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Registered number: 11896439










X-TENTION LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
X-TENTION LIMITED
REGISTERED NUMBER: 11896439

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
7,835
3,638

Investments
 6 
5,403,362
-

  
5,411,197
3,638

Current assets
  

Debtors: amounts falling due within one year
 7 
142,580
149,698

Current asset investments
 8 
12,482,500
9,380,137

Cash at bank and in hand
  
174,025
987,879

  
12,799,105
10,517,714

Creditors: amounts falling due within one year
 9 
(5,332,369)
(222,094)

Net current assets
  
 
 
7,466,736
 
 
10,295,620

Total assets less current liabilities
  
12,877,933
10,299,258

  

Net assets
  
12,877,933
10,299,258


Capital and reserves
  

Called up share capital 
 10 
118
100

Share premium account
  
139,982
-

Other reserves
  
12,011,702
8,909,339

Profit and loss account
  
726,131
1,389,819

  
12,877,933
10,299,258


Page 1

 
X-TENTION LIMITED
REGISTERED NUMBER: 11896439
    
BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2024

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: 




Dr T Corkett
Director

Date: 9 May 2025

The notes on pages 3 to 11 form part of these financial statements.

Page 2

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

X-Tention Limited is a private company limited by shares and incorporated in England and Wales, registration number 11896439. The address of the registered office is Victoria Court, 17-21 Ashford Road, Maidstone, Kent, ME14 5DA. 
The financial statements are presented in sterling which is the functional currency of the Company and rounded to the nearest £1. 

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

Going concern

The financial statements are prepared on a going concern basis and the Company will continue to be supported by its parent. There are no uncertainties that cast significant doubt on the Company’s ability to continue as a going concern.

 
2.3

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'.

Page 3

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

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.

Licence fees
Revenue from the re-sale of licence fees is recognised at the start date of the licence. 
 
 
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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

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

 
2.7

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.

Page 4

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.8

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.

 
2.9

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 balance sheet date in the countries where the Company operates and generates income.

 
2.10

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
-
25%
reducing balance

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.

 
2.11

Valuation of investments

Investments in subsidiary and associated undertakings are held at fair value with changes in fair value recognised in profit or loss. 

Page 5

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.12

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.

 
2.13

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.

 
2.14

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.

 
2.15

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.

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.
Page 6

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.15
Financial instruments (continued)


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 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.

 
2.16

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.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future event that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future.  The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Tangible fixed assets: the directors annually assess both the residual value of these assets and the expected useful life of such assets. Details on the expected useful lives of assets are reflected in the accounting policy in note 2.10.


4.


Employees

The average monthly number of employees, including directors, during the year was 6 (2023 - 3).

Page 7

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

5.


Tangible fixed assets





Office equipment

£



Cost or valuation


At 1 October 2023
7,393


Additions
4,550


Transfers intra group
2,259



At 30 September 2024

14,202



Depreciation


At 1 October 2023
3,755


Charge for the year on owned assets
2,612



At 30 September 2024

6,367



Net book value



At 30 September 2024
7,835



At 30 September 2023
3,638


6.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
5,403,362



At 30 September 2024
5,403,362




On 31 January 2024, the Company purchased the entire share capital of CTOi Group Limited for total consideration of £5,403,362, comprising initial cash of £4,952,361.60, plus deferred cash and B share consideration of £450,000. 

Page 8

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Debtors

2024
2023
£
£


Trade debtors
58,482
26,338

Other debtors
84,098
123,360

142,580
149,698



8.


Current asset investments


After the year end, the Company's 30% investment Cloud 21 Limited was sold for total consideration of £12,485,500. The carrying value of this investment as a current asset held for resale was revalued on this basis by £3,102,363 which has been recognised in the Statement of Comprehensive Income as a fair value gain. 


9.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
80,486
152,852

Amounts owed to group undertakings
4,905,621
-

Other taxation and social security
25,253
5,221

Other creditors
254,575
41,676

Accruals and deferred income
66,434
22,345

5,332,369
222,094



10.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



112 (2023 - 100) Ordinary A shares of £1.00 each
112
100
6 (2023 - nil) Ordinary B shares of £1.00 each
6
-

118

100


Page 9

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.Share capital (continued)

12 Ordinary A shares issued on 18 January 2024 in exchange for settling an outstanding loan.
6 Ordinary B shares were issued on 31 January 2024 as part of the financing for the acquisition of CTOi Group Limited (note 6).


11.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £20,652 (2023 - £6,713). Contributions totalling £4,575 (2023 - £1,676) were payable to the fund at the balance sheet date and are included in creditors.


12.


Commitments under operating leases

At 30 September 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
21,120
-

21,120
-


13.


Related party transactions

A loan from Synca GmbH, a connected company of Benedikt Aichinger, a director, of £40,000 was repaid in full during the year, via the issue of 12 Ordinary A shares in the Company.  The loan was interest free and repayable on demand.  Consultancy fees of £143,798 (2023 - £103,950) were also paid to Synca GmbH in the year.  At the year end, the balance due from Synca GmbH is £nil (2023 - £40,000).
Within the year, dividends were paid to the Company's parent X-tention Holding GmbH of £Nil (2023 - £3,137,944). 
In respect of the purchase by the Company of CTOi Group Limited (note 6), the sellers were Dr T Corkett and his connected persons, and CTOi Investments Limited (being a company controlled by Dr T Corkett). Dr T Corkett is a director of the Company. 


14.


Parent undertaking

The Company's immediate parent is X-tention Holding GmbH, a company registered in Austria which is the parent for the smallest group for which consolidated accounts are prepared. The registered office is Rablstraße 25, 4600 Wels, Austria

Page 10

 
X-TENTION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.


Auditor's information

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

The audit report was signed on 16 May 2025 by Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor) on behalf of MHA.

 
Page 11