Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-31 2024-12-31 false 4 2024-01-01 The principal activity of the company is that of providing consulting services.3 true true 13308890 2024-01-01 2024-12-31 13308890 2023-01-01 2023-12-31 13308890 2024-12-31 13308890 2023-12-31 13308890 2023-01-01 13308890 1 2024-01-01 2024-12-31 13308890 1 2023-01-01 2023-12-31 13308890 2 2024-01-01 2024-12-31 13308890 2 2023-01-01 2023-12-31 13308890 d:Director1 2024-01-01 2024-12-31 13308890 d:RegisteredOffice 2024-01-01 2024-12-31 13308890 e:PlantMachinery 2024-01-01 2024-12-31 13308890 e:PlantMachinery 2024-12-31 13308890 e:PlantMachinery 2023-12-31 13308890 e:PlantMachinery e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 13308890 e:CurrentFinancialInstruments 2024-12-31 13308890 e:CurrentFinancialInstruments 2023-12-31 13308890 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 13308890 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 13308890 e:ShareCapital 2024-12-31 13308890 e:ShareCapital 2023-12-31 13308890 e:ShareCapital 2023-01-01 13308890 e:OtherMiscellaneousReserve 2024-01-01 2024-12-31 13308890 e:OtherMiscellaneousReserve 2024-12-31 13308890 e:OtherMiscellaneousReserve 1 2024-01-01 2024-12-31 13308890 e:OtherMiscellaneousReserve 2 2024-01-01 2024-12-31 13308890 e:OtherMiscellaneousReserve 2023-01-01 2023-12-31 13308890 e:OtherMiscellaneousReserve 2023-12-31 13308890 e:OtherMiscellaneousReserve 2023-01-01 13308890 e:OtherMiscellaneousReserve 1 2023-01-01 2023-12-31 13308890 e:OtherMiscellaneousReserve 2 2023-01-01 2023-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2024-12-31 13308890 e:RetainedEarningsAccumulatedLosses 1 2024-01-01 2024-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2023-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2023-01-01 13308890 e:RetainedEarningsAccumulatedLosses 1 2023-01-01 2023-12-31 13308890 e:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 13308890 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 13308890 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 13308890 e:TaxLossesCarry-forwardsDeferredTax 2024-12-31 13308890 e:TaxLossesCarry-forwardsDeferredTax 2023-12-31 13308890 d:OrdinaryShareClass1 2024-01-01 2024-12-31 13308890 d:OrdinaryShareClass1 2024-12-31 13308890 d:OrdinaryShareClass1 2023-12-31 13308890 d:FRS102 2024-01-01 2024-12-31 13308890 d:Audited 2024-01-01 2024-12-31 13308890 d:FullAccounts 2024-01-01 2024-12-31 13308890 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 13308890 d:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 13308890 2 2024-01-01 2024-12-31 13308890 3 2024-01-01 2024-12-31 13308890 e:ShareCapital 1 2024-01-01 2024-12-31 13308890 e:ShareCapital 2 2024-01-01 2024-12-31 13308890 e:ShareCapital 1 2023-01-01 2023-12-31 13308890 e:ShareCapital 2 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 13308890 GENIOO UK LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
GENIOO UK LIMITED CONTENTS
| Page
Company information | 1
Balance sheet | 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 13
GENIOO UK LIMITED COMPANY INFORMATION
Director | A Brunner
Registered number | 13308890
Registered office | 33 Foley St
| Fitzrovia
| London
| W1W 7TL
Independent auditors | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:13308890
GENIOO UK LIMITED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 2,909 |  | 2,866
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 1,407,370 |  | 962,920 |
Cash at bank and in hand |  | 21,050 |  | 424,626 |
|  | 1,428,420 |  | 1,387,546 |
Creditors: amounts falling due within one year | 7 | (504,373) |  | (550,756) |
Net current assets |  |  | 924,047 |  | 836,790
Net assets |  |  | 926,956 |  | 839,656
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 1 |  | 1
Other reserves | 10 |  | 542,878 |  | 548,336
Profit and loss account | 10 |  | 384,077 |  | 291,319
Total equity |  |  | 926,956 |  | 839,656
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:
A Brunner
Director
Date: 27 February 2025
The notes on pages 4 to 13 form part of these financial statements. Page 2
GENIOO UK 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 | 1 | 453,480 | 150,082 | 603,563
Profit for the year | - | - | 77,213 | 77,213
Transfer on shares vesting | - | - | 64,024 | 64,024
Transfer on shares vesting | - | (64,024) | - | (64,024)
Share based payment expense | - | 158,880 | - | 158,880
At 1 January 2024 | 1 | 548,336 | 291,319 | 839,656
Profit for the year | - | - | 82,394 | 82,394
Transfer on shares vesting | - | - | 10,364 | 10,364
Transfer on cash settled cancellation | - | (55,158) | - | (55,158)
Transfer on shares vesting | - | (10,364) | - | (10,364)
Share based payment expense | - | 60,064 | - | 60,064
At 31 December 2024 | 1 | 542,878 | 384,077 | 926,956
| The notes on pages 4 to 13 form part of these financial statements.
Page 3
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Genioo UK Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 33 Foley St, Fitzrovia, London, United Kingdom, W1W 7TL. 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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
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 twelve months from the date these financial statements were approved. Accordingly, they contine to adopt the going concern basis in preparing the financial statements.
| 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 profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 4
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 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, 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.
| 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.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | 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.
| 2.8 | Current and deferred 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 Page 5
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
|  | Current and deferred taxation (continued)
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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.9 | Share based payments
Where share options and restricted stock units ("RSUs") are awarded to employees, the fair value of the options and RSUs 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 and RSUs that eventually vest. Market vesting conditions are factored into the fair value of the options and RSUs 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 and RSUs 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 | National Insurance on share options
To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.
| 2.11 | 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. Page 6
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets (continued)
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:
|  |  |  | Plant and machinery | - | 40% |
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.
| 2.12 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.13 | 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 other debtors, cash and bank balances and intercompany working 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 7
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (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. Page 8
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued) Financial instruments (continued) 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.
| 2.14 | Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, which are described in note 2, the following judgments and key estimates have been made by the director: Share based payments The company participates in an equity settled share based payment arrangement in which share options and RSUs in its parent company are issued to employees of the company. The fair value determined at the grant date is expensed on a straight line basis over the vesting period. The fair value of the options is calculated using the Black-Scholes methodology. The market value of the shares at the grant date is estimated using an EBITDA multiplier model. Estimated level of vesting is reviewed annually by management. The key assumptions of this model are a volatility rate of 150% and a retention rate of 100%. No share options were granted during the year. The Employer's national insurance liability on share options and RSUs which have vested is accrued at the balance sheet date based on the difference between the estimated value of the Company's shares and the exercise price of share option's and RSUs.
4. | Employees
| The average monthly number of employees, during the year was 3 (2023 -4).
Page 9
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Tangible fixed assets
|  | Plant and machinery
|  | £
| Cost |
| At 1 January 2024 | 13,478
| Additions | 2,999
| At 31 December 2024 | 16,477
| Depreciation |
| At 1 January 2024 | 10,612
| Charge for the year | 2,956
| At 31 December 2024 | 13,568
| Net book value |
| At 31 December 2024 | 2,909
| At 31 December 2023 | 2,866
6. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 1,398,056 | 902,479
| Other debtors | 1,709 | 18,048
| Prepayments and accrued income | 4,533 | 3,877
| Deferred taxation (see note 9) | 3,072 | 38,516
|  | 1,407,370 | 962,920
Page 10
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 10,485 | 9,321
| Corporation tax | 11,890 | 35,348
| Other taxation and social security | 24,613 | 32,071
| Accruals and deferred income | 457,385 | 474,016
|  | 504,373 | 550,756
8. | Deferred taxation
|  | 2024 | 2023
|  | £ | £
| At beginning of year | 38,516 | 60,832
| Charged to profit or loss | (35,444) | (22,316)
| At end of year | 3,072 | 38,516
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | (727) | (716)
| Payroll accruals | 3,799 | 39,232
|  | 3,072 | 38,516
9. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and partly paid |  |
|  | 1 (2023 -1) Ordinary share of £1.00 | 1 | 1
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
Page 11
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Reserves
Other reserves Other reserves comprise of expenditure on employee share options that have not been exercised. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses.
11. | Share based payments
| The parent company, Genioo AG, has two share schemes for employees. Restricted share units (RSUs) RSUs are awarded to select employees and are exercisable at a Nil price. There are no performance criteria associated with the RSUs. The vesting period is over one to three years. Vesting of the RSUs is subject to continued employment within the Group. During the year, 2,455 (2023: none) RSUs were granted, 607 (2023: 22,411) RSUs vested and 12,905 (2023: none) RSUs were cancelled. At the year end, there were 9,944 (2023: 21,001) RSUs in force. Employee stock options (options) Options are awarded to select employees and are exercisable at a price equal to the share value on the date of the grant less 20%. The vesting period is three years. There are no performance criteria associated with the options. Vesting of the options is subject to continued employment within the Group. The fair value of the options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value. Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:
|  | Weighted average exercise price (pence) 2024 | Number 2024 | Weighted average exercise price (pence) 2023 | Number 2023
| Outstanding at the beginning of the year | 236 | 267,449 | 236 | 267,449
| Granted during the year | 0 | - | 0 | -
| Forfeited during the year | 0 | - | 0 | -
| Outstanding at the end of the year | 236 | 267,449 | 236 | 267,449
Page 12
GENIOO UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | 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 £20,768 (2023: £17,317). Contributions totalling £Nil (2023: £Nil) were payable to the fund at the balance sheet date and are included in creditors.
13. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
14. | Controlling party
The smallest group for which consolidated financial statements are drawn is headed up by Genioo AG, whose registered office is Genioo AG, Bundesplatz 1, CH-6300 Zug, Switzerland.
15. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 27 February 2025 by Marc Levy FCA (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
Page 13