Company registration number 08279867 (England and Wales)
REG (UK) LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
REG (UK) LTD
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Notes to the financial statements
4 - 11
REG (UK) LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of provider of software as a service. The company supplies regulated businesses with solutions to address legal, commercial and regulatory risks in their activities whilst trading with other businesses throughout the world.
Key performance indicators
2023
2022
£
£
Turnover
3,353,367
2,935,012
Gross profit
2,569,331
2,137,558
Adjusted EBITDA
601,790
599,180
Net (liabilities)/assets
(85,969)
120,387
Turnover growth was 14% with 100% of customers on recurring contracts.
Net assets have decreased, despite the increase in Adjusted EBITDA, as result of the accounting estimate for the deferred tax asset. This change was driven by the hiring of additional talent in our product and engineering teams to help support additional growth activities in future years. Our methodology, as detailed on note 2, is to extrapolate only realised taxable profits and so the reduction to taxable profits for this financial year decreased the deferred tax asset recognised.
Like many businesses, the directors use EBITDA as a measure to track performance as it represents a market comparable measure of internally generated pre-tax profit, unaffected by sources of capital. The directors use an Adjusted EBITDA to factor out one-off non-recurring items that are less reflective of day-to-day operations. The Adjusted EBITDA presented above excludes certain non-trade related expenditure, such as costs associated with fundraising and accounting provisions for bad and doubtful debts.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr J Hanbury
Mr M Phair
Mr P Tasker
Mr C Bourke
Mr H Tilbury
Auditor
In accordance with the company's articles, a resolution proposing that Mercer & Hole LLP be reappointed as auditor of the company will be put at a General Meeting.
REG (UK) LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
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;
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.
On behalf of the board
Mr P Tasker
Director
23 August 2024
REG (UK) LTD
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 3 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
619,548
447,428
Tangible assets
5
48,784
12,804
668,332
460,232
Current assets
Debtors
6
452,556
693,500
Cash at bank and in hand
1,336,474
746,465
1,789,030
1,439,965
Creditors: amounts falling due within one year
7
(1,112,659)
(879,810)
Net current assets
676,371
560,155
Total assets less current liabilities
1,344,703
1,020,387
Creditors: amounts falling due after more than one year
8
(1,430,672)
(900,000)
Net (liabilities)/assets
(85,969)
120,387
Capital and reserves
Called up share capital
6,229
6,229
Share premium account
11,325,450
11,325,450
Profit and loss reserves
(11,417,648)
(11,211,292)
Total equity
(85,969)
120,387
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 August 2024 and are signed on its behalf by:
Mr P Tasker
Director
Company registration number 08279867 (England and Wales)
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information
REG (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 34 Lime Street, London, EC3M 7AT.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements are prepared on the going concern basis. The directors have have considered the company's projections and, considering the strong cash position and forecast working capital flows, the directors are confident that the company has sufficient resources to continue trading for the foreseeable future.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised as those services are provided. Payments for services received in advance are deferred and recognised on a straight-line basis over the period of subscription.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Internally generated intangible assets, such as software development assets generated by the company's employees, are recognised at cost, where cost is determined as the short-term employee benefits provided to applicable employees, apportioned accordingly to their time spent on relevant development activities. Following initial recognition, such assets are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Operational software
33% straight line
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the term of the relevant lease
Equipment
33% straight line
Website
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash and cash equivalents
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.
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
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.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity. Where equity-settled share based payments only vest upon a qualifying exit event, and such event is not considered probable to occur at the end of the reporting period, no expense is recognised in that reporting period.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling 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 in the period are included in profit or loss.
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Deferred tax asset
The directors estimate the level of deferred tax asset to recognise in respect of carried forward trading losses by reference to the current level of profitability. In addition, future forecasts are reviewed to ensure this represents the minimum level expected over future years.
Intangible fixed assets
The directors estimate the useful life of intangible assets by reference to anticipated needs in the marketplace and ongoing software development.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
29
25
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
4
Intangible fixed assets
Other
£
Cost
At 1 January 2023
3,284,431
Additions
472,419
At 31 December 2023
3,756,850
Amortisation and impairment
At 1 January 2023
2,837,003
Amortisation charged for the year
300,299
At 31 December 2023
3,137,302
Carrying amount
At 31 December 2023
619,548
At 31 December 2022
447,428
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Website
Total
£
£
£
£
Cost
At 1 January 2023
5,605
99,802
102,675
208,082
Additions
45,536
3,630
49,166
At 31 December 2023
5,605
145,338
106,305
257,248
Depreciation and impairment
At 1 January 2023
2,353
94,292
98,633
195,278
Depreciation charged in the year
940
9,631
2,615
13,186
At 31 December 2023
3,293
103,923
101,248
208,464
Carrying amount
At 31 December 2023
2,312
41,415
5,057
48,784
At 31 December 2022
3,252
5,510
4,042
12,804
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
239,381
232,197
Corporation tax recoverable
19,747
Other debtors
47,278
27,195
Prepayments and accrued income
101,433
89,662
388,092
368,801
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset
64,464
324,699
Total debtors
452,556
693,500
7
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
9
580,000
400,000
Trade creditors
70,450
87,259
Taxation and social security
161,533
154,972
Deferred income
159,533
109,855
Other creditors
60,123
45,286
Accruals
81,020
82,438
1,112,659
879,810
8
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans
9
1,430,672
900,000
9
Loans and overdrafts
2023
2022
£
£
Bank loans
2,010,672
1,300,000
Payable within one year
580,000
400,000
Payable after one year
1,430,672
900,000
REG (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Loans and overdrafts
(Continued)
- 11 -
The bank loan is secured by fixed and floating charges over all assets of the company present and future.
Under the terms of the finance facility, an up-front arrangement fee of £12,000 was payable on inception, in addition to a deferred arrangement fee of £84,000 payable on the earlier of either the completion of the loan or under certain trigger events. An amount of £10,672 is included within bank loans payable after one year in respect of the recognition of these fees spread across the term of the finance facility under the effective interest method.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Andrew Lawes MA MSc FCA
Statutory Auditor:
Mercer & Hole LLP
Date of audit report:
23 August 2024
11
Financial commitments, guarantees and contingent liabilities
At the reporting period date, under the terms of the company's debt facility, a 1% transaction fee would be payable to the Senior Debt Provider, levied on the Initial Market Capitalisation, disposal proceeds, or share consideration, in the event of a qualifying listing, disposal, or change of control. The transaction fee applies on the amount that exceeds an agreed threshold amount in relation to the aforementioned qualifying events. The amount payable in respect of this transaction fee clause cannot be reliably determined as it is contingent on future transactions that cannot be reasonably determined. Similarly, the possibility and timing of their occurrence cannot be accurately determined. As such, the transaction fee has not been provided for in these financial statements as it does not meet the recognition criteria prescribed under section 21.4 of FRS 102.
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
262,450
49,750
2023-12-312023-01-01false23 August 2024CCH SoftwareCCH Accounts Production 2024.200The principal activity of the company continued to be that of provider of software as a service. The company supplies regulated businesses with solutions to address legal, commercial and regulatory risks in their activities whilst trading with other businesses throughout the world.This audit opinion is unqualifiedMr J HanburyMr M PhairMr P TaskerMr C BourkeMr H TilburyMr L Joppfalsefalse082798672023-01-012023-12-3108279867bus:Director12023-01-012023-12-3108279867bus:Director22023-01-012023-12-3108279867bus:Director32023-01-012023-12-3108279867bus:Director42023-01-012023-12-3108279867bus:Director52023-01-012023-12-3108279867bus:Director62023-01-012023-12-31082798672023-12-31082798672022-12-3108279867core:IntangibleAssetsOtherThanGoodwill2023-12-3108279867core:IntangibleAssetsOtherThanGoodwill2022-12-3108279867core:LandBuildings2023-12-3108279867core:OtherPropertyPlantEquipment2023-12-3108279867core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-3108279867core:LandBuildings2022-12-3108279867core:OtherPropertyPlantEquipment2022-12-3108279867core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3108279867core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3108279867core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3108279867core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3108279867core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3108279867core:CurrentFinancialInstruments2023-12-3108279867core:CurrentFinancialInstruments2022-12-3108279867core:ShareCapital2023-12-3108279867core:ShareCapital2022-12-3108279867core:SharePremium2023-12-3108279867core:SharePremium2022-12-3108279867core:RetainedEarningsAccumulatedLosses2023-12-3108279867core:RetainedEarningsAccumulatedLosses2022-12-3108279867core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3108279867core:ComputerSoftware2023-01-012023-12-3108279867core:LeaseholdImprovements2023-01-012023-12-3108279867core:PlantMachinery2023-01-012023-12-3108279867core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-31082798672022-01-012022-12-3108279867core:IntangibleAssetsOtherThanGoodwill2022-12-3108279867core:LandBuildings2022-12-3108279867core:OtherPropertyPlantEquipment2022-12-3108279867core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-31082798672022-12-3108279867core:LandBuildings2023-01-012023-12-3108279867core:OtherPropertyPlantEquipment2023-01-012023-12-3108279867core:Non-currentFinancialInstruments2023-12-3108279867core:Non-currentFinancialInstruments2022-12-3108279867bus:PrivateLimitedCompanyLtd2023-01-012023-12-3108279867bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3108279867bus:FRS1022023-01-012023-12-3108279867bus:Audited2023-01-012023-12-3108279867bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP