruments c:AfterOneYear 2023-11-30 10471125 c:Non-currentFinancialInstruments c:AfterOneYear 2022-11-30 10471125 c:ShareCapital 2022-12-01 2023-11-30 10471125 c:ShareCapital 2023-11-30 10471125 c:ShareCapital 2021-12-01 2022-11-30 10471125 c:ShareCapital 2022-11-30 10471125 c:ShareCapital 2021-12-01 10471125 c:SharePremium 2022-12-01 2023-11-30 10471125 c:SharePremium 2023-11-30 10471125 c:SharePremium c:PriorPeriodIncreaseDecrease 2022-12-01 2023-11-30 10471125 c:SharePremium 2021-12-01 2022-11-30 10471125 c:SharePremium 2022-11-30 10471125 c:SharePremium 2021-12-01 10471125 c:RetainedEarningsAccumulatedLosses 2022-12-01 2023-11-30 10471125 c:RetainedEarningsAccumulatedLosses 2023-11-30 10471125 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2022-12-01 2023-11-30 10471125 c:RetainedEarningsAccumulatedLosses 2021-12-01 2022-11-30 10471125 c:RetainedEarningsAccumulatedLosses 2022-11-30 10471125 c:RetainedEarningsAccumulatedLosses 2021-12-01 10471125 d:OrdinaryShareClass1 2022-12-01 2023-11-30 10471125 d:OrdinaryShareClass1 2023-11-30 10471125 d:OrdinaryShareClass1 2022-11-30 10471125 d:FRS102 2022-12-01 2023-11-30 10471125 d:AuditExempt-NoAccountantsReport 2022-12-01 2023-11-30 10471125 d:FullAccounts 2022-12-01 2023-11-30 10471125 d:PrivateLimitedCompanyLtd 2022-12-01 2023-11-30 10471125 2 2022-12-01 2023-11-30 10471125 6 2022-12-01 2023-11-30 10471125 13 2022-12-01 2023-11-30 10471125 c:PatentsTrademarksLicencesConcessionsSimilar c:OwnedIntangibleAssets 2022-12-01 2023-11-30 10471125 e:PoundSterling 2022-12-01 2023-11-30 10471125 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2022-12-01 2023-11-30 10471125 c:SharePremium c:PreviouslyStatedAmount 2022-11-30 10471125 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2022-11-30 10471125 c:PreviouslyStatedAmount 2022-11-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 10471125










RESI DESIGN LIMITED








UNAUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

 
RESI DESIGN LIMITED
REGISTERED NUMBER: 10471125

STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2023

2023
As restated
2022
Note
£
£

Fixed assets
  

Intangible assets
 4 
11,248
11,978

Tangible assets
 5 
136,512
224,809

Investments
  
2
2

  
147,762
236,789

Current assets
  

Debtors: amounts falling due within one year
 6 
755,058
623,432

Cash at bank and in hand
  
1,450,872
1,430,134

  
2,205,930
2,053,566

Creditors: amounts falling due within one year
 7 
(1,221,662)
(885,561)

Net current assets
  
 
 
984,268
 
 
1,168,005

Total assets less current liabilities
  
1,132,030
1,404,794

Creditors: amounts falling due after more than one year
  
(4,900,391)
(2,674,905)

  

Net liabilities
  
(3,768,361)
(1,270,111)


Capital and reserves
  

Called up share capital 
 9 
5
5

Share premium account
  
9,695,768
9,694,988

Profit and loss account
  
(13,464,134)
(10,965,104)

  
(3,768,361)
(1,270,111)


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 statement of comprehensive income 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 by:
Page 1

 
RESI DESIGN LIMITED
REGISTERED NUMBER: 10471125
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 NOVEMBER 2023












J Coleman
Director

Date: 28 August 2024

The notes on pages 5 to 13 form part of these financial statements.

Page 2

 
RESI DESIGN LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 December 2022 (as previously stated)
5
12,194,988
(10,790,199)
1,404,794

Prior year adjustment - correction of error
-
(2,500,000)
(174,905)
(2,674,905)

At 1 December 2022 (as restated)
5
9,694,988
(10,965,104)
(1,270,111)


Comprehensive income for the year

Loss for the year
-
-
(2,499,030)
(2,499,030)
Total comprehensive income for the year
-
-
(2,499,030)
(2,499,030)


Contributions by and distributions to owners

Shares issued during the year
-
780
-
780


At 30 November 2023
5
9,695,768
(13,464,134)
(3,768,361)


The notes on pages 5 to 13 form part of these financial statements.

Page 3

 
RESI DESIGN LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 December 2021
5
9,523,888
(7,826,629)
1,697,264


Comprehensive income for the year

Loss for the year (As restated)
-
-
(3,138,475)
(3,138,475)
Total comprehensive income for the year
-
-
(3,138,475)
(3,138,475)


Contributions by and distributions to owners

Shares issued during the year (As restated)
-
171,100
-
171,100


At 30 November 2022 (As restated)
5
9,694,988
(10,965,104)
(1,270,111)


The notes on pages 5 to 13 form part of these financial statements.

Page 4

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

1.


General information

Resi Design Limited is a private company, limited by shares, registered in England and Wales, The company's registered number 10471125 and registered office address International House 4th Floor, International House, Canterbury Crescent, London, England, SW9 7QD.

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

As at 30 November 2023 the company had net liabilities of £3,768,361 (2022: £1,270,111) and debt
of £5,586,542 (2022: £2,674,905). The company meets its day to day working capital requirements
through fund raising from the issue of equity and debt. At year end the cash at bank and in hand was
£1,450,872 (2022 - £1,430,134).
The directors have reasonable expectation that the company has adequate resources to continue in
operational existence until a date at least twelve months from the date of approval of these financial
statements. For this reason, they continue to adopt the going concem basis in preparing the financial
statements.

 
2.3

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:

 
2.4

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.5

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 5

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.5
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:

Plant and machinery
-
10%
on cost
Motor vehicles
-
20%
on reducing balance
Fixtures and fittings
-
25%
on cost
Computer equipment
-
25%
on cost

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.

  
2.6

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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

  
2.7

Research and development

Research and development expenditure is written off as incurred.

Page 6

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.8

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.

 
2.9

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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

Page 7

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.15

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

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.



 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate
Page 8

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.18

Convertible debt

The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Statement of financial position.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.


3.


Employees

The average monthly number of employees, including directors, during the year was 83 (2022 - 110).

Page 9

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

4.


Intangible assets




Website   and other intangibles

£



Cost


At 1 December 2022
14,607



At 30 November 2023

14,607



Amortisation


At 1 December 2022
2,629


Charge for the year on owned assets
730



At 30 November 2023

3,359



Net book value



At 30 November 2023
11,248



At 30 November 2021
11,978



Page 10

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

5.


Tangible fixed assets





Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 December 2022
162,846
25,300
4,915
221,130
414,191


Additions
24,890
-
3,268
2,512
30,670


Disposals
(79,494)
-
-
(2,756)
(82,250)



At 30 November 2023

108,242
25,300
8,183
220,886
362,611



Depreciation


At 1 December 2022
38,710
9,028
2,979
138,664
189,381


Charge for the year on owned assets
15,114
3,254
920
46,704
65,992


Disposals
(27,306)
-
-
(1,968)
(29,274)



At 30 November 2023

26,518
12,282
3,899
183,400
226,099



Net book value



At 30 November 2023
81,724
13,018
4,284
37,486
136,512



At 30 November 2022
124,135
16,272
1,936
82,465
224,808


6.


Debtors

2023
2022
£
£


Trade debtors
78,673
235,811

Amounts owed by group undertakings
141,691
158,230

Other debtors
46,501
92,661

Prepayments and accrued income
488,193
136,730

755,058
623,432


Page 11

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Other loans
686,151
-

Trade creditors
85,933
45,214

Other taxation and social security
197,579
436,954

Other creditors
20,170
48,560

Accruals and deferred income
231,829
354,833

1,221,662
885,561



8.


Creditors: Amounts falling due after more than one year

2023
As restated
2022
£
£

Other loans
4,900,391
2,674,905

4,900,391
2,674,905



9.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



53,402 (2022 - 52,279) Ordinary shares of £0.0001- each
5
5

1,123 Ordinary shares of 0.0001 each were alloted as fully paid during the year.
The Company operates an Enterprise Management Incentive (EMI) share option scheme. Share options vest monthly over a 3 year period, with a one year cliff.



10.


Share Options

During the year ended 30 November 2023, 161 options were converted by employees. No share options were issued in the period. 
The options in existence were issued at £0.0001 and an exercise price of £21.66 per share option. The vesting periods for the shares issued are 36 months.
All options have been valued using the Black Scholes model and the share option charge is immaterial. The options granted are unconditional and vest equally over the 36 month period of employment. The maximum term of the options is 10 years from grant date. No shares expired during the period.

Page 12

 
RESI DESIGN LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

11.


Pension commitments

The Company operates a defined contribution scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £108,249 (2022: £104,999). Contributions totalling £20,159 (2022: £21,555) were payable to the fund at the reporting date.


12.


Post balance sheet events

Convertible loan notes converted into shares post year end on 3 December 2023. 1,161 preferred shares
with a par value of £0.0001 and conversion price of £926.03, for a total of £1,075,121 by way of
conversion of loan notes held by the investor.
On 10 January 2024, further convertible loan notes were converted into shares. 3,960 preferred shares
with a par value of £0.0001 and a conversion price of £740.82, for a total of £2,933,665 by way of
conversion of loan notes held by the investor.


13.


Prior Period Adjustment

In the prior year, £2,500,000 of convertible loan notes were issued and recognised in equity. The contractual obligations attached to the loan notes means that a financial liability had arisen.
The impact on the Balance Sheet is a reclassification from Share Premium to Creditors: amounts falling due after more than one year for a total of £2,500,000.
Interest had accrued on the loan notes issued, and an amount of £174,904 has been debited to the prior year Profit and Loss: Other loan interest payable, with a corresponding liability recognised in Creditors: amounts falling due after more than one year.

 
Page 13