Company registration number 13059508 (England and Wales)
WJ Group Infrastructure Limited
Annual report and financial statements
For the year ended 31 January 2023
WJ Group Infrastructure Limited
Company information
Directors
Mr T J Trevelyan
Mr M Kotecha
Mr W D Johnston
Mr M Webb
Mr S M Tabellion
(Appointed 23 March 2022)
Mr G M Andrews
Mr D J B Taylor-Smith
(Appointed 23 March 2022)
Company number
13059508
Registered office
Unit 7 Brock Way
Newcastle
Staffordshire
ST5 6AZ
Auditor
DJH Mitten Clarke Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
WJ Group Infrastructure Limited
Contents
Page
Strategic report
1 - 5
Directors' report
6 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 23
WJ Group Infrastructure Limited
Strategic report
For the year ended 31 January 2023
- 1 -

The directors present the strategic report for the year ended 31 January 2023.

 

INTRODUCTION

WJ Group Infrastructure Limited ("the company") was incorporated on 3rd December 2020 and began trading on this date. It is a subsidiary of WJ Group Holdings Limited.

 

The company is the parent of WJ (Group) Limited. The trading subsidiaries of WJ (Group) Limited are able to provide temporary and permanent road markings (screed, extruded and raised rib line), road stud installation both temporary and permanent, reflective studs, road marking removal (which includes one of the largest fleets of specialist hydro-blasting removal and retexturing machines in the UK), road surface retexturing, road truck fabrication and refurbishment, applied media products, temporary safety cameras, vehicle driver training and road marking testing services.

 

During the financial period THI Investments took a majority share in the WJ Group. THI's involvement will enable the company to continue to grow within the existing markets both organically and through acquisition. Additionally, it will support the company's transformation into a data driven business though IT and technology which will improve our operational efficiency. We continue to explore adjacent markets and our commitment to innovation has provided some growth opportunities, particularly in the Intelligent Transportation Systems sector.

 

WJ Group is committed to creating safe and sustainable journeys for everyone and we have an ambitious target of becoming net zero by 2032.

 

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

 

Turnover in 2023 was £2,256,735 which is in line with turnover in the prior period of £2,012,500.

 

The gross profit margin was 100% (2022 -100.0%) due to all the costs being within administrative costs.

 

The operating loss was 28.7% (2022 - 34.1%).

 

Total net assets at the end of the year was £73,966,411 (2022 - £78,794,628).

WJ Group Infrastructure Limited
Strategic report (continued)
For the year ended 31 January 2023
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES

Due to the nature of the company being a holding company, it does not have any principal risks or uncertainties.

 

The company could be affected however if subsidiary companies trade is impacted for any given reason. Below are the principal risks and uncertainties for the company's subsidiaries:

 

Government Spending Decisions - the Companies recognise that the majority of their income derives from government sources and therefore play an active role, through a number of trade bodies and associations, in promoting and developing the safety, effectiveness and sustainability of products and services in live with evolving DoT priorities.

 

Competition - the Companies differentiate themselves from the competition by continued efforts in R&D and Innovation and a strategy of delivering safer and more sustainable products and services. The Companies have made strategic investments to develop the UK largest nationwide network and have diversified into adjacent markets to enable them to stay ahead of the evolving competitor base.

 

Materials Supply – the Companies have developed an internal supply chain for the bulk of the product they use and have developed strong partnerships in areas where internal production is not possible. The Companies work closely with their raw materials supply chains and utilise group buying power to ensure that availability of product is robust and that pricing is sustainable.

Fuel Prices – the Companies are not immune to the impact of rising fuel prices but the effect is mitigated through the development and upgrading of a modern fleet of fuel efficient vehicle and an industry leading driver awareness training program and incentivisation scheme which leads to not only improved fuel consumption but also, as a consequence, a reduction in the Companies carbon footprints.

 

FINANCIAL INSTRUMENT RISK

Due to the nature of the company being a holding company, it does not have any major financial instrument risks.

 

The company could be affected however if subsidiary companies trade is impacted for any given reason. Below are the financial instrument risks for the company's subsidiaries:

 

Credit Risk – the Companies have a broad range of customers including both private companies and public sector bodies. The risk that the Companies will suffer from significant levels of bad debt is managed by the diversified customer portfolio and the well established credit control procedures operated across the Companies.

 

Cash Flow Risk – the Companies are funded through a combination of Hire Purchase funding, a Group Term Loan and a Group Revolving Credit Facility. The Companies also have access to committed investment funding to support significant capex or acquisitions.

 

Liquidity Risk – the Companies are able to meet short and medium term obligations from operational cash generation and in addition have access to in excess of £20m of undrawn committed facilities.

WJ Group Infrastructure Limited
Strategic report (continued)
For the year ended 31 January 2023
- 3 -
KEY PERFORMANCE INDICATORS

We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross profit margin and operating profit margin. The success of the company will be reflected in the balance sheet net assets and company liquidity.

 

            2023     2022         

Turnover     £2,256,735     £2,012,500         

Gross profit margin 100.0% 100.0%         

Operating margin (28.7%) (34.1%)    

 

Explanation of the key performance indicators detailed above can be found in the review of business section of this report.

Section 172(1) Statement

The WJ Group Board strive to maintain and enhance WJ’s reputation for responsible business. To do so we actively engage with employees, suppliers, clients and communities. Endeavouring through our actions to make a positive economic and environmental contribution whilst delivering Social Value as we play our part in the future sustainable development of the nation. Set out briefly here under this S172 Statement, taking into account factors (a) to (f):

(a) the likely consequences of any decision in the long term;

The WJ Board understand the changing business environment and operate to a vision. ‘To Deliver Safe Sustainable Journeys for All’. Embedding four core values: Safety, Delivery, Innovation and Community. With this vision and these values we aim to maintain our position as the leading UK providers of road markings; safety surfacing and retexturing; road marking products and equipment; Intelligent Traffic Solutions, Off Highway and Maritime Surface Preparation, Safety Surfacing and Markings, for the long term. WJ continually deliver economic, environmental and social value to our clients, our staff, the communities we serve and all stakeholders.

At all Board Meetings the Board consider the present position of the WJ Group Companies and how that impacts our stakeholders. We record and maintain in our management systems a documented Group Stakeholders Needs and Expectations Analysis. Board Meetings further review current strategy and seek opportunities for safety, innovation, delivery and community improvement to continue our success for the benefit of The Group, its stakeholders and wider societal gains.

(b) the interests of the company’s employees;

WJ Board recognise that our people are fundamental to the success of our business; to successful service meeting the needs our clients; to furnishing good relationships with and within our communities and to the protection and improvement of our environment. To do this we must be a responsible employer; provide industry leading pay and conditions; where our people are safe, empowered and treated with Fairness, Inclusion and Respect; where everyone employed by The Group has an equal opportunity to progress their career.

WJ Group Infrastructure Limited
Strategic report (continued)
For the year ended 31 January 2023
- 4 -

Safety is imperative for us and WJ are recognised as being industry leaders in the field. WJ have developed equipment that removes and reduces risks, strives to remove vulnerable road workers from the carriageway and introduce further innovative machinery with advanced safety features to protect our people and the travelling public alike. We recognise our interdependence and that safe behaviour is the key to preventing harm, encouraging this through our safety team, employing regular and interactive training; using psychologists and external experts; establishing the WJ Training Academy and participating in national and international work on improving safety and the working environment. The interests of our employees are measured through surveys, encouraged at regular meetings and Sharing Knowledge events. Our Safety Observation System is designed to capture HSEQ near misses; opportunities for improvement in equipment, systems and behaviours whilst also providing the opportunity to highlight good practice. Regular feedback is given to our people through our ‘You Said, We Did,’ system. We are presently engaged in a human factors training program with an external training provider on improving the empowerment of and engagement with our people in developing their management and communication skills from charge hands to directors. Information is shared with our people through Company Days, internal and external social media, tool box talks and training.

(c) the need to foster the company’s business relationships with suppliers, customers and others;

To deliver our Vision good relationships with our customers are essential. We work very closely with customers to understand their needs so that we can tailor our products and services to meet or exceed our delivery requirements. Facilitating this through regular customer performance updates and surveys to aid decision making and enhance customer focus. This will include formal collaborative agreements (assessed to ISO 44001) and client, customer and community performance groups. We participate in collaborative events where we listen, understand, share knowledge and contribute creatively to mutual strategic goals. Collaboration with our suppliers enables us to understand their needs and collectively deliver an exceptional service to our customers. As an organisation our operations are critical to delivering a safe sustainable highways network, we align with our supply chain to deliver the holistic service the end user, one that delivers safer sustainable journeys for all. Investment and financial security are fundamental to meeting the needs of our clientele. Working openly and closely with our financial stakeholders strengthens WJ and gives confidence to clients and suppliers alike that we are financially secure, pay promptly and enhance supply chain sustainability, innovation and capacity.

    (d) the impact of the company’s operations on the community and the environment;

The WJ Board understand our services have a significant positive impact on the community and our environment. Delivering Social and Environmental value are crucial to us, Community is a core value for WJ. We as an organisation play our part in delivering sustainable economic growth; tackling economic inequality; fighting climate change; aiding equal opportunity and supporting wellbeing. WJ plan to reach Net Zero by 2032, based on lowering embodied carbon in our materials to zero, switching out of internal combustion engines and into zero emission vehicles as technology allows and insetting carbon through the planting of a forest. Highways are key to our national economic and communication systems, the markings and safety systems WJ deliver make them safer, more efficient, sustainable and resilient. In carrying out our work, road users, communities and the environment are considered at all times to reduce the impact of our operations upon them whist creating new jobs, business opportunities and skills. WJ through creative thinking and innovative design of materials, plant and machinery strive to increase the lifecycle of our materials. With less interventions we serve our communities and environment through reduced carbon emissions and improved air quality. WJ have greatly reduced embodied carbon in materials by circa 80% independently verified to ISO 14067 and PAS 2050 through collaborative work with our supply chain and developing the use of biogenic componentry. This aligns WJ with our customers, communities and environments needs.

WJ Group Infrastructure Limited
Strategic report (continued)
For the year ended 31 January 2023
- 5 -

WJ have an active community engagement program ‘Thinking Community’, understand, measure and monetise social value through our independently accredited Social Value Calculator. The Board understand that creating additional Social Value is critical to our clientele and the nation as a whole. This synergises with the ‘Community’ value’ of WJ, our people and our stakeholder communities to make a positive contribution to society.

(e) the desirability of the company maintaining a reputation for high standards of business conduct;

The Board know, understand and believe that there is an ever growing need for companies to provide solutions that are economically, environmentally and socially responsible. To this end the Board regularly reviews its policies and procedures and promotes ethical behaviour, actively encouraging equal opportunity, tackling inequality in opportunity and promoting support for disadvantaged groups. WJ is further engaged in promoting better understanding of the abhorrent practice of Modern Slavery. WJ are independently audited by Planet Mark on our carbon reduction targets, local social and economic value and BITC through the ‘Responsible Business Tracker’ on our response to the United Nations Sustainable Development Goals.

(f) the need to act fairly between members of the company.

As a company in a service industry working primarily for the public sector we understand that beyond increasing shareholder value we have a duty to all our stakeholders. It would be short sighted in the extreme for us as a Board not to consider the impacts of all the decisions that we make without considering our stakeholders and the wider environment. To that end we work with our employees, our investors, our customers, our clients, our industry through working groups, trade associations, professional institutes, NGOs, charities, Local Authorities, Government departments and sometimes competitors through the above to enable WJ to make good decisions that deliver added economic, environmental and social value.

On behalf of the board

Mr G M Andrews
Director
28 July 2023
WJ Group Infrastructure Limited
Directors' report
For the year ended 31 January 2023
- 6 -

The directors present their annual report and financial statements for the year ended 31 January 2023.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid (2022 - £nil). The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr E J A Buckley
(Resigned 15 March 2022)
Mr T J Trevelyan
Mr M Kotecha
Mr W D Johnston
Mr M Webb
Mr S M Tabellion
(Appointed 23 March 2022)
Mr G M Andrews
Mr D J B Taylor-Smith
(Appointed 23 March 2022)
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

 

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

WJ Group Infrastructure Limited
Directors' report (continued)
For the year ended 31 January 2023
- 7 -
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr G M Andrews
Director
28 July 2023
2023-07-28
WJ Group Infrastructure Limited
Independent auditor's report
To the members of WJ Group Infrastructure Limited
- 8 -
Opinion

We have audited the financial statements of WJ Group Infrastructure Limited (the 'company') for the year ended 31 January 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The 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:

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 Auditor's 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 UK, including the FRC’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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.

WJ Group Infrastructure Limited
Independent auditor's report (continued)
To the members of WJ Group Infrastructure Limited
- 9 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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 auditor's 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

WJ Group Infrastructure Limited
Independent auditor's report (continued)
To the members of WJ Group Infrastructure Limited
- 10 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 2006. Our 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 auditor's 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.

The Glades
Gary Neil Chadwick FCCA
Festival Way
Senior Statutory Auditor
Festival Park
For and on behalf of
Stoke-on-Trent
DJH Mitten Clarke Audit Limited
Staffordshire
ST1 5SQ
Chartered Accountants
Statutory Auditor
31 July 2023
WJ Group Infrastructure Limited
Statement of comprehensive income
For the year ended 31 January 2023
- 11 -
Year
Period
ended
ended
31 January
31 January
2023
2022
Notes
£
£
Turnover
3
2,256,735
2,012,500
Administrative expenses
(2,904,470)
(2,698,044)
Operating loss
4
(647,735)
(685,544)
Interest payable and similar expenses
7
(4,180,482)
(3,753,661)
Loss before taxation
(4,828,217)
(4,439,205)
Tax on loss
8
-
0
-
0
Loss for the financial year
(4,828,217)
(4,439,205)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

WJ Group Infrastructure Limited
Statement of financial position
as at 31 January 2023
31 January 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
9
103,167
-
0
Investments
10
134,887,213
134,887,213
134,990,380
134,887,213
Current assets
Debtors
12
1,694,524
3,083,006
Cash at bank and in hand
73,117
-
0
1,767,641
3,083,006
Creditors: amounts falling due within one year
13
(548,142)
(485,515)
Net current assets
1,219,499
2,597,491
Total assets less current liabilities
136,209,879
137,484,704
Creditors: amounts falling due after more than one year
14
(62,243,468)
(58,690,076)
Net assets
73,966,411
78,794,628
Capital and reserves
Called up share capital
17
83,233,833
83,233,833
Profit and loss reserves
18
(9,267,422)
(4,439,205)
Total equity
73,966,411
78,794,628
The financial statements were approved by the board of directors and authorised for issue on 28 July 2023 and are signed on its behalf by:
Mr G M Andrews
Director
Company Registration No. 13059508
WJ Group Infrastructure Limited
Statement of changes in equity
For the year ended 31 January 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 3 December 2020
-
0
-
0
-
Period ended 31 January 2022:
Loss and total comprehensive income for the period
-
(4,439,205)
(4,439,205)
Issue of share capital
17
83,233,833
-
83,233,833
Balance at 31 January 2022
83,233,833
(4,439,205)
78,794,628
Year ended 31 January 2023:
Loss and total comprehensive income for the year
-
(4,828,217)
(4,828,217)
Balance at 31 January 2023
83,233,833
(9,267,422)
73,966,411
WJ Group Infrastructure Limited
Notes to the financial statements
For the year ended 31 January 2023
- 14 -
1
Accounting policies
Company information

WJ Group Infrastructure Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 7 Brock Way, Newcastle, Staffordshire, ST5 6AZ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of WJ Group Holdings Limited. These consolidated financial statements are available from its registered office, Unit 7 Brock Way, Newcastle, Staffordshire, United Kingdom, ST5 6AZ.

 

Preparation of consolidated financial statements

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

WJ Group Infrastructure Limited is a wholly owned subsidiary of WJ Group Holdings Limited and the results of WJ Group Infrastructure Limited are included in the consolidated financial statements of WJ Group Holdings Limited which are available from Unit 7 Brock Way, Newcastle, Staffordshire, United Kingdom, ST5 6AZ.

 

WJ Group Holdings Limited is the smallest group for which consolidated accounts are prepared.

 

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with other group entities where the relationship is one of being wholly owned.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Motor vehicles
35% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Assets under construction are not depreciated.

1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
1
Accounting policies
(Continued)
- 16 -
1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies 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. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Critical judgements

 

In the directors' opinion there are no critical judgements that they have made in applying the company's accounting policies and that have had a significant effect on the amounts recognised in the financial statements.

 

Key sources of estimation uncertainty

 

The directors do not consider there to be any key estimates or assumptions used in preparing the financial statements.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
Management charges
2,256,735
2,012,500
4
Operating loss
2023
2022
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
6,000
6,000
Depreciation of owned tangible fixed assets
14,083
-
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Directors
5
4
Staff
4
1
Total
9
5
WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
5
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
1,410,994
1,070,836
Social security costs
198,303
118,836
Pension costs
52,225
36,353
1,661,522
1,226,025
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
1,092,181
837,752
Company pension contributions to defined contribution schemes
35,968
34,243
1,128,149
871,995

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
286,039
257,065
7
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
4,009,644
3,604,707
Interest payable to group undertakings
170,838
148,954
4,180,482
3,753,661
WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
- 20 -
8
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(4,828,217)
(4,439,205)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(917,361)
(843,449)
Unutilised tax losses carried forward
313,654
-
0
Change in unrecognised deferred tax assets
(1,334)
-
0
Group relief
605,041
843,449
Taxation charge for the year
-
-
9
Tangible fixed assets
Assets under construction
Motor vehicles
Total
£
£
£
Cost
At 1 February 2022
-
0
-
0
-
0
Additions
68,964
48,286
117,250
At 31 January 2023
68,964
48,286
117,250
Depreciation and impairment
At 1 February 2022
-
0
-
0
-
0
Depreciation charged in the year
-
0
14,083
14,083
At 31 January 2023
-
0
14,083
14,083
Carrying amount
At 31 January 2023
68,964
34,203
103,167
At 31 January 2022
-
0
-
0
-
0
10
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
11
134,887,213
134,887,213
WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
- 21 -
11
Subsidiaries

Details of the company's subsidiaries at 31 January 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
WJ (Group) Limited
6
Holding company
Ordinary
100.00
-
WJ South Limited
2
Roadmarking contracting
Ordinary
0
100.00
WJ Products Limited
2
Manufacture of road marking products
Ordinary
0
100.00
WJ South West Limited
3
Roadmarking contracting
Ordinary
0
100.00
Centreline Highway Maintenance Limited
2
Dormant
Ordinary
0
100.00
Textureblast Limited
3
Road surface retexturing
Ordinary
0
100.00
Bellstan Limited
5
Roadmarking contracting
Ordinary
0
100.00
JMS Lincoln Limited
6
Road surface preparation
Ordinary
0
100.00
WJ North Limited
1
Roadmarking contracting
Ordinary
0
100.00
Nolan Roadmarking Ltd
7
Roadmarking contracting
Ordinary
0
100.00
Jeff Williams Mobile Pressure Washing Limited
3
Site preparation
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Unit 7 Brock Way, Newcastle, Staffordshire, ST5 6AZ
2
Brook Farm, Drayton Road, Newton Longville, Milton Keynes, Buckinghamshire, MK17 0BH
3
Tremayne House Westpark, Chelston, Wellington, Somerset, TA21 9AD
5
Unit 1 Brunel House, Station Road, Mortimer, Reading, RG7 2AB
6
19 Grovelands Road Spencers Wood, Reading, Berkshire, RG7 1DP
7
Unit 5 Seaway Parade Industrial Estate, Baglan, Port Talbot, West Glamorgan, Wales, SA12 7BR
12
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
838,990
2,120,615
Other debtors
167,025
166,825
Prepayments and accrued income
688,509
795,566
1,694,524
3,083,006
WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
- 22 -
13
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
62,753
2,474
Amounts owed to group undertakings
170,838
36,116
Taxation and social security
87,907
54,612
Other creditors
-
0
15,795
Accruals and deferred income
226,644
376,518
548,142
485,515
14
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
15
55,409,948
50,079,960
Other borrowings
15
6,833,520
8,610,116
62,243,468
58,690,076
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
-
50,079,960
15
Loans and overdrafts
2023
2022
£
£
Bank loans
55,409,948
50,079,960
Loans from group undertakings
6,833,520
8,610,116
62,243,468
58,690,076
Payable after one year
62,243,468
58,690,076

The long-term bank loans are secured by fixed and floating charges over the assets of the group.

 

The long-term bank loan is for a period of 7 years from the initial date of drawdown. The loan is to be repaid at the end of this period, in December 2027. Interest is paid on the loan at a rate of 5.5% above the base rate and repayments are made on an interest only basis.

Amounts owed to group undertakings due after more than one year are due between 1 and 2 years. Interest is payable at a rate of 2.5%. The amounts are unsecured.

WJ Group Infrastructure Limited
Notes to the financial statements (continued)
For the year ended 31 January 2023
- 23 -
16
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
52,225
36,353

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

Contributions totalling £34,024 (2022 - £15,795) were payable to the fund at the balance sheet date and are included in creditors.

17
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
8,323,383,300
8,323,383,300
83,233,833
83,233,833

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

18
Profit and loss reserves

Profit and loss reserves represents the accumulated profits less accumulated losses and distributions up to the reporting date.

 

19
Ultimate controlling party

The immediate parent company and smallest group into which the entity is consolidated is WJ Group Holdings Limited which owns 100% of the ordinary share capital. WJ Group Holdings Limited is incorporated in England and copies of the group financial statements are available from its registered office of Unit 7 Brock Way, Newcastle, Staffordshire, United Kingdom, ST5 6AZ.

The ultimate controlling party is THI Holdings GmbH, a company registered in Germany. THI Holdings GmbH is controlled by the Hagenmeyer family.

The largest group into which the entity is consolidated is THI Holdings GmbH, a company registered in Germany. Copies of the group financial statements of THI Holdings GmbH are available from THI Investments, Eberhardstraße 65, 70173 Stuttgart, Germany.

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