Caseware UK (AP4) 2024.0.164 2024.0.164 2024-06-302024-06-302025-05-16true1falsetrue2023-07-01falseNo description of principal activity2The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 9425237 2023-07-01 2024-06-30 9425237 2022-07-01 2023-06-30 9425237 2024-06-30 9425237 2023-06-30 9425237 2022-07-01 9425237 1 2022-07-01 2023-06-30 9425237 1 2023-07-01 2024-06-30 9425237 e:CompanySecretary1 2023-07-01 2024-06-30 9425237 e:Director1 2023-07-01 2024-06-30 9425237 e:Director4 2023-07-01 2024-06-30 9425237 e:Director6 2023-07-01 2024-06-30 9425237 e:Director7 2023-07-01 2024-06-30 9425237 e:Director7 2024-06-30 9425237 e:Director8 2023-07-01 2024-06-30 9425237 e:Director8 2024-06-30 9425237 e:RegisteredOffice 2023-07-01 2024-06-30 9425237 d:OfficeEquipment 2023-07-01 2024-06-30 9425237 d:OfficeEquipment 2024-06-30 9425237 d:OfficeEquipment 2023-06-30 9425237 d:OfficeEquipment d:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 9425237 d:ComputerEquipment 2023-07-01 2024-06-30 9425237 d:ComputerEquipment 2024-06-30 9425237 d:ComputerEquipment 2023-06-30 9425237 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 9425237 d:OwnedOrFreeholdAssets 2023-07-01 2024-06-30 9425237 d:CurrentFinancialInstruments 2024-06-30 9425237 d:CurrentFinancialInstruments 2023-06-30 9425237 d:CurrentFinancialInstruments d:WithinOneYear 2024-06-30 9425237 d:CurrentFinancialInstruments d:WithinOneYear 2023-06-30 9425237 d:Non-currentFinancialInstruments d:AfterOneYear 2024-06-30 9425237 d:Non-currentFinancialInstruments d:AfterOneYear 2023-06-30 9425237 d:ShareCapital 2023-07-01 2024-06-30 9425237 d:ShareCapital 2024-06-30 9425237 d:ShareCapital 2022-07-01 2023-06-30 9425237 d:ShareCapital 2023-06-30 9425237 d:ShareCapital 2022-07-01 9425237 d:SharePremium 2023-07-01 2024-06-30 9425237 d:SharePremium 2024-06-30 9425237 d:SharePremium 2022-07-01 2023-06-30 9425237 d:SharePremium 2023-06-30 9425237 d:SharePremium 2022-07-01 9425237 d:SharePremium 1 2022-07-01 2023-06-30 9425237 d:CapitalRedemptionReserve 2023-07-01 2024-06-30 9425237 d:CapitalRedemptionReserve 2024-06-30 9425237 d:CapitalRedemptionReserve 2022-07-01 2023-06-30 9425237 d:CapitalRedemptionReserve 2023-06-30 9425237 d:CapitalRedemptionReserve 2022-07-01 9425237 d:RevaluationReserve 1 2022-07-01 2023-06-30 9425237 d:OtherMiscellaneousReserve 2023-07-01 2024-06-30 9425237 d:OtherMiscellaneousReserve 2024-06-30 9425237 d:OtherMiscellaneousReserve 2022-07-01 2023-06-30 9425237 d:OtherMiscellaneousReserve 2023-06-30 9425237 d:OtherMiscellaneousReserve 2022-07-01 9425237 d:OtherMiscellaneousReserve 1 2022-07-01 2023-06-30 9425237 d:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 9425237 d:RetainedEarningsAccumulatedLosses 2024-06-30 9425237 d:RetainedEarningsAccumulatedLosses 2022-07-01 2023-06-30 9425237 d:RetainedEarningsAccumulatedLosses 2023-06-30 9425237 d:RetainedEarningsAccumulatedLosses 2022-07-01 9425237 d:RetainedEarningsAccumulatedLosses 1 2022-07-01 2023-06-30 9425237 e:FRS102 2023-07-01 2024-06-30 9425237 e:AuditExempt-NoAccountantsReport 2023-07-01 2024-06-30 9425237 e:FullAccounts 2023-07-01 2024-06-30 9425237 e:PrivateLimitedCompanyLtd 2023-07-01 2024-06-30 9425237 6 2023-07-01 2024-06-30 9425237 13 2023-07-01 2024-06-30 9425237 d:ShareCapital 1 2022-07-01 2023-06-30 9425237 f:PoundSterling 2023-07-01 2024-06-30 iso4217:GBP xbrli:pure
Company registration number: 9425237







UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2024


MOGO HOLDINGS LIMITED
































      





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MOGO HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
Mr P V Boyle 
Mr J P Marmion 
Mr A R J Lloyd-Jones 
Mr M A Page (appointed 3 April 2024)
Mr J D Stephenson (appointed 23 April 2025)




Company secretary
Pitsec Limited



Registered number
9425237



Registered office
C/O Broadfield Law
One Bartholomew Close

Barts Square

London

EC1A 7BL




Accountants
Menzies LLP
Chartered Accountants

95 Gresham Street

London

EC2V 7AB





 


MOGO HOLDINGS LIMITED
 



CONTENTS



Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10


 


MOGO HOLDINGS LIMITED
REGISTERED NUMBER:9425237



STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
5,880
5,298

Investments
 5 
2,487,682
2,487,682

  
2,493,562
2,492,980

Current assets
  

Debtors: amounts falling due within one year
 6 
9,841,044
9,488,494

Cash at bank and in hand
  
28,140
20,002

  
9,869,184
9,508,496

Creditors: amounts falling due within one year
 7 
(13,088,092)
(12,115,932)

Net current liabilities
  
 
 
(3,218,908)
 
 
(2,607,436)

Total assets less current liabilities
  
(725,346)
(114,456)

Creditors: amounts falling due after more than one year
  
(852,904)
(824,857)

  

Net liabilities
  
(1,578,250)
(939,313)


Capital and reserves
  

Called up share capital 
  
24,072
9,928

Share premium account
  
7,061,249
6,368,204

Capital redemption reserve
  
119
119

Other reserves
  
219,042
219,042

Profit and loss account
  
(8,882,732)
(7,536,606)

  
(1,578,250)
(939,313)


Page 1

 


MOGO HOLDINGS LIMITED
REGISTERED NUMBER:9425237


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 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 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 on 16 May 2025.




Mr A R J Lloyd-Jones
Director

The notes on pages 4 to 10 form part of these financial statements.

Page 2

 
MOGO HOLDINGS LIMITED

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



Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 July 2022
9,928
6,368,204
119
226,125
(6,144,275)
460,101



Comprehensive income for the year


Loss for the year
-
-
-
-
(1,392,331)
(1,392,331)


Convertible loan notes issued
-
-
-
(7,083)
-
(7,083)

Total comprehensive income for the year
-
-
-
(7,083)
(1,392,331)
(1,399,414)



Total transactions with owners
-
-
-
-
-
-





At 1 July 2023
9,928
6,368,204
119
219,042
(7,536,606)
(939,313)



Comprehensive income for the year


Loss for the year
-
-
-
-
(1,346,126)
(1,346,126)

Total comprehensive income for the year
-
-
-
-
(1,346,126)
(1,346,126)



Contributions by and distributions to owners


Shares issued during the year
14,144
693,045
-
-
-
707,189



Total transactions with owners
14,144
693,045
-
-
-
707,189



At 30 June 2024
24,072
7,061,249
119
219,042
(8,882,732)
(1,578,250)



The notes on pages 4 to 10 form part of these financial statements.

Page 3
 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

1.


General information

Mogo Holdings Limited is a private Company limited by shares, incorporated in England and Wales under Companies Act 2006. The address of the registered office and registration number is given on the Company information page.

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 following principal accounting policies have been applied:

 
2.2

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.

  
2.3

Inter-Company Balances

Included within debtors due within one year is an amount of £9,774,052 owed by a subsidiary Company (2023: £9,372,121). The Company remains in a net liability position and this is not expected to change in the near future. Despite the subsidiary lacking the cash or reserves to repay the debt, the directors consider the loan to be fully recoverable, as the subsidiary's future expected market value is forecast to exceed the combined investment and intercompany loan.

 
2.4

Going concern

The Company and Group as a whole continue to be loss-making, and the Company’s Australian subsidiary had a challenging year, seeing an overall reduction in the level of annual revenue. These losses are as anticipated and expected to continue for at least a further two years.
Since the end of the financial year, the Company has continued to raise funds from existing and new investors, most notably securing an investment of £500,000 in April 2025. The directors remain optimistic that the Company will continue to be able to raise the further funding required until it can reach cash flow positive. It is on this basis, and on a review of the Group’s commercial pipeline that the directors believe that the Company remains a going concern. As such, the financial statements have been prepared on this basis.

Page 4

 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

2.Accounting policies (continued)

 
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.

 
2.6

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. 

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Taxation

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.

Page 5

 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

2.Accounting policies (continued)

 
2.9

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.

 
2.10

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.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one
Page 6

 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

2.Accounting policies (continued)


2.10
Financial instruments (continued)

year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.11

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.

 
2.12

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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.13

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, on a reducing balance basis.

Depreciation is provided on the following basis:

Office equipment
-
3 years
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.

Page 7

 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

2.Accounting policies (continued)

 
2.14

Convertible debt

The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the reporting date.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.


3.


Employees




The average monthly number of employees during the year was 1 (2023 - 2).


4.


Tangible fixed assets





Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 July 2023
1,001
9,182
10,183


Additions
-
1,938
1,938



At 30 June 2024

1,001
11,120
12,121



Depreciation


At 1 July 2023
458
4,427
4,885


Charge for the year on owned assets
135
1,221
1,356



At 30 June 2024

593
5,648
6,241



Net book value



At 30 June 2024
408
5,472
5,880



At 30 June 2023
543
4,755
5,298

Page 8

 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2023
2,487,682



At 30 June 2024
2,487,682





6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
9,774,052
9,372,121

Other debtors
24,685
70,536

Prepayments and accrued income
42,307
45,837

9,841,044
9,488,494



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Other loans
7,921,024
7,878,141

Trade creditors
207,746
205,815

Other taxation and social security
52,872
182,050

Other creditors
246,716
96,569

Accruals and deferred income
899,749
835,269

Interest accruals
3,759,985
2,918,088

13,088,092
12,115,932



Secured Creditors


2024
2023

£
£

Other loans
6,885,151
6,426,225

The above loans are secured by fixed and floating charges against all assets of the entity.


Page 9

 


MOGO HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS

8.


Additional transactions with directors

Included in other creditors within one year is £95,000 (2023: £95,000) owed to directors of the Company. Also included in other creditors is an amount of £52,522 (2023:  £46,022) relating to the interest accrued in respect of the outstanding loan balance. Interest was accrued at 10% on £65,000 of the loans provided, no interest was accrued in the year on the remaining £30,000.


9.


Post balance sheet events

After the year end the company raised finance through the allotment of 1,034,000 class A ordinary shares and 155,045 preference shares on 17 April 2025. The total finance raised was £650,000 of this £150,000 was converted from loans held at the year end.

Page 10