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Registered number: 09178411












INCONTEXT SOLUTIONS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 

INCONTEXT SOLUTIONS LIMITED

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Statement of changes in equity
 
3
Notes to the financial statements
 
4 - 10

 

INCONTEXT SOLUTIONS LIMITED
 
COMPANY INFORMATION


Directors
C Conzelman 
D Rich 
N Miller 




Registered number
09178411



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:09178411
INCONTEXT SOLUTIONS LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
1,596
-

  
1,596
-

Current assets
  

Debtors: amounts falling due within one year
 5 
198,681
167,216

Bank and cash balances
  
2,591
8,278

  
201,272
175,494

Creditors: amounts falling due within one year
 6 
(53,372)
(41,759)

Net current assets
  
 
 
147,900
 
 
133,735

Total assets less current liabilities
  
149,496
133,735

  

Net assets
  
149,496
133,735


Capital and reserves
  

Called up share capital 
 7 
100
100

Other reserves
 8 
7,051
8,743

Profit and loss account
 8 
142,345
124,892

Total equity
  
149,496
133,735


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 profit and loss account 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: 




C Conzelman
Director

Date: 8 July 2025

The notes on pages 4 to 10 form part of these financial statements.
Page 2

 

INCONTEXT SOLUTIONS LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


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

£
£
£
£


At 1 January 2023
100
7,900
111,920
119,920


Comprehensive income for the year

Profit for the year
-
-
12,972
12,972

Share-based payment charge
-
843
-
843
Total comprehensive income for the year
-
843
12,972
13,815



At 31 December 2023 and 1 January 2024
100
8,743
124,892
133,735


Comprehensive income for the year

Profit for the year
-
-
15,256
15,256

Share-based payment charge
-
505
-
505
Total comprehensive income for the year
-
505
15,256
15,761

Transfer to/from profit and loss account
-
(2,197)
2,197
-


At 31 December 2024
100
7,051
142,345
149,496


The notes on pages 4 to 10 form part of these financial statements.
Page 3

 

INCONTEXT SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

InContext Solutions 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, United Kingdom, WC2B 5AH.
The financial statements are presented in Sterling (£), which is the functional currency of the company. 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 sole customer of the company is its parent undertaking, InContext Solutions Inc. The company is therefore dependent on the performance of the group and without such support the company would not be a going concern. The company has received a letter of financial support from its parent company, confirming it will provide such support for at least the next 12 months.
The parent company continues to adopt a prudent approach to the growth of the business, maintaining oversight on operating costs and developing the customer base to support future revenues. However, the parent company is uncertain as to the additional cash requirements to support ongoing operations. As such, the CEO and Executive Chairman of the parent company has confirmed their willingness to provide support in the absence of alternative fundraising.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

  
2.3

Turnover

Turnover from contracts to provide sales and marketing services to the parent company is recognised in the period in which the services are provided. Revenue is recognised to the extent that it is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax.

 
2.4

Interest income

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

Page 4

 

INCONTEXT SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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.

 
2.7

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:

Fixtures and fittings
-
25%
per annum
Computer equipment
-
33%
per annum

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

 

INCONTEXT SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.8

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. 
 
The 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 and intercompany working capital balances, 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, 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 6

 

INCONTEXT SOLUTIONS LIMITED

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

 
2.9

Cash

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

Page 7

 

INCONTEXT SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

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.

  
2.11

Share capital

Ordinary shares are classified as equity.


3.


Employees

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

Page 8

 

INCONTEXT SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost


At 1 January 2024
866
3,804
4,670


Additions
-
1,872
1,872



At 31 December 2024

866
5,676
6,542



Depreciation


At 1 January 2024
866
3,804
4,670


Charge for the year
-
276
276



At 31 December 2024

866
4,080
4,946



Net book value



At 31 December 2024
-
1,596
1,596



At 31 December 2023
-
-
-


5.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
177,574
160,446

Other debtors
21,107
6,770

198,681
167,216


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

Page 9

 

INCONTEXT SOLUTIONS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
8,484
9,966

Corporation tax
3,175
3,971

Other taxation and social security
17,326
6,175

Other creditors
294
1,149

Accruals
24,093
20,498

53,372
41,759



7.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.



8.


Reserves

Other reserves

The other reserves relates to equity settled share-based payment expense. 


9.


Parent undertaking

The immediate parent undertaking is InContext Solutions, Inc..
The smallest group for which consolidated financial statements are drawn up is headed by InContext Solutions, Inc. whose registered office is 20 N Upper Wacker Dr, Suite 1200, Chicago, IL 60606, USA.

10.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 10 July 2025 by Nicholas Anderson (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 10