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Company Registration Number:  09259506



















POSITIVE RESPONSE CORPORATION LTD
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
 31 MARCH 2025













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POSITIVE RESPONSE CORPORATION LTD
REGISTERED NUMBER: 09259506

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 5 
2,083,295
2,083,295

  
2,083,295
2,083,295

Current assets
  

Debtors: amounts falling due within one year
 6 
3,075
4,323

Cash at bank and in hand
 7 
45,567
88,094

  
48,642
92,417

Creditors: amounts falling due within one year
 8 
(933,932)
(555,082)

Net current liabilities
  
 
 
(885,290)
 
 
(462,665)

Total assets less current liabilities
  
1,198,005
1,620,630

Creditors: amounts falling due after more than one year
 9 
(900,000)
(1,350,000)

  

Net assets
  
298,005
270,630


Capital and reserves
  

Called up share capital 
 12 
2,857
2,857

Share premium account
  
94,980
94,980

Capital redemption reserve
  
107
107

Profit and loss account
  
200,061
172,686

  
298,005
270,630


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: 



D Atherton
P Cullinan
Director
Director
Date: 1 August 2025
Date: 1 August 2025

The notes on pages 2 to 7 form part of these financial statements.

Page 1

 
POSITIVE RESPONSE CORPORATION LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

The company is a private company limited by shares, incorporated in England and Wales, within the United Kingdom.  The registered office address is The Shard, 32 London Bridge Street, London, SE1 9SG and the principal place of business is Campbell House, The Crichton Royal Grounds, Bankend Road, Dumfries, DG1 4UQ.
The principal activity of the company during the year was the strategic management of its subsidiary company.
The presentational and functional currency is GBP and amounts are rounded to the nearest pound unless stated otherwise.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The company is exempt from the requirement to produce consolidated accounts on the grounds that the group of which it is a part is small.

The following principal accounting policies have been applied:

 
2.2

Going concern

The company has net assets of £298,005 and net current liabilities of £885,290.  The company's key asset is its investment in its subsidiary and as such the net current liability position is not a concern.
The company retains the support of its parent company and it has indicated its intention to continue to fund the company.  The directors believe that the company will be able to meet its liabilities for a period of at least 12 months from the date of signing these financial statements.  As such, these financial statements have been prepared on a going concern basis.

 
2.3

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.
Revenue from management charges is recognised in the period to which the management charge relates.

 
2.4

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 2

 
POSITIVE RESPONSE CORPORATION LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
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 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.

 
2.7

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.


 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

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.

 
2.10

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.

Page 3

 
POSITIVE RESPONSE CORPORATION LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's significant accounting policies which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant and reasonable. Actual results may differ from these estimates. The Directors do not consider there to be any critical accounting judgements present, nor are there any key sources of estimation uncertainty that would have a significant effect on the amounts recognised in the financial statements.
Impairment in investments
No asset impairment was identified at the balance sheet date, nor have any events occurred from 1st April 2025 to the date of this report which may lead to impairment of an asset. Impairment on investments is reviewed annually through the use of discounted revenues and enterprise multiples. The assumptions used can be highly sensitive and are open to management's judgement. Management use prudent industry benchmarks to ensure a realistic present value can be determined to assess impairment.
Fair value of share options
The entity's current estimate of the fair value of the share option schemes is based upon the fair value of the shares at grant date. This underlying estimate can be flexed to a range of third party estimates, with no material impact on the financial statements.


4.


Average employee numbers

The average monthly number of employees, including directors, during the year was 4 (2024 - 4).

Page 4

 
POSITIVE RESPONSE CORPORATION LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
2,083,295



At 31 March 2025
2,083,295





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Staffsafe Limited
Campbell House, The Crichton Royal Grounds, Bankend Road, Dumfries, DG1 4UQ
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Net 
Assets
Profit/
(Loss)

Staffsafe Limited
1,383,290
341,914

Page 5

 
POSITIVE RESPONSE CORPORATION LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

6.


Debtors

2025
2024
£
£


Other debtors
3,075
4,323

3,075
4,323



7.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
45,567
88,094

45,567
88,094



8.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
14,061
13,338

Amounts owed to group undertakings
900,000
400,000

Corporation tax
7,319
7,087

Other taxation and social security
5,202
6,815

Other creditors
-
120,000

Accruals and deferred income
7,350
7,842

933,932
555,082


Foresight Vct Plc has a charge over the assets of Positive Response Limited.


9.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Loans
900,000
1,350,000

900,000
1,350,000


Loans totalling £900,000 (2024 - £1,350,000) are secured against the assets of the company and attract interest at a rate of 7% per annum.

Page 6

 
POSITIVE RESPONSE CORPORATION LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

10.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£



Amounts falling due 2-5 years

Loans
900,000
1,350,000


900,000
1,350,000



11.


Share-based payments

Positive Response Corporation Limited have one share-based payment scheme active at 31 March 2025. Under this plan, certain employees are granted options to acquire shares in the company. These options vest over a ten year period and are exercisable upon exit, subject to the employees continued service. At the beginning of the period, there were 27,399 share options brought forward. During the year, no additional options were granted and none were exercised.
Input variables used to value the shares (weighted average):
Fair value (restricted to nominal value)   - £0.01
Vesting period     - 10 years
At the balance sheet date, individuals held total share options of 27,399.


12.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



200,000 (2024 - 200,000) A Ordinary shares of £0.01 each
2,000
2,000
11,550 (2024 - 11,600) B Ordinary shares of £0.01 each
116
116
74,074 (2024 - 74,100) C Ordinary shares of £0.01 each
741
741

2,857

2,857



13.


Controlling party

The ultimate controlling party is Foresight VCT Plc by virtue of their shareholding in the company.


14.


Auditors' information

The auditors' report on the financial statements for the year ended 31 March 2025 was unqualified.

The audit report was signed on 1 August 2025 by Lauren Graham (Senior statutory auditor) on behalf of Armstrong Watson Audit Limited.


Page 7