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Registered number: 06389354










IOActive Europe Limited










Financial statements

For the Year Ended 31 December 2023

 
IOActive Europe Limited
Registered number: 06389354

Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
316,021
53,671

Investments
 5 
86
86

  
316,107
53,757

Current assets
  

Debtors
 6 
5,095,230
4,165,528

Cash at bank and in hand
 7 
67,939
588,029

  
5,163,169
4,753,557

Creditors: amounts falling due within one year
 8 
(3,673,465)
(3,135,430)

Net current assets
  
 
 
1,489,704
 
 
1,618,127

Total assets less current liabilities
  
1,805,811
1,671,884

Creditors: amounts falling due after more than one year
 9 
(14,811)
(24,949)

Provisions for liabilities
  

Deferred tax
  
(13)
(2,487)

Net assets
  
1,790,987
1,644,448


Capital and reserves
  

Called up share capital 
 10 
1
1

Share premium account
  
200,000
200,000

Profit and loss account
  
1,590,986
1,444,447

  
1,790,987
1,644,448


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: 




J Pennell
Director
Date: 28 January 2025

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

Page 1

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

IOActive Europe Limited is a private company, limited by shares, incorporated in England and Wales.
The address of the registered office is Fifth Floor, 120 Charing Cross Road, London, WC2H 0JR. The company's registered number is 06389354.

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 financial statements are presented to the nearest Pound. 
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The following principal accounting policies have been applied:

 
2.2

Going concern

These financial statements are prepared on the going concern basis. The director has a reasonable expectation that the company will continue in operational existence for the foreseeable future. The company meets its day to day working capital requirements through its bank account and intercompany loan facility with IOActive Inc. Its parent company will provide sufficient financial support to enable it to settle its financial liabilities as they fall due.

 
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:

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. 

 
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.

Page 2

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.4
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the length lease
Fixtures and fittings
-
14 - 33.3% straight line
Office equipment
-
20 - 33.3% 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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.6

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.

 
2.7

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.

Page 3

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.8

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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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.

 
2.9

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 4

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.10

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.

 
2.11

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'.

 
2.12

Borrowing costs

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

 
2.13

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.

 
2.14

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive
obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate
can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware
of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure
required to settle the obligation, taking into account relevant risks and uncertainties.
 
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 5

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.15

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Employees

The average monthly number of employees, including directors, during the year was 25 (2022 - 18).

Page 6

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

4.


Tangible fixed assets





Long-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
15,328
28,451
100,612
144,391


Additions
204,217
11,537
102,532
318,286


Disposals
-
-
(34,532)
(34,532)



At 31 December 2023

219,545
39,988
168,612
428,145



Depreciation


At 1 January 2023
14,709
11,601
64,410
90,720


Charge for the year on owned assets
19,660
3,030
33,246
55,936


Disposals
-
-
(34,532)
(34,532)



At 31 December 2023

34,369
14,631
63,124
112,124



Net book value



At 31 December 2023
185,176
25,357
105,488
316,021



At 31 December 2022
619
16,850
36,202
53,671


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
86



At 31 December 2023
86




Page 7

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

6.


Debtors


2023
2022
£
£

Trade debtors
307,321
298,298

Amounts owed by group undertakings
4,442,342
3,333,102

Other debtors
345,567
332,726

Tax recoverable
-
201,402

5,095,230
4,165,528



7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
67,939
588,029

67,939
588,029



8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
10,139
9,891

Trade creditors
218,797
391,891

Amounts owed to group undertakings
2,691,631
2,144,571

Corporation tax
62,977
79,987

Other creditors
14,167
5

Accruals and deferred income
675,754
509,085

3,673,465
3,135,430



9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
14,811
24,949


The bank loan is repayable in monthly instalments over a period of 5 years from 2021. Interest is payable
at 2.5% per annum. 

Page 8

 
IOActive Europe Limited
 

 
Notes to the Financial Statements
For the Year Ended 31 December 2023

10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1



11.


Capital commitments


At 31 December 2023 the Company had capital commitments as follows:

2023
2022
£
£


Contracted for but not provided in these financial statements
-
109,691

-
109,691


12.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
119,141
74,188

Later than 1 year and not later than 5 years
267,789
201,086

386,930
275,274


13.


Controlling party

The company is controlled by IOActive Inc., a company incorporated in the United States of America. The ultimate controlling party is J Pennell, the director of IOActive Inc. 
The largest and smallest group in which the results of the company are consolidated is that headed by IOActive Inc., a company incorporated in the United States of America. The consolidated accounts are available to the public. IOActive Inc. is registered at 1426 Elliott Avenue W, Seattle, WA 98119.


14.


Auditors' information

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

The audit report was signed on 29 January 2025 by Robert Sellers FCCA (Senior Statutory Auditor) on behalf of Kreston Reeves LLP.


Page 9