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Registered number: 09144633











CRITICALEYE INVESTMENTS PLC

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024
















TWP ACCOUNTING LLP
Chartered Accountants & Statutory Auditors
The Old Rectory
Church Street
Weybridge
Surrey
KT13 8DE

 
CRITICALEYE INVESTMENTS PLC
 

COMPANY INFORMATION


Directors
M R Blagg 
A J Minton 
C J H Wagstaff 
J A David 




Company secretary
C J H Wagstaff



Registered number
09144633



Registered office
The Old Rectory
Church Street

Weybridge

Surrey

KT13 8DE




Independent auditor
TWP Accounting LLP
Chartered Accountants & Statutory Auditors

The Old Rectory

Church Street

Weybridge

Surrey

KT13 8DE





 
CRITICALEYE INVESTMENTS PLC
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Independent Auditor's Report
4 - 7
Statement of Comprehensive Income
8
Balance Sheet
9
Statement of Changes in Equity
10
Analysis of Net Debt
11
Notes to the Financial Statements
12 - 15


 
CRITICALEYE INVESTMENTS PLC
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

Business review
 
The company holds non-convertible 8% bonds on which it pays interest every six months to October and April.
The bonds are redeemable where a minimum of 6 months notice of redemption is provided by the bond holder ahead of the anniversary date being every October. There were no redemption notices provided towards the redemption for October 2024. 
During the year, bonds with a value of £100,000 were redeemed.

Directors' statement of compliance with duty to promote the success of the Company
 
The directors confirm and acknowledge responsibilities for securing compliance with the relevant obligations.


This report was approved by the board on 18 November 2024 and signed on its behalf.



................................................
M R Blagg
Director

Page 1

 
CRITICALEYE INVESTMENTS PLC
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024

The directors present their report and the financial statements for the year ended 31 May 2024.

Principal activity

The Company's principal activity is to provide non convertible bonds.

Directors

The directors who served during the year were:

M R Blagg 
A J Minton 
C J H Wagstaff 
J A David 

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the balance sheet date.

Page 2

 
CRITICALEYE INVESTMENTS PLC
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Auditor

The auditor, TWP Accounting LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 18 November 2024 and signed on its behalf.
 







................................................
M R Blagg
Director

Page 3

 
CRITICALEYE INVESTMENTS PLC
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE INVESTMENTS PLC
 

Opinion


We have audited the financial statements of Criticaleye Investments PLC (the 'Company') for the year ended 31 May 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 May 2024 and of its result 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 Auditor's 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 Auditor's 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 4

 
CRITICALEYE INVESTMENTS PLC
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE INVESTMENTS PLC (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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have 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 Strategic Report or 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.


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.


Page 5

 
CRITICALEYE INVESTMENTS PLC
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE INVESTMENTS PLC (CONTINUED)


Auditor's 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 Auditor's 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:
Obtain an understanding of the policies and procedures management have in place to detect and prevent fraud and non-compliance with laws and regulations.
Enquire  of  management  any  cases  of  actual  or  suspected  fraud  and  non-compliance  with  laws  and regulations.
Enquire  of  management  and  those  charged  with  governance  around  actual  and  potential  litigation  and claims.
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Assess the key risk areas within the financial statements which are susceptible to fraud or error and design our audit approach thereon.
Perform substantive tests on a sample of transactions throughout the financial statements to ensure that no material errors have been identified.
Review of after year end information to ensure expenditure have been accounted for in the correct period.
Perform analytical review procedures to identify any irregularities and investigation thereon.
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Page 6

 
CRITICALEYE INVESTMENTS PLC
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICALEYE INVESTMENTS PLC (CONTINUED)


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 Auditor's 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.





Paul Hawksley FCA, CTA, MAAT (Senior Statutory Auditor)
  
for and on behalf of
TWP Accounting LLP
 
Chartered Accountants & Statutory Auditors
  
The Old Rectory
Church Street
Weybridge
Surrey
KT13 8DE

18 November 2024
Page 7

 
CRITICALEYE INVESTMENTS PLC
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
Note
£
£

  

Interest receivable and similar income
  
11,605
22,600

Interest payable and similar expenses
 4 
(11,605)
(22,600)

Profit before tax
  
-
-

Profit for the financial year
  
-
-

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 15 form part of these financial statements.

Page 8

 
CRITICALEYE INVESTMENTS PLC
REGISTERED NUMBER: 09144633

BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
                                                                  Note
£
£

  

Current assets
  

Debtors: amounts falling due after more than one year
 5 
-
37,500

Debtors: amounts falling due within one year
 5 
145,645
209,233

  
145,645
246,733

Creditors: amounts falling due within one year
 6 
(645)
(71,733)

Net current assets
  
 
 
145,000
 
 
175,000

Total assets less current liabilities
  
145,000
175,000

Creditors: amounts falling due after more than one year
 7 
(95,000)
(125,000)

  

Net assets
  
50,000
50,000


Capital and reserves
  

Called up share capital 
 8 
50,000
50,000

  
50,000
50,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 November 2024.




................................................
M R Blagg
Director

The notes on pages 12 to 15 form part of these financial statements.

Page 9

 
CRITICALEYE INVESTMENTS PLC
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Total equity

£
£

At 1 June 2022
50,000
50,000
Total comprehensive income for the year
-
-


At 1 June 2023
50,000
50,000
Total comprehensive income for the year
-
-


At 31 May 2024
50,000
50,000


The notes on pages 12 to 15 form part of these financial statements.

Page 10

 
CRITICALEYE INVESTMENTS PLC
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2024




At 1 June 2023
Cash flows
At 31 May 2024
£

£

£

Debt due after 1 year

(125,000)

30,000

(95,000)

Debt due within 1 year

(70,000)

70,000

-


(195,000)
100,000
(95,000)

The notes on pages 12 to 15 form part of these financial statements.

Page 11

 
CRITICALEYE INVESTMENTS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


General information

Criticaleye Investments PLC is incorporated in England and Wales and limited by shares. The principal activity of the business is to provide non convertible bonds.
The company's registered office address can be found on the Company Information page.
The company has not produced a cash flow statement as it does not have a bank account and hence there are no cash transactions.
The company has not produced a statement of other comprehensive income, as the company does not have any transactions that would be classified as such.
The company is a wholly owned subsidiary and accordingly has taken the exemptions provided within paragraph 33.1A of FRS 102 and therefore transactions with group companies have not been disclosed.
The Company's principal activity is to provide non convertible bonds.

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 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.

Monetary amounts in these financial statements are rounded to the nearest pound.

The following principal accounting policies have been applied:

 
2.2

Going concern

After reviewing the projected cash flows and projections of the parent company taking into account changes in trading performance, the directors are confident that the Company has adequate resources to continue in operational existence for the foreseeable future and meet its financial obligations. Therefore they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.3

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.

  
2.4
Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual agreement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Page 12

 
CRITICALEYE INVESTMENTS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Finance costs

Finance costs are charged to the Profit and Loss Account 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.


3.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).


4.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
11,605
22,600

11,605
22,600


5.


Debtors

2024
2023
£
£

Due after more than one year

Unpaid Share Capital
-
37,500

-
37,500


2024
2023
£
£

Due within one year

Amounts owed by group undertakings
145,645
209,233

145,645
209,233


Page 13

 
CRITICALEYE INVESTMENTS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

6.


Creditors: Amounts falling due within one year

2024
2023
£
£

Non Convertible 8% Bonds
-
70,000

Accruals and deferred income
645
1,733

645
71,733


The company has no non convertible 8% bonds (2023 - £70,000) due within one year. The bonds are redeemable annually on 31st October, where a minimum of 6 months notice of redemption is provided by the bondholder.


7.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Non Convertible 8% Bonds
95,000
125,000

95,000
125,000


The company has in issue non convertible 8% bonds £95,000 (2022 - £125,000). The bonds are redeemable annually on 31st October, where a minimum of 6 months notice of redemption is provided by the bondholder. During the year, no bonds (2023 - £70,000) were recognised within creditors due within one year for redemption notices served by any bondholders with redemption dates within the next 12 months. During the year, £100,000 (2023 - £100,000) bonds were redeemed by bondholders and interest has been paid up until redemption date.


8.


Share capital

2024
2023
£
£
Authorised



50,000 (2023 - 50,000) Ordinary shares of £1.00 each
50,000
50,000

Allotted, called up and fully paid



50,000 (2023 - 12,500) Ordinary shares of £1.00 each
50,000
12,500

Allotted, called up and unpaid



0 (2023 - 37,500) Ordinary shares of £1.00 each
-
37,500

In the current and prior period the company has allotted authorised share capital of £50,000, of which all £50,000 has been paid up.




Page 14

 
CRITICALEYE INVESTMENTS PLC
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

9.


Related party transactions

The company is a wholly owned subsidiary and accordingly has taken the exemptions provided within paragraph 33.1A of FRS 102 and therefore transactions with group companies have not been disclosed.
At the balance sheet date Criticaleye (Europe) Limited, the parent company, was guarantor of the bond issued by the company, limited to £95,000 (2023 - £195,000).
At the balance sheet date, Matthew Blagg, a Director of the company, and his close family were owed £20,000 (2023 - £20,000) included within non convertible bonds and were paid interest of £1,600 (2023 - £3,200), with a total of £1,600 (2023 - £3,200) interest being due for the period. 
At the balance sheet date, close family of Andrew Minton, a director of the company, were owed £15,000 (2023 - £15,000) included within non convertible bonds and was paid interest of £1,200 (2023 - £1,200), with a total of £1,200 (2023 - £1,200) interest being due for the period.


10.


Ultimate parent undertaking and controlling party

The company is a wholly owned subsidiary of Criticaleye (Europe) Limited, registered office The Old Rectory, Church Street, Weybridge, Surrey KT13 8DE.
Criticaleye (Europe) Limited is controlled commonly by its directors. There is no one ultimate controlling party.


Page 15