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Registered number: 07349971
















RESONANCE IMPACT INVESTMENT LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2026

































RESONANCE IMPACT INVESTMENT LIMITED

 
COMPANY INFORMATION


DIRECTORS
S L Chisholm 
D J Brewer 
K E Shackleton 
A Bhatia (resigned 28 February 2026)
J D A Laing 




COMPANY SECRETARY
S J Gorman



REGISTERED NUMBER
07349971



REGISTERED OFFICE
The Great Barn
5 Scarne Court

Hurdon Road

Launceston

Cornwall

PL15 9LR




INDEPENDENT AUDITORS
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






RESONANCE IMPACT INVESTMENT LIMITED


CONTENTS



Page
Strategic report
1 - 2
MIFIDPRU Disclosures under the Investment Firms Regime and Internal Capital Adequacy and Risk Assessment (ICARA) Process
3 - 7
Directors' report
8 - 9
Directors' responsibilities statement
10
Independent auditors' report
11 - 14
Statement of income and retained earnings
15
Statement of financial position
16
Notes to the financial statements
17 - 24


RESONANCE IMPACT INVESTMENT LIMITED

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026

INTRODUCTION
 
The directors present their strategic report for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activity of the Company is to act as the FCA (Financial Conduct Authority) authorised subsidiary (FCA Reference Number 588462) for the Resonance group, to undertake regulated activities including investment management and deal arranging. 

BUSINESS REVIEW
 
Resonance Impact Investment Limited (RIIL) has continued in its stable performance throughout the year. It performs a range of regulated activities for the Resonance group and related entities, relating to both its fund management and corporate finance activities, including investment management and deal arranging. 

As shown in the Statement of Income and Retained Earnings on page 15, the company made a profit before tax in the period of £7,286 (2025: £105,690). The balance sheet, as shown on page 16, shows net assets at 31 March 2026 of £845,353 (2025: £812,757). 

PRINCIPAL RISKS AND UNCERTAINTIES
 
Throughout the past 12 months, we have focused primarily on ongoing deployment of the funds and the property market has provided some good buying opportunities. During this period we also secured another £4.5mn of new investment into our Blended Finance Loan Funds, increasing our Total Funds Under Management (FUM) to £448mn at the end of the current reporting period.

Cash reserves remain high and continue to grow. This is the Company’s main source of capital and enables us to confidently meet both the current regulatory capital adequacy requirements of the FCA (Financial Conduct Authority) and the anticipated increase over the next 12 months as the Resonance Group continues to expand. 

Our strategy continues to be to grow the impact property funds in response to both demand for suitable housing and increasing interest in place-based impact investment from the institutional investment market, particularly Local Government Pension Schemes (LGPS). 

FINANCIAL KEY PERFORMANCE INDICATORS
 
The key performance indicators for the company are;
• monthly ongoing profitability
• Fixed overhead requirement (FOR) calculation to ensure annual increase is anticipated
• FOR and other metrics are monitored on a monthly basis to ensure reserves held remain at least 20%    above the minimum requirement and include increase towards next anticipated step up
• Group capital test monitored on a monthly basis to ensure ongoing compliance

OTHER KEY PERFORMANCE INDICATORS
 
As an FCA regulated company, we are required to make multiple data submissions throughout the year.

We continuously monitor financial performance with regard to the various FCA regulatory requirements.

All of this information is presented to both the senior leadership team and Board of directors on a regular basis.

Page 1


RESONANCE IMPACT INVESTMENT LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
 
The Directors consider they have complied with the requirement of Section 172(1)(a)-(f) of the Companies Act 2006 in their decision making and performance of their duties. Key decisions are always discussed at senior management level. We also have a highly experienced board including several non-executive directors, chosen for their specific knowledge and skills in the industry.

We have a clear set of strategic objectives which have been designed to have a long-term beneficial impact on the Company. These are updated annually across all areas of the business and other key KPI’s the management team are working towards to ensure we continue to double the high quality service across all our business divisions.

Engagement with key stakeholders is vital to our success. This includes investors, housing partners, contractors and solicitors, all of which we have regular and open communication with. This allows all parties to be fully informed and make appropriate decisions in line with their company policies.

The Company does not have any direct employees but operates via those employed by its parent company, Resonance Limited. Employee remuneration and development is continuously appraised with a detailed pay review process undertaken at least annually. Everyone is fully trained in their role, encouraged to undertake personal and professional development on an ongoing basis and provided opportunities to work on projects or undertake secondment to other teams to gain further experience.  


This report was approved by the board on 23 July 2026 and signed on its behalf.



D J Brewer
Director
Page 2


RESONANCE IMPACT INVESTMENT LIMITED

 
MIFIDPRU DISCLOSURES UNDER THE INVESTMENT FIRMS REGIME AND INTERNAL CAPITAL ADEQUACY AND RISK ASSESSMENT (ICARA) PROCESS
FOR THE YEAR ENDED 31 MARCH 2026

Introduction

Resonance Impact Investment Limited (the "Company") is required by the Financial Conduct Authority ("FCA") to disclose information as a way to allow third parties, whether investors in the firm, counterparties or clients, to monitor and compare the risks that investment firms take.  This supports good corporate governance.

The Investment Firm Regulation or MIFDPRU disclosures have replaced what was previously known as “Pillar 3” disclosures.  They are required to be made under Chapter 8 of the FCA's Prudential Sourcebook for MIFID Investment Firms ("MIFIDPRU").  The Company is a MIFIDPRU investment firm and is categorised as a Small and Non-Interconnected or “SNI” firm.  The Company has not issued any “Additional Tier 1” instruments (e.g. contingent convertible or hybrid securities), only Common Equity Tier 1 instruments (i.e. ordinary shares).  As a result of these two factors, a light disclosure regime applies.

Risk Management Objectives and Policies

As the Company has not issued any Additional Tier 1 instruments, there are limited disclosure requirements under this section.

Own funds requirements
The Company’s policy is to maintain own funds at no less than 120% of Own Funds Requirement where possible.  The Company also monitors and forecasts relevant expenditure closely since an increase of 30% triggers the requirement to recalculate the Fixed Overheads Requirement and potentially to raise further capital. Similarly, it will monitor and forecast finances to be alert to a potential interim net loss as this must be deducted from Own Funds.

Concentration risk
The Company has reduced the concentration risk to Triodos Bank by spreading cash deposits between it and Unity Trust Bank. 

Liquidity
The Company’s own funds are currently held entirely as cash which is the most liquid form.

Potential for harm associated with the business strategy
As a social impact investment firm, the Company is concerned not to cause harm.  Its strategy is to create and manage property funds with housing partners to provide homes for people at risk of homelessness or who are vulnerable and to help social enterprises raise capital to carry out their strategies.  Nonetheless, there is potential for harm to clients and harm to firm and the Company aims to mitigate this where possible through appropriate controls and actions or if necessary to set aside capital and liquid assets.

Internal Capital Adequacy and Risk Assessment (ICARA) Process
The Company undertakes the ICARA process which replaced the ICAAP.

Own Funds
 
The Company’s Own Funds are composed entirely of Common Equity Tier 1 instruments i.e. ordinary shares and retained earnings.  Ordinary shares were £80,000 as at 31 March 2026.  Retained earnings increased from £732,757 by £32,596 to £765,353.  Therefore, Total Own Funds are £845,353.
Page 3


RESONANCE IMPACT INVESTMENT LIMITED
 
 
MIFIDPRU DISCLOSURES UNDER THE INVESTMENT FIRMS REGIME AND INTERNAL CAPITAL ADEQUACY AND RISK ASSESSMENT (ICARA) PROCESS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Own Funds Requirements

As a MIFIDPRU investment firm, the Company must at all times maintain own funds that are at least equal to its Own Funds Requirement.  As an SNI MIFIDPRU investment firm, the Company’s own funds requirement is the higher of its Permanent Minimum Requirement of £75,000; its Fixed Overheads Requirement; its cost of unmitigated harms from ongoing activities; and its cost of Wind Down Planning.  The Fixed Overheads Requirement of a MIFIDPRU investment firm is an amount equal to one quarter of the firm’s relevant expenditure during the preceding year and is £493,638.

As an SNI firm, the Company must monitor and disclose its “K-factor requirement”.  There is only one applicable K-factor requirement, the “K-AUM”, which is calculated as 0.02% of average assets under management (MIFID business only not Alternative Investment Funds).  The Company’s K-AUM for 31 March 2026 is £436.  

The Basic Liquid Assets Requirement is one third of the Fixed Overheads Requirement or a twelfth of the Relevant Annual Expenditure.  The Company maintains cash at bank to cover at least the Basic Liquidity Requirement and therefore satisfies both amount and quality of liquid assets.  The cash at bank, which was £835,255 at 31 March 2026, is also sufficient to cover the Fixed Overheads Requirement.

The Company undertook an internal capital adequacy and risk assessment (ICARA) process to determine whether it should hold any additional own funds or liquid assets to mitigate material potential harms that remained unmitigated by controls and other actions i.e. where potential residual harm remained.  The total cost identified did not exceed the Fixed Overheads Requirement and therefore no additional own funds are required as shown in the table below.

The cost of wind-down planning did not exceed Fixed Overheads Requirement and so no additional funds are required in this respect.

The Overall Financial Adequacy Rule requires the Company, at all times, to hold own funds and liquid assets which are adequate, both as to their amount and their quality, to ensure that it is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and that its business can be wound down in an orderly manner, minimising harm to consumers or to other market participants.  Own funds exceed requirements by £351,715 or 171%.

The Company’s approach to assessing the adequacy of its own funds, in accordance with the Overall Financial Adequacy Rule, is for Finance and the Resonance Leadership Team to forecast future requirements based on strategy and business planning; and for Finance and Compliance to monitor actual and forecast financial requirements and report to the senior management team (Resonance Leadership Team) and the Board.
Page 4


RESONANCE IMPACT INVESTMENT LIMITED
 
 
MIFIDPRU DISCLOSURES UNDER THE INVESTMENT FIRMS REGIME AND INTERNAL CAPITAL ADEQUACY AND RISK ASSESSMENT (ICARA) PROCESS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026


£s
OWN FUNDS
845,353
OWN FUNDS REQUIREMENT
493,638
Permanent Minimum Requirement (PMR)
75,000
Fixed Overheads Requirement FOR, Own Funds Wind-down Trigger
493,638
K-AUM (MiFID business only)
436


OVERALL FINANCIAL ADEQUACY RULE – are additional own funds needed?
No
Own Funds Assessment of unmitigated harms from ongoing activities
383,000
Liquid Assets Assessment of unmitigated harms from ongoing activities, Liquid Assets Threshold Requirement
383,000
Wind-down Planning
409,244
Own Funds Threshold Requirement, Overall Financial Adequacy Rule
493,638


OWN FUNDS (MIFIDPRU)

Surplus/(deficit) as value
351,715
Surplus/(deficit) as percentage
171%


OWN FUNDS IPRU-INV11.2.1(2) AIFMD
506,196
Higher of MIFIDPRU Own Funds & IPRU-INV11.2.1(2)
506,196
Surplus/(deficit) as value
339,157
Surplus/(deficit) as percentage
167%


LIQUID ASSETS
835,255
Basic Liquid Assets Requirement, Liquid Assets Wind-down Trigger 1/3 of FOR
164,546
Liquid Assets – Basic Liquid Assets Requirement, Surplus/(deficit) as value 
670,709
Surplus/(deficit) as percentage 
508%


Liquid Assets – Liquid Assets Threshold Requirement, Surplus/(deficit) as value
452,255
Surplus/(deficit) as percentage
218%



AIFM Requirements
We anticipate becoming a Full Scope UK Alternative Investment Fund Manager in the next 3-6 months as we submitted our application to the Financial Conduct Authority for a variation of permission in mid May 2026.  Therefore, we are also monitoring our own funds under the AIFM requirements which are slightly higher on capital.  We are in compliance with both sets of requirements and, once we are approved, we must continue to comply with the higher of the requirements on an ongoing basis.

As the Company has not issued any Additional Tier 1 instruments, there are limited disclosure requirements under this section.  The disclosures are set out in the following template tables.
Page 5


RESONANCE IMPACT INVESTMENT LIMITED
 
 
MIFIDPRU DISCLOSURES UNDER THE INVESTMENT FIRMS REGIME AND INTERNAL CAPITAL ADEQUACY AND RISK ASSESSMENT (ICARA) PROCESS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Composition of regulatory own funds

Item
Amount (GBP thousands)

1
OWN FUNDS
845.353

2
TIER 1 CAPITAL
845.353

3
COMMON EQUITY TIER 1 CAPITAL
845.353

4
Fully paid up capital instruments
80.000

5
Share premium
0

6
Retained earnings
765.353

7
Accumulated other comprehensive income
0

8
Other reserves
0

9
Adjustments to CET1 due to prudential filters
0

10
Other funds
0

11
(TOTAL DEDUCTIONS FROM COMMON EQUITY TIER 1)
0

19
CET1: Other capital elements, deductions and adjustments
0

20
ADDITIONAL TIER 1 CAPITAL
0

25
TIER 2 CAPITAL
0




Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements
Please note that the Company has the same accounting and regulatory scope of consolidation and therefore is only reporting volumes required under column “(a)” Balance sheet as in published/audited financial statements – as at period end 31 March 2026  
Figures are given in GBP thousands.
Assets – Breakdown by asset classes according to the balance sheet in the audited financial statements
1
Debtors
80.295
2
Cash at bank and in hand
835.255
3
Total Assets
915.550
Liabilities – Breakdown by liability classes according to the balance sheet in the audited financial statements
1
Creditors: Amounts falling due within one year
(70.197)
2
Total Liabilities
(70.197)
Shareholders’ Equity
1
Called up share capital
80.000
2
Profit and loss account
765.353
3
Total Shareholders’ Equity
845.353


Own funds: main features of own instruments issued by the Company
The Company has only issued ordinary shares of £1 each which are called up and fully paid shares.
Page 6


RESONANCE IMPACT INVESTMENT LIMITED
 
 
MIFIDPRU DISCLOSURES UNDER THE INVESTMENT FIRMS REGIME AND INTERNAL CAPITAL ADEQUACY AND RISK ASSESSMENT (ICARA) PROCESS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

MIFIDPRU Remuneration Disclosure Statement

Qualitative Disclosure
Resonance Impact Investment Limited’s Remuneration Policy complies with the Remuneration Code in relation to its size, nature, scope and complexity of its activities.  The policy is aligned to the business strategy, objectives, values and long-term interests in respect of performance and effective risk management in line with the Firm’s risk appetite.  Staff and directors are employed by Resonance Limited and then SMCR staff charged on to Resonance Impact Investment Limited. 

Remuneration for all staff is by way of a fixed salary with no variable remuneration element.  The Company does not include financial incentives as part of remuneration.  The decision not to offer variable remuneration is made by the Board.  There is no remuneration committee and no remuneration consultants are used.  Staff are assessed through periodic personal development reviews.

Quantitative Disclosure
The total amount of remuneration awarded to all Resonance Impact Investment Limited staff for the financial year to 31 March 2026 was £1,598,935.  This was entirely fixed remuneration.  





NameDaniel Brewer

Date23 July 2026
Page 7


RESONANCE IMPACT INVESTMENT LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026

The directors present their report and the financial statements for the year ended 31 March 2026.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £32,596 (2025: £80,340).

DIRECTORS

The directors who served during the year were:

S L Chisholm 
D J Brewer 
K E Shackleton 
A Bhatia (resigned 28 February 2026)
J D A Laing 

FINANCIAL INSTRUMENTS

The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to finance the company's operation as fund manager.

PRICE RISK, CREDIT RISK, LIQUIDITY RISK AND CASH FLOW RISK

The company manages its cash requirements to maximise interest income and minimise interest expense whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business. 

FUTURE DEVELOPMENTS 

The growth strategy has been discussed in the Strategic Report.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The company maintains strong professional and transparent relationships with all of its stakeholders in its role as fund manager.

An AGM is held for each of our property funds where various stakeholders get to meet the team, listen to future plans for the funds and receive financial /impact information. We also run housing partner forums where Q&A sessions are held and a variety of speakers share information pertinent to the sector.

Financial information including management accounts is shared with each investor quarterly and a substantial impact report is prepared each year including case studies alongside specific fund performance.

Each fund investor/housing partner has a dedicated fund manager as their primary contact and is introduced to the wider team to support them through all stages of the fund lifecycle.

Suppliers such as contractors, solicitors and management companies are all paid promptly. Our processes are robust in terms of IT security and subject to multiple controls which provides confidence and peace of mind to our suppliers. The Resonance Group is a BCorp and as part of our membership, we strive for continuous improvement throughout our supply chains.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 8


RESONANCE IMPACT INVESTMENT LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
AUDITORS

The auditorsBishop Fleming Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






D J Brewer
Director

Date: 23 July 2026

The Great Barn
5 Scarne Court
Hurdon Road
Launceston
Cornwall
PL15 9LR
Page 9


RESONANCE IMPACT INVESTMENT LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 10


RESONANCE IMPACT INVESTMENT LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RESONANCE IMPACT INVESTMENT LIMITED
OPINION


We have audited the financial statements of Resonance Impact Investment Limited (the 'Company') for the year ended 31 March 2026, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 March 2026 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


CONCLUSIONS RELATING TO GOING CONCERN


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 11


RESONANCE IMPACT INVESTMENT LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RESONANCE IMPACT INVESTMENT LIMITED (CONTINUED)

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:
 
the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 12


RESONANCE IMPACT INVESTMENT LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RESONANCE IMPACT INVESTMENT LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
the nature of the industry and sector, control environment, and business performance including the design of remuneration policies;
results of enquiries with management, the directors in relation to their own identification and assessment of the risks of irregularities within the entity;
management’s incentives and opportunities for fraudulent manipulation of the Financial Statements (including the risk of override of controls); and
any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and  whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest area of risk to be in relation to revenue recognition, with a particular risk in relation to year-end cut-off. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or avoid a material penalty. We identified that the principal risks of non-compliance with laws and regulations related to breaches of UK regulatory principles, specifically those established by the Financial Conduct Authority. Other areas that we considered included data protection legislation and employment law.

Our procedures to respond to risks identified included the following:
 
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Enquiring of Directors and management concerning actual and potential litigation and claims;
Performing procedures to confirm material compliance with the requirements of the above regulations; 
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks
Page 13


RESONANCE IMPACT INVESTMENT LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RESONANCE IMPACT INVESTMENT LIMITED (CONTINUED)

of material misstatement due to fraud;
Reviewing minutes of Director meetings; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
 
With regard to the risks of non-compliance with laws and regulations and breaches of UK regulatory principles, specifically those established by the Financial Conduct Authority, we considered the extent to which non-compliance might have a material effect on the Financial Statements. Our work included:
 
Gaining an understanding current activities, the scope of authorisation and the effectiveness of the control  environment;
reading any relevant correspondence with the Financial Conduct Authority;
reviewing registers maintained regarding any complaints, errors and breaches; and
discussions with management and the compliance staff.
 
We also communicated identified laws and regulations and potential fraud risks to all members of the engagement team and remained alert to possible indicators of fraud or non-compliance with laws and regulations throughout the audit.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


USE OF OUR REPORT
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.






Simon Morrison FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Audit Limited
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

24 July 2026
Page 14


RESONANCE IMPACT INVESTMENT LIMITED

 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
Note
£
£

  

Turnover
 4 
3,798,914
3,223,535

Cost of sales
  
(3,673,003)
(3,065,453)

Gross profit
  
125,911
158,082

Administrative expenses
  
(133,526)
(68,846)

Other operating income
  
230,487
-

Other operating charges
  
(230,487)
-

Operating (loss)/profit
  
(7,615)
89,236

Interest receivable and similar income
 8 
14,901
18,572

Interest payable and similar expenses
 9 
-
(2,118)

Profit before tax
  
7,286
105,690

Tax on profit
 10 
25,310
(25,350)

Profit after tax
  
32,596
80,340

  

  

Retained earnings at the beginning of the year
  
732,757
652,417

  
732,757
652,417

Profit for the year
  
32,596
80,340

Retained earnings at the end of the year
  
765,353
732,757
The notes on pages 17 to 24 form part of these financial statements.

Page 15


RESONANCE IMPACT INVESTMENT LIMITED
REGISTERED NUMBER:07349971

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026

2026
2025
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 11 
80,295
24,957

Cash at bank and in hand
 12 
835,255
870,366

  
915,550
895,323

Creditors: amounts falling due within one year
 13 
(70,197)
(82,566)

Net current assets
  
 
 
845,353
 
 
812,757

  

Net assets
  
845,353
812,757


Capital and reserves
  

Called up share capital 
 14 
80,000
80,000

Profit and loss account
 15 
765,353
732,757

  
845,353
812,757


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





D J Brewer
Director

Date: 23 July 2026

The notes on pages 17 to 24 form part of these financial statements.

Page 16


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

1.


GENERAL INFORMATION

The Company is a private company limited by share capital, incorporated in United Kingdom.

The address of its registered office is:
The Great Barn
5 Scarne Court
Hurdon Road
Launceston
Cornwall
PL15 9LR

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Resonance Limited as at 31/03/2026 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
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.
 
 
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.

 
2.5

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 17


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (CONTINUED)

 
2.6

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.

 
2.7

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.

 
2.8

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.

 
2.9

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.

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the
Page 18


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.ACCOUNTING POLICIES (CONTINUED)


2.9
FINANCIAL INSTRUMENTS (CONTINUED)

effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

There are no key sources of estimation uncertainty or judgements in the financial statements.


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2026
2025
£
£

Fund management services
3,798,914
3,223,535

3,798,914
3,223,535


All turnover arose within the United Kingdom.


5.


OTHER OPERATING INCOME

2026
2025
£
£

Management income
230,487
-

230,487
-



6.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors and their associates:


2026
2025
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
8,450
7,685

Non-audit services

Non audit services
2,300
3,710

Page 19


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

7.


EMPLOYEES




The Company has no employees other than the directors, who did not receive any remuneration (2025: £NIL).


8.


INTEREST RECEIVABLE AND OTHER FINANCE INCOME

2026
2025
£
£


Other finance income
14,901
18,572


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2026
2025
£
£


Other interest payable
-
2,118

-
2,118


10.


TAXATION


2026
2025
£
£

CORPORATION TAX


Current tax on profits for the year
(25,310)
25,350


(25,310)
25,350


TOTAL CURRENT TAX
(25,310)
25,350

DEFERRED TAX

TOTAL DEFERRED TAX
-
-


PROFIT AFTER TAX
(25,310)
25,350
Page 20


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is lower than (2025: lower than) the standard rate of corporation tax in the UK of 25% (2025: 25%). The differences are explained below:

2026
2025
£
£


Profit on ordinary activities before tax
7,286
105,690


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)
1,822
26,423

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
529

Adjustments to tax charge in respect of prior periods
(26,953)
(1,602)

Marginal relief
(179)
-

TOTAL TAX CHARGE FOR THE YEAR
(25,310)
25,350


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.



11.


DEBTORS

2026
2025
£
£


Trade debtors
-
270

Amounts owed by group undertakings
5,000
6,027

Amounts owed by connected parties
39,354
-

Other debtors
298
145

Prepayments and accrued income
10,333
18,515

Tax recoverable
25,310
-

80,295
24,957


Page 21


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

12.


CASH AND CASH EQUIVALENTS

2026
2025
£
£

Cash at bank and in hand
835,255
870,366

835,255
870,366



13.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026
2025
£
£

Trade creditors
44,090
4,268

Amounts owed to group undertakings
6,000
25,567

Corporation tax
-
26,952

Accruals and deferred income
20,107
25,779

70,197
82,566



14.


SHARE CAPITAL

2026
2025
£
£
ALLOTTED, CALLED UP AND FULLY PAID



80,000 (2025: 80,000) Ordinary shares of £1.00 each
80,000
80,000



15.


RESERVES

Profit and loss account

This reserve includes all current and prior period retained profits and losses generated by the Company.
Page 22


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

16.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption under FRS102 from disclosing transactions and balances between the company and its fellow consolidated subsidiaries, which have been eliminated on consolidation in the parent financial statements.

Summary of transactions with other related parties
The below related party transactions are between the entity and other members of the group who are not included in the consolidated financial statements of the parent undertaking.

National Homelessness Property 2 Limited Partnership
(General partner is a member of the same group)
During the period legal and professional fees were incurred by Resonance Impact Investment Limited (RIIL) on behalf of National Homelessness Property 2 Limited Partnership totalling £124,754  (2025: £74,481), this balance was recharged to National Homelessness Property 2 Limited Partnership and has been recognised as income. At the balance sheet date the amount due from/(to) National Homelessness Property 2 Limited Partnership was £Nil (2025: £Nil).

National Homelessness Property 2 Trust
(General partner is a member of the same group)
During the period gross sales of £5,000 (2025: £6,000) were invoiced to National Homelessness Property 2 Trust. At the balance sheet date the amount due from/(to) National Homelessness Property 2 Trust was £Nil (2025: £Nil).

Real Lettings Property Fund Limited Partnership
(General partner is a member of the same group)
During the period RIIL incurred legal fees on behalf of Real Lettings Real Lettings Property Fund Limited Partnership totalling £80,760 (2025: £9,600), this balance was recharged to Real Lettings Property Fund Limited Partnership and has been recognised as income. At the balance sheet date the amount due from/(to) Real Lettings Property Fund Limited Partnership was £Nil (2025: £Nil).

Real Lettings Property Fund 2 Limited Partnership
(General partner is a member of the same group)
During the period RIIL incurred expenses on behalf of Real Lettings Property Fund 2 Limited Partnership totalling £2,455 (2025: £89,135), this balance was recharged to Real Lettings Property Fund 2 Limited Partnership and has been recognised as income. At the balance sheet date the amount to Real Lettings Property Fund 2 Limited Partnership was £Nil (2025: £Nil).

Resonance Supported Homes Fund Limited Partnership
(General partner is a member of the same group)
During the period expenses of £50,778 (2025: £8,419) were invoiced to Resonance Supported Homes Fund Limited Partnership for placement and set up fees. This balance was recharged to Resonance Supported Homes Fund Limited Partnership and has been recognised as income. At the balance sheet date the amount due from/(to) Resonance Supported Homes Fund Limited Partnership was £Nil (2025: £Nil).

Women in Safe Homes General Partner LLP
(General partner is a member of the same group)
During the period £203,104 (2025: £229,221) was invoiced to Women in Safe Homes General Partner LLP relating to fund management fees. At the balance sheet date the amount due from/(to) Women in Safe Homes General Partner LLP was £Nil (2025: £Nil).

Women in Safe Homes Holding LP
(General partner is a member of the same group)
RIIL incurred legal fees totalling £17,838  (2025: £34,906) on behalf of Women in Safe Homes Holding LP. This balance was recharged to Women in Safe Homes Holding LP and has been recognised as income. At the balance sheet date the amount due from Women in Safe Homes Holding LP was £Nil (2025: £Nil)

Page 23


RESONANCE IMPACT INVESTMENT LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

17.


CONTROLLING PARTY

The parent undertaking of the largest group to consolidate these financial statements is Resonance Limited (registered in England & Wales - 04418625), the consolidated accounts of which are available at Companies House, Cardiff. 
 
Page 24