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Registered number: 12144978 (England and Wales)














DRAGONFLY EYE LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


 
DRAGONFLY EYE LIMITED
 

 
COMPANY INFORMATION


Director
T T Hwang 




Registered number
12144978



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independant auditors
ZEDRA Corporate Reporting Services (UK) Limited






 
DRAGONFLY EYE LIMITED
 


CONTENTS



Page
Balance Sheet
 
1 - 3
Statement of Changes in Equity
 
3
Notes to the Financial Statements
 
4 - 14



 
DRAGONFLY EYE LIMITED
REGISTERED NUMBER:12144978


BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 5 
701,900
860,128

Tangible assets
 6 
11,228
12,796

Investments
 7 
54
54

  
713,182
872,978

Current assets
  

Debtors: amounts falling due after more than one year
 8 
137,834
-

Debtors: amounts falling due within one year
 8 
2,444,674
3,570,929

Cash at bank and in hand
  
885,473
351,527

  
3,467,981
3,922,456

Creditors: amounts falling due within one year
 9 
(4,594,091)
(5,523,508)

Net current liabilities
  
 
 
(1,126,110)
 
 
(1,601,052)

Total assets less current liabilities
  
(412,928)
(728,074)

Creditors: amounts falling due after more than one year
 10 
(80,796)
(310,432)

Provisions for liabilities
  

Deferred tax
 11 
-
(217,900)

  
 
 
-
 
 
(217,900)

Net liabilities
  
(493,724)
(1,256,406)

Page 1


 
DRAGONFLY EYE LIMITED
REGISTERED NUMBER:12144978

    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

As restated
2023
2022
£
£

Capital and reserves
  

Called up share capital 
  
84,531
80,231

Share premium account
  
43,469
43,469

Capital contribution reserve
 12 
119,973
-

Profit and loss account
  
(741,697)
(1,380,106)

  
(493,724)
(1,256,406)


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:

T T Hwang
Director

Date: 25 February 2025

The notes on pages 4 to 14 form part of these financial statements.

Page 2


 
DRAGONFLY EYE LIMITED
REGISTERED NUMBER:12144978


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
80,231
43,469
-
(402,420)
(278,720)



Loss for the year
-
-
-
(977,686)
(977,686)



At 1 January 2023
80,231
43,469
-
(1,380,106)
(1,256,406)



Profit for the year
-
-
-
638,409
638,409

Share option expense
-
-
119,973
-
119,973

Shares issued during the year
4,300
-
-
-
4,300


At 31 December 2023
84,531
43,469
119,973
(741,697)
(493,724)


Page 3


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies

 
1.1

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 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 (see note 2).

The following principal accounting policies have been applied:

  
1.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.

 
1.3

Going concern

On 21 February 2025, FiscalNote, Inc., an indirect wholly-owned subsidiary of FiscalNote Holdings, Inc., entered into an equity purchase agreement for the sale of the Company. The transaction is expected to close in Q1 2025 subject to receipt of antitrust clearance in Austria and other customary closing conditions. Management has deemed it appropriate to prepare the financial statements on a going concern basis. At the date of signing these financial statements though, it is uncertain what the intentions of the prospective buyer would be for the Company, which has therefore raised a material uncertainty in relation to the Company’s ability to continue for the foreseeable future. 

 
1.4

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.

Page 4


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.5

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover 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.

 
1.6

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.

 
1.7

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


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.8

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.

 
1.9

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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
1.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. Intangible assets are amortised on a straight-line basis over the estimated useful life that has been determined to be three years.

Page 6


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.11

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
-
3
years

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.

 
1.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
1.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
Debtors due after more tha one year are measured initially at transaction price and then subsequently measured at amortised cost.

 
1.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

Page 7


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.15

Creditors

Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
Long-term creditors are initially recognised at fair value, net of any transaction costs and then subsequently measured at amortised cost using the effective interest rate method.

2.


Judgements in applying accounting policies

The preparation of the financial statements in accordance with FRS 102 requires management to make judgements,  estimates  and  assumptions  that  affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Useful economic life of intangible fixed assets
The director has reviewed the asset lives and associated residual values of intangible fixed assets, and has concluded that asset lives and residual values are appropriate.
The actual lives of the assets and residual values are assessed annually and may vary depending on a number  of  factors.  In  re-assessing  asset  lives,  management  consider  factors  such  as  technological innovation, product life cycles and maintenance programs.


3.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified, though the auditor drew attention to note 1.3 to these accounts which indicate the existence of material uncertainty which may cause significant doubt about the Company's ability to continue as a going concern.
The Company did not require an audit in the previous year, as a result the comparatives have not been audited.

The audit report was signed on 25 February 2025 by Dominic King FCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


4.


Employees

The average monthly number of employees, including directors, during the year was 54 (2022 - 66).

Page 8


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Intangible assets




Computer software

£



Cost


At 1 January 2023
860,128


Additions
218,984



At 31 December 2023

1,079,112



Amortisation


Charge for the year on owned assets
377,212



At 31 December 2023

377,212



Net book value



At 31 December 2023
701,900



At 31 December 2022
860,128

The comparatives for tangible assets and intangible assets have been reanalysed to better reflect the nature of these assets. As a result, intangible assets in the comparatives have increased by £860,128 while tangible fixed assets have decreased by the same amount.



Page 9


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 January 2023
14,437



At 31 December 2023

14,437



Depreciation


At 1 January 2023
1,641


Charge for the year on owned assets
1,568



At 31 December 2023

3,209



Net book value



At 31 December 2023
11,228



At 31 December 2022
12,796

The comparatives for tangible assets and intangible assets have been reanalysed to better reflect the nature of these assets. As a result, intangible assets in the comparatives have increased by £860,128 while tangible fixed assets have decreased by the same amount.

Page 10


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Fixed asset investments





Investments in subsidiary company

£



Cost or valuation


At 1 January 2023
54



At 31 December 2023
54





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Dragonfly Eye Pte. Ltd
600 Northbridge Road, Singapore 188778
Ordinary
100%

Page 11


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Debtors

2023
2022
£
£

Due after more than one year

Prepayments and accrued income
137,834
-

137,834
-


As restated
2023
2022
£
£

Due within one year

Trade debtors
1,396,202
2,355,433

Amounts owed by group undertakings
499,332
239,228

Other debtors
84,675
177,830

Prepayments and accrued income
182,212
798,438

Deferred taxation
282,253
-

2,444,674
3,570,929


Other debtors and other creditors in the comparatives have been reanalysed to better reflect their nature, which has resulted in a movement of £128,000 between these two accounts.


9.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Trade creditors
3,165
546,300

Amounts owed to group undertakings
1,589,336
1,721,830

Other taxation and social security
94,297
136,601

Other creditors
263,585
128,744

Accruals and deferred income
2,643,708
2,990,033

4,594,091
5,523,508


Other debtors and other creditors in the comparatives have been reanalysed to better reflect their nature, which has resulted in a movement of £128,000 between these two accounts.

Page 12


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Accruals and deferred income
80,796
310,432

80,796
310,432



11.


Deferred taxation




2023


£






At beginning of year
(217,900)


Charged to profit or loss
500,153



At end of year
282,253

The deferred taxation balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(178,282)
(217,900)

Tax losses carried forward
460,231
-

Short term timing differences
304
-

282,253
(217,900)


12.


Reserves

Capital contribution reserve

Certain employees of the Company have been granted options and Restricted Stock Unites ("RSUs") over the shares in FiscalNote Holdings, Inc., the Company's ultimate parent. The options are granted at the listed share price on the grant date and vest over a period of 3 years.
Where RSUs are awarded to employees, the fair value of the RSUs at the date of grant is charged to profit or loss over the vest period.
An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised in the capital contribution reserve.

Page 13


 
DRAGONFLY EYE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Controlling party

FiscalNote Holdings, Inc. is the parent company of the smallest group for which consoldiated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 1201 Pennsylvania Avenue NW, 6th Floor, Washington DC, United States, 20004.


14.


Assets pledged as security

At the year end, the Company had charges registered in favour of Runway Growth Finance Corporation. These were fixed and floating charges over the assets of the Company, securing the debts of other companies within the wider group.


15.


Post balance sheet events

On 21 February 2025, FiscalNote, Inc., an indirect wholly-owned subsidiary of FiscalNote Holdings, Inc., entered into an equity purchase agreement for the sale of the Company. The transaction is expected to close in Q1 2025 subject to receipt of antitrust clearance in Austria and other customary closing conditions.
This is an adjusting event, due to the going concern narrative in note 1.3 being updated to reflect the post balance sheet event. 
There were no non-adjusting or other adjusting events occurring between the end of the reporting year and the date these financial statements were approved.

 
Page 14