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Registered number: 07233697










CoInvestor Limited










Financial statements

Information for filing with the registrar

For the year ended 31 December 2023

 
CoInvestor Limited
 

Company Information


Directors
O J Birch 
Dr J A Dehnert 
K Huxley
J A Storvik 
M A Woolhouse 




Registered number
07233697



Registered office
37 St Margaret's Street

Canterbury

Kent

CT1 2TU




Independent auditors
Kreston Reeves LLP
Chartered Accountants & Statutory Auditor

2nd Floor

168 Shoreditch High Street

London

E1 6RA





 
CoInvestor Limited
 

Contents



Page
Balance sheet
1
Notes to the financial statements
2 - 9


 
CoInvestor Limited
Registered number: 07233697

Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
8,144
7,871

Current assets
  

Debtors: amounts falling due within one year
 6 
348,487
332,490

Cash at bank and in hand
  
199,791
278,560

  
548,278
611,050

Creditors: amounts falling due within one year
 7 
(170,242)
(146,039)

Net current assets
  
 
 
378,036
 
 
465,011

Total assets less current liabilities
  
386,180
472,882

  

Net assets
  
386,180
472,882


Capital and reserves
  

Called up share capital 
 8 
1,565
1,315

Share premium account
  
11,554,178
10,054,428

Share option reserve
  
2,742
1,586

Profit and loss account
  
(11,172,305)
(9,584,447)

  
386,180
472,882


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: 




M A Woolhouse
Director
Date: 24 April 2024

The notes on pages 2 to 9 form part of these financial statements.

Page 1

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

1.


General information

The Company is registered in the UK with the registration number 07233697. It is a private company limited by shares. The registered office is 37 St Margaret's Street, Canterbury, Kent, United Kingdom, CT1 2TU. 
The principal activity of the company is that of the provision of digital solutions in the alternative asset sector.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The financial statements are presented in pound Sterling, and rounded to the nearest pound.

The following principal accounting policies have been applied:

 
2.2

Going concern

The Directors consider the business to be a going concern and have made their assessment based on cashflow and other forecasts.  The Directors consider the company to have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the balance sheet, and accordingly they adopt the going concern 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:

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.

Page 2

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.4

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 statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Research and development

Research and development expenditure is recognised in the statement of comprehensive income as it is incurred.

 
2.6

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.

 
2.7

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.

Page 3

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.8

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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Page 4

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.10

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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
-
20%
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.

 
2.11

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.

 
2.12

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.

Page 5

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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.

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.

 
2.13

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.

Page 6

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Share-based payments
The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The estimation of fair value requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and volatility. The share based payment costs for the year was £1,156 (2022: £959).


4.


Employees

The average monthly number of employees, including directors, during the year was 15 (2022 - 14).


5.


Tangible fixed assets





Office equipment
Computer equipment
Total

£
£
£



Cost


At 1 January 2023
4,772
34,455
39,227


Additions
-
6,243
6,243


Disposals
-
(1,004)
(1,004)



At 31 December 2023

4,772
39,694
44,466



Depreciation


At 1 January 2023
4,131
27,225
31,356


Charge for the year on owned assets
237
4,785
5,022


Disposals
-
(56)
(56)



At 31 December 2023

4,368
31,954
36,322



Net book value



At 31 December 2023
404
7,740
8,144



At 31 December 2022
641
7,230
7,871
Page 7

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

6.


Debtors

2023
2022
£
£


Trade debtors
86,002
131,418

Other debtors
18,321
13,909

Prepayments and accrued income
38,445
25,061

Tax recoverable
205,719
162,102

348,487
332,490



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
68,464
36,989

Other taxation and social security
41,089
30,687

Other creditors
544
3,200

Accruals and deferred income
60,145
75,163

170,242
146,039



8.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2,071,261 (2022 - 1,719,756) Ordinary Shares shares of £0.0001 each
207
172
12,405,367 (2022 - 10,256,872) B Ordinary shares shares of £0.0001 each
1,241
1,026
1,172,000 (2022 - 1,172,000) C Ordinary shares shares of £0.0001 each
117
117

1,565

1,315

During the year £35 of A Ordinary £0.0001 shares and £215 of B Ordinary £0.0001 shares were issued in the period with a total increase in share premium of £1,499,750.


All classes of shares rank pari passu except for C Ordinary shares which have no voting or dividend rights.

Page 8

 
CoInvestor Limited
 

 
Notes to the Financial Statements
For the year ended 31 December 2023

9.


Share-based payments

Certain employees of the company were granted options over the shares of CoInvestor Limited, at a fixed exercise price.  Exercise dates vary per agreement with expiry up to ten years after the vesting date.
The company had in issue at the start of the year 525,000 (2022: 647,000) qualifying options at an exercise price of £0.022 per share and 347,500 (2022: Nil) qualifying options. During the year no options were vested (2022: Nil).
The company recognises an equity settled share-based payment expense based on a reasonable allocation of the total charge for the company.  Where the vesting date has been reached the options are valued on current open market conditions against the option price with the charge pro-rated for the number of employees participating across the expected year of exercise.  For the year under review no options were exercised (2022: 122,000).  A charge of £1,156 (2022: £959) was assessed on the options.


10.


Related party transactions

All directors' remuneration during the current and prior years was at market rate.


11.


Post balance sheet events

Following the year end and as at the date of approval of these financial statements, the company has raised new equity capital of £1,281,937.  Further, guaranteed subscriptions for £120,000 of new equity capital have been received.  Pending the conclusion of the capital raise on 26 April 2024, a total capital raise of in excess of £1,400,000 will have been completed in 2024.


12.


Controlling party

There is no overall controlling party.


13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 24 April 2024 by Anne Dwyer BSc (Hons) FCA (senior statutory auditor) on behalf of Kreston Reeves LLP.


Page 9