Caseware UK (AP4) 2023.0.135 2023.0.135 2024-03-312024-03-31Cybersecurity services2023-04-01false2914falsetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 12564314 2023-04-01 2024-03-31 12564314 2022-04-01 2023-03-31 12564314 2024-03-31 12564314 2023-03-31 12564314 2022-04-01 12564314 c:Director1 2023-04-01 2024-03-31 12564314 d:ComputerEquipment 2023-04-01 2024-03-31 12564314 d:ComputerEquipment 2024-03-31 12564314 d:ComputerEquipment 2023-03-31 12564314 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-04-01 2024-03-31 12564314 d:CurrentFinancialInstruments 2024-03-31 12564314 d:CurrentFinancialInstruments 2023-03-31 12564314 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 12564314 d:CurrentFinancialInstruments d:WithinOneYear 2023-03-31 12564314 d:ShareCapital 2024-03-31 12564314 d:ShareCapital 2023-03-31 12564314 d:SharePremium 2023-04-01 2024-03-31 12564314 d:SharePremium 2024-03-31 12564314 d:SharePremium 2023-03-31 12564314 d:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 12564314 d:RetainedEarningsAccumulatedLosses 2024-03-31 12564314 d:RetainedEarningsAccumulatedLosses 2023-03-31 12564314 d:AcceleratedTaxDepreciationDeferredTax 2024-03-31 12564314 d:AcceleratedTaxDepreciationDeferredTax 2023-03-31 12564314 d:RetirementBenefitObligationsDeferredTax 2024-03-31 12564314 d:RetirementBenefitObligationsDeferredTax 2023-03-31 12564314 c:OrdinaryShareClass2 2023-04-01 2024-03-31 12564314 c:OrdinaryShareClass2 2024-03-31 12564314 c:OrdinaryShareClass2 2023-03-31 12564314 c:FRS102 2023-04-01 2024-03-31 12564314 c:AuditExempt-NoAccountantsReport 2023-04-01 2024-03-31 12564314 c:FullAccounts 2023-04-01 2024-03-31 12564314 c:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 12564314 2 2023-04-01 2024-03-31 12564314 4 2023-04-01 2024-03-31 12564314 6 2023-04-01 2024-03-31 12564314 e:PoundSterling 2023-04-01 2024-03-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12564314









COVERTSWARM LIMITED







UNAUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
COVERTSWARM LIMITED
REGISTERED NUMBER:12564314

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
48,845
28,342

Investments
 5 
76
76

  
48,921
28,418

Current assets
  

Debtors: amounts falling due within one year
 6 
1,464,461
509,198

Cash at bank and in hand
  
3,829,354
690,697

  
5,293,815
1,199,895

Creditors: amounts falling due within one year
 7 
(2,060,622)
(723,969)

Net current assets
  
 
 
3,233,193
 
 
475,926

Total assets less current liabilities
  
3,282,114
504,344

Provisions for liabilities
  

Deferred tax
 8 
(11,724)
(6,813)

  
 
 
(11,724)
 
 
(6,813)

Net assets
  
3,270,390
497,531


Capital and reserves
  

Called up share capital 
 9 
1
1

Share premium account
 10 
2,292,997
-

Profit and loss account
 10 
977,392
497,530

  
3,270,390
497,531


Page 1

 
COVERTSWARM LIMITED
REGISTERED NUMBER:12564314
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 income and retained earnings 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: 




................................................
A Reeves
Director

Date: 30 January 2025

The notes on pages 3 to 10 form part of these financial statements.

Page 2

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

The principal activity of CovertSwarm Limited in the period under review is that of the delivery of cyber and risk consultancy and professional services.
The Company is a private company, limited by shares and incorporated in England & Wales.
The registered office is: International House, 36-38 Cornhill, London, EC3V 3NG. 

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 following principal accounting policies have been applied:

 
2.2

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.

 
2.3

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 3

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

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 reporting 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.

 
2.5

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 Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 4

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.6

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 reporting 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 reporting 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 reporting date.

 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.8

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:

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.

Page 5

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Group’s cash management. Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. 
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

 
2.11

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Employees

The average monthly number of employees, including directors, during the year was 29 (2023 - 14).

Page 6

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 April 2023
41,861


Additions
40,081


Disposals
(1,014)



At 31 March 2024

80,928



Depreciation


At 1 April 2023
13,519


Charge for the year on owned assets
19,212


Disposals
(648)



At 31 March 2024

32,083



Net book value



At 31 March 2024
48,845



At 31 March 2023
28,342


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
76



At 31 March 2024
76





6.


Debtors

2024
2023
£
£

Page 7

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.Debtors (continued)


Trade debtors
1,017,778
430,638

Amounts owed by group undertakings
188,349
4,414

Other debtors
66,026
24,389

Prepayments and accrued income
192,308
49,757

1,464,461
509,198



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
255,071
16,814

Amounts owed to group undertakings
40,000
-

Corporation tax
50,110
61,864

Other taxation and social security
274,144
142,500

Other creditors
4,632
35,890

Accruals and deferred income
1,436,665
466,901

2,060,622
723,969


Page 8

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

8.


Deferred taxation




2024


£






At beginning of year
(6,813)


Charged to profit or loss
(4,911)



At end of year
(11,724)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(12,174)
(7,086)

Short-term timing differences
450
273

(11,724)
(6,813)


9.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



101,780 (2023 - 100,000) Ordinary shares shares of £0.00001 each
1
1

In the year ended 31 March 2024, 1,780 £0.00001 Ordinary shares were issues at a premium of £1.04849 per share.



10.


Reserves

Share premium account

The share premium account represents the premium paid on shares issued of £1,866 and capitalised intercompany loan of £2,291,131.

Profit and loss account

This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.

Page 9

 
COVERTSWARM LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

11.


Share-based payments

The company has granted unapproved options over Nil (2023: 789) ordinary shares with an exercise price equal to the market value at the date of grant. 
The company has granted EMI options over Nil (2023: 3,679) ordinary shares with an exercise price equal to the market value at the date of grant. 

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

104.85

4,468

104.85
 
5,257
 
Granted during the year


-

 
-
 
Forfeited during the year


(2,688)

 
(789)
 
Exercised during the year


(1,780)

 
-
 
Outstanding at the end of the year
-

-

104.85
 
4,468
 






12.


Prior year adjustment

The prior year profit and loss has been restated to include certain expenditure within cost of sales from administration expenses. There is no impact on overall profit and loss or retained earnings.


13.


Controlling party

CovertSwarm Bidco Limited of International House, 36-38 Cornhill, London EC3V 3NG is the immediate parent company. The ultimate parent company is CovertSwarm Group Limited of International House, 36-38 Cornhill, London EC3V 3NG.
The largest and the smallest group of companies for which group accounts have been drawn up is that headed by CovertSwarm Group Limited. Copies of group accounts can be obtained from Companies House.

 
Page 10