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Registered number: 09911577












3-D MATRIX UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

 

3-D MATRIX UK LIMITED

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Statement of changes in equity
 
3
Notes to the financial statements
 
4 - 13


 

3-D MATRIX UK LIMITED
 
COMPANY INFORMATION


Directors
J Okada 
Y Higashi
H Yuto 




Registered number
09911577



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:09911577
3-D MATRIX UK LIMITED

BALANCE SHEET
AS AT 30 APRIL 2024

2024
2023 
(As restated)
Note
£
£

Fixed assets
  

Tangible fixed assets
 4 
10,183
19,270

  
10,183
19,270

Current assets
  

Debtors: amounts falling due within one year
 5 
1,154,554
898,298

Cash at bank and in hand
  
411,015
77,075

  
1,565,569
975,373

Creditors: amounts falling due within one year
 6 
(1,417,894)
(1,003,439)

Net current assets/(liabilities)
  
 
 
147,675
 
 
(28,066)

Total assets less current liabilities
  
157,858
(8,796)

  

Net assets/(liabilities)
  
157,858
(8,796)


Capital and reserves
  

Called up share capital 
 7 
10,000
10,000

Other reserves
 8 
426,728
350,959

Profit and loss account
 8 
(278,870)
(369,755)

Total equity
  
157,858
(8,796)


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 profit and loss account and directors' report have not been filed.

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




Y Higashi
Director

Date: 29 January 2025

The notes on pages 4 to 13 form part of these financial statements.

Page 2

 

3-D MATRIX UK LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 May 2022 (As restated)
10,000
329,460
(469,666)
(130,206)


Comprehensive income for the year

Profit for the year (As restated)
-
-
99,911
99,911
Total comprehensive income for the year (As restated)
-
-
99,911
99,911


Contributions by and distributions to owners

Share based payment expense (As restated)
-
21,499
-
21,499


Total transactions with owners (As restated)
-
21,499
-
21,499



At 1 May 2023 (As restated)
10,000
350,959
(369,755)
(8,796)


Comprehensive income for the year

Profit for the year
-
-
90,885
90,885
Total comprehensive income for the year
-
-
90,885
90,885


Contributions by and distributions to owners

Share based payment expense
-
75,769
-
75,769


Total transactions with owners
-
75,769
-
75,769


At 30 April 2024
10,000
426,728
(278,870)
157,858


The notes on pages 4 to 13 form part of these financial statements.

Page 3

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


General information

3-D Matrix UK Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH.
The financial statements are presented in Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

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.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

The company is a service provider to 3-D Matrix Ltd (Japan) group entities and is therefore dependent on financial support from 3-D Matrix Ltd (Japan) and certain subsidiaries. Without such support the company would not be a going concern. The company is in receipt of a letter of financial support from 3-D Matrix Ltd (Japan) confirming that such support will be provided for a period of at least 12 months from the date of approval of these financial statements.
As part of the directors’ assessment of the going concern position, the group financial position and performance were considered. 3-D Matrix Ltd (Japan) has continued to record operating losses and incur negative operating cash flows. As a result the group is reliant on successfully growing its operating revenues and reduce operating costs whilst raising additional capital or debt funding in order to meet its liquidity requirements. The consolidated financial statements drawn up by 3-D Matrix Ltd (Japan) for the year ended 30 April 2024 disclose the measures the group is adopting to resolve or improve these circumstances, however, conclude that a significant uncertainty exists regarding the going concern assumption. The measures the group is  adopting to resolve or improve these circumstances are listed under “(6) Material Events Related to Going Concern Assumptions.” in the consolidated financial statements available on https://www.3dmatrix .co.jp/en/ir/.
The directors are of the opinion that the matters described above are material uncertainties relating to events or conditions that may cast significant doubt upon the company’s ability to continue as a going concern. However, the directors have a reasonable expectation that 3-D Matrix Ltd (Japan) will be able to provide sufficient financial support for the company to continue operating for a period of at least 12 months from the date of the approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 4

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

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.

All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

  
2.4

Revenue

Revenue represents the recharge of specific overheads costs to other group companies at an agreed margin and is recognised on an accruals basis 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 value added tax.

 
2.5

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.

 
2.6

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.

 
2.7

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.

Page 5

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.8

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.

 
2.9

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:

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.

 
2.10

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.11

Share Capital

Ordinary shares are classified as equity.

Page 6

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.12

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

  
2.13

Financial instruments

The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. 
Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. 
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 deducting all of its liabilities. 
he Company’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 7

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

  

Financial instruments (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

Page 8

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.Accounting policies (continued)

 
2.14

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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. 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 20 (2023 - 20).

Page 9

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

4.


Tangible fixed assets





Computer equipment

£



Cost


At 1 May 2023
55,947


Additions
799



At 30 April 2024

56,746



Depreciation


At 1 May 2023
36,677


Charge for the year 
9,886



At 30 April 2024

46,563



Net book value



At 30 April 2024
10,183



At 30 April 2023
19,270


5.


Debtors

2024
2023
(As restated)
£
£


Amounts owed by group undertakings
1,054,848
787,017

Other debtors
53,114
68,994

Prepayments and accrued income
46,592
42,287

1,154,554
898,298


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 10

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

6.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
59,890
74,771

Amounts owed to group undertakings
780,496
766,645

Corporation tax
60,000
-

Other taxation and social security
61,943
75,430

Accruals and deferred income
455,565
86,593

1,417,894
1,003,439


Included in amounts owed to group undertakings is a loan amount of 250,000 Euros which matures on 30 April 2024 with an interest rate of 4.2% per annum and a loan amount of £150,000 which matures on 30 April 2024 with an interest rate of 5.12% per annum. The remaining balance of £417,003 included in amounts owed to group undertakings are interest free and repayable on demand. 


7.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



10,000 (2023 - 10,000) Ordinary shares of £1.00 each
10,000
10,000




8.


Reserves

Other reserves

Share option reserves have arisen from the share-based payment charge. The shares over which the options were issued are that of the ultimate parent company.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 11

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

9.


Prior year adjustment

As part of the employment contracts of certain UK employees, the ultimate parent company, 3-D Matrix Ltd issues share warrant subscription agreements in respect of 3-D Matrix Ltd's common stock.
The share based payment expense in respect of these options has not been historically recognised in 3-D Matrix UK Limited. 
The comparative information presented in the financial statements for the year ended 30 April 2023 has been restated to correct this error, with each affected financial statement line item for the prior period restated as follows:
The restatement increased the company's administration expenses for the year ended 30 April 2023 by £21,499 to £3,956,379.
As revenue represents the recharge of specific overheads costs to other group companies at an agreed margin, revenue was increased by £22,574 to £4,062,576.
The combination of the above increased profit before taxation for the year ended 30 April 2023 by £1,075 to £99,911.
Amounts owed by group undertakings as at 30 April 2023 increased by £368,507 to £787,017 with net equity increasing by £368,507 to (£8,796) as at the same date.
The impact on opening reserves at 1 May 2022 was to increase net equity increasing by £345,933 to (£130,206).


10.


Commitments under operating leases

At 30 April 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
34,467
29,380

34,467
29,380


11.

Other financial commitments

The company has entered into contracts in the form of clinical studies with various organisations. The contracts require them to fund various clinical trials and research programmes over a period of two to four years. 

At 30 April 2024 the company had other financial commitments due for each of the following periods:

2024
2023
        £
        £
Not later than 1 year

-

20,000
 

-

20,000
 

Page 12

 

3-D MATRIX UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

12.


Parent company

The company is a wholly owned subsidiary of 3-D Matrix EMEA B.V., a company incorporated in the Netherlands.
The smallest group for which consolidated financial statements are drawn up is headed by 3-D Matrix Limited whose registered office is 7th floor, Kojimachi HF Building, 3-2-4 Kojimachi, Chiyoda-ku, Tokyo 102-0083 Japan.
The ultimate parent company is 3-D Matrix Ltd (Japan).


13.


Auditor's information

The auditor's report on the financial statements for the year ended 30 April 2024 was unqualified.

The audit report was signed on 31 January 2025 by Nicholas Anderson (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 13