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Registered number: 10255640










MindMaze Healthcare UK Ltd










Directors' report and financial statements

For the year ended 31 December 2022

 
MindMaze Healthcare UK Ltd
 

Company Information


Directors
Jean-Michel Labrousse 
Pierre-Emmanuel Meyer 




Registered number
10255640



Registered office
1st Floor West Davidson House,
Forbury Square,

Reading

Berkshire

RG1 3EU




Independent auditors
Kreston Reeves LLP
Chartered Accountants & Statutory Auditor

37 St Margaret's Street

Canterbury

Kent

CT1 2TU




Bankers
Barclays Bank Plc

Leicester

Leicestershire

LE87 2BB





 
MindMaze Healthcare UK Ltd
 

Contents



Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditors' report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Notes to the financial statements
9 - 13


 
MindMaze Healthcare UK Ltd
 

 
Directors' report
For the year ended 31 December 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Principal activity

The principal activity of the company is that of ensuring the promotion and sale of the MindMaze group products such as MindMotion Pro and MindMotion Go.

Directors

The directors who served during the year were:

Jean-Michel Labrousse 
Pierre-Emmanuel Meyer 
Kevin Gallagher (appointed 6 January 2022, resigned 1 October 2023)

Auditors

The auditorsKreston Reeves LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Pierre-Emmanuel Meyer
Director
Date: 17 September 2024

Page 1

 
MindMaze Healthcare UK Ltd
 

Directors' responsibilities statement
For the year ended 31 December 2022

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 2

 
MindMaze Healthcare UK Ltd
 

 
Independent auditors' report to the members of MindMaze Healthcare UK Ltd
 

Opinion


We have audited the financial statements of MindMaze Healthcare UK Ltd (the 'Company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Balance sheet and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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.


Basis for opinion


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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 3

 
MindMaze Healthcare UK Ltd
 

 
Independent auditors' report to the members of MindMaze Healthcare UK Ltd (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the 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 directors' 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 prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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.


Auditors' 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 Auditors' 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.


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:
Page 4

 
MindMaze Healthcare UK Ltd
 

 
Independent auditors' report to the members of MindMaze Healthcare UK Ltd (continued)


Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team  and  remained  alert  to  any  indications  of  non-compliance  throughout  the  audit.  We  evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to accounting estimates such as accrued and deferred income provisions and the inappropriate posting of journals. Audit procedures performed by the engagement team included:
 
Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud; and
Assessment of identified fraud risk factors; and
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and 
Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgment 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.
 
Page 5

 
MindMaze Healthcare UK Ltd
 

 
Independent auditors' report to the members of MindMaze Healthcare UK Ltd (continued)


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 purpose of expressing an opinion of 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 Auditors' 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 Auditors' 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.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.





Tracey Becker (Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
Canterbury

17 September 2024
Page 6

 
MindMaze Healthcare UK Ltd
 

Statement of comprehensive income
For the year ended 31 December 2022

2022
2021
£
£

  

Turnover
  
40,758
83,664

Cost of sales
  
(24,532)
(54,261)

Gross profit
  
16,226
29,403

Administrative expenses
  
(1,187,120)
(1,016,692)

Other operating income
  
6,806
8,084

Operating loss
  
(1,164,088)
(979,205)

Tax on loss
  
-
-

Loss for the financial year
  
(1,164,088)
(979,205)

The notes on pages 9 to 13 form part of these financial statements.

Page 7

 
MindMaze Healthcare UK Ltd
Registered number: 10255640

Balance sheet
As at 31 December 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 4 
234
342

Current assets
  

Debtors: amounts falling due within one year
 5 
10,396
11,853

Cash at bank and in hand
  
-
160,092

  
10,396
171,945

Creditors: amounts falling due within one year
 6 
(4,093,317)
(3,090,886)

Net current liabilities
  
 
 
(4,082,921)
 
 
(2,918,941)

  

Net liabilities
  
(4,082,687)
(2,918,599)


Capital and reserves
  

Called up share capital 
 7 
1
1

Profit and loss account
 8 
(4,082,688)
(2,918,600)

  
(4,082,687)
(2,918,599)


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 were approved and authorised for issue by the board and were signed on its behalf by: 




Pierre-Emmanuel Meyer
Director
Date: 17 September 2024

The notes on pages 9 to 13 form part of these financial statements.

Page 8

 
MindMaze Healthcare UK Ltd
 

 
Notes to the financial statements
For the year ended 31 December 2022

1.


General information

MindMaze Healthcare UK Ltd is a private company limited by shares and is incorporated in England with the registration number 10255640. The address of its registered office is 1st floor West Davidson House, Forbury Square, Reading, Berkshire, United Kingdom, RG1 3EU.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 company's functional and presentational currency is Pounds Sterling
The company's financial statements are presented to the nearest Pound.

The following principal accounting policies have been applied:

 
2.2

Going concern

In the prior year the financial statements were prepared on the basis of other than going concern. However the company has continued to trade this year due to a new sales project, they also have continued support from the group. Therefore the financial statements have been prepared on a going concern basis.

 
2.3

Revenue

Revenue from the the sale of software is recognised once the customer has the right to use the software under the license, usually once the customer has been invoiced.
Service revenue may include system integration, specific developments and customisation, maintenance and training. Revenue from service contracts is recognised over the period of the contract.

 
2.4

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.

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:

Office equipment
-
5 years straight line

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.

Page 9

 
MindMaze Healthcare UK Ltd
 

 
Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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.

 
2.7

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.

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 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.

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 method.
 
Page 10

 
MindMaze Healthcare UK Ltd
 

 
Notes to the financial statements
For the year ended 31 December 2022

2.Accounting policies (continued)


2.7
Financial instruments (continued)


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.

 
2.8

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.

 
2.9

Borrowing costs

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

 
2.10

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.

 
2.11

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.


3.


Employees

The average monthly number of employees, including directors, during the year was 6 (2021 - 6). 

Page 11

 
MindMaze Healthcare UK Ltd
 

 
Notes to the financial statements
For the year ended 31 December 2022

4.


Tangible fixed assets





IT equipment

£



Cost or valuation


At 1 January 2022
3,601


Disposals
(1,864)



At 31 December 2022

1,737



Depreciation


At 1 January 2022
3,259


Charge for the year on owned assets
108


Disposals
(1,864)



At 31 December 2022

1,503



Net book value



At 31 December 2022
234


5.


Debtors

2022
2021
£
£


Trade debtors
6,132
7,320

Other debtors
3,000
3,000

Prepayments and accrued income
1,264
1,533

10,396
11,853



6.


Creditors: Amounts falling due within one year

2022
2021
£
£

Bank overdrafts
4,366
-

Trade creditors
13,147
6,628

Amounts owed to group undertakings
3,944,501
2,969,969

Other taxation and social security
69,585
38,237

Other creditors
3,993
8,560

Accruals and deferred income
57,725
67,492

4,093,317
3,090,886


Page 12

 
MindMaze Healthcare UK Ltd
 

 
Notes to the financial statements
For the year ended 31 December 2022

7.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 - 1) Ordinary shares share of £1.00
1
1



8.


Reserves

Profit and loss account

This reserve comprises all current and prior period retained profits and losses after deducting and distributions made to the company's shareholders. 


9.


Commitments under operating leases

At 31 December 2022 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021
£
£


Not later than 1 year
2,880
30,231

Later than 1 year and not later than 5 years
-
2,304

2,880
32,535


10.


Controlling party

The smallest group of undertakings to prepare consolidated financial statements which include the result of MindMaze Healthcare UK Ltd are MindMaze SA, a company incorporated in Switzerland (registered office: Chemin de Roseneck 5, 1006 Lausanne, Switzerland).

Page 13