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Registered number: 08758418


WYNSHOP (UK) LTD.
(Formerly Mi9 Retail (UK) Ltd)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 
WYNSHOP (UK) LTD.
 

CONTENTS



Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9


 
WYNSHOP (UK) LTD.
REGISTERED NUMBER: 08758418

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
1,419
2,896

  
1,419
2,896

Current assets
  

Debtors: amounts falling due within one year
 5 
2,067,624
2,143,599

Bank and cash balances
  
31,208
12,807

  
2,098,832
2,156,406

Creditors: amounts falling due within one year
 6 
(403,643)
(478,676)

Net current assets
  
 
 
1,695,189
 
 
1,677,730

  

Net assets
  
1,696,608
1,680,626


Capital and reserves
  

Called up share capital 
  
1,000
1,000

Capital reserve
 7 
526,775
526,775

Profit and loss account
 7 
1,168,833
1,152,851

  
1,696,608
1,680,626


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 4 September 2024.




J Williams
Director

The notes on pages 3 to 9 form part of these financial statements.

Page 1

 
WYNSHOP (UK) LTD.
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£

At 1 January 2023
1,000
526,775
1,152,851
1,680,626


Comprehensive income for the year

Profit for the year
-
-
15,982
15,982


At 31 December 2023
1,000
526,775
1,168,833
1,696,608


The notes on pages 3 to 9 form part of these financial statements.


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 9 form part of these financial statements.

Page 2

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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 restructure or refinance its long-term debt, following the sale of its Retail business unit in the first quarter of 2024. 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

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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 has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

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.

Page 5

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Financial instruments (continued)

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 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 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 6

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

The average monthly number of employees, including directors, during the year was 6 (2022 - 7).


4.


Tangible fixed assets





Computer equipment

£



Cost


At 1 January 2023
3,769



At 31 December 2023

3,769



Depreciation


At 1 January 2023
873


Charge for the year on owned assets
1,477



At 31 December 2023

2,350



Net book value



At 31 December 2023
1,419



At 31 December 2022
2,896

Page 7

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Debtors

2023
2022
£
£


Trade debtors
29,682
5,140

Amounts owed by group undertakings
1,961,409
2,027,187

Prepayments and accrued income
4,090
35,519

Tax recoverable
72,443
75,753

2,067,624
2,143,599



6.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
3,138
7,352

Amounts owed to group undertakings
255,902
384,405

Other taxation and social security
11,832
2,397

Other creditors
4,198
3,242

Accruals and deferred income
128,573
81,280

403,643
478,676



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.


Post balance sheet events

Subsequent to the year end, the parent undertaking disposed of intellectual property utilised by group entities. This necessitated the disposal by the company of a business unit which utilised this intellectual property. The business unit generated a net loss £13,805 during the current year.


9.


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 8

 
WYNSHOP (UK) LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 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 4 September 2024 by David Pumfrey FCA (Senior statutory auditor) on behalf of Sumer Auditco Limited.

 
Page 9