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Registration number: 03905588

Westbrook International Limited

Financial Statements

for the Year Ended 31 January 2023

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

 

Westbrook International Limited

Contents

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3 to 13

 

Westbrook International Limited

Company Information

Directors

A McGinn

R F Davies

G Thompson

C M Brumpton

P Cliff

S Thompson

Registered office

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Solicitors

Stevens & Bolton Solicitors
Wey House
Farnham Road
Guildford
Surrey
GU1 4YD

Auditor

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

 

Westbrook International Limited

Statement of Financial Position as at 31 January 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

8

470,738

378,235

Tangible assets

9

37,972

47,379

 

508,710

425,614

Current assets

 

Debtors

10

731,973

1,061,240

Cash at bank and in hand

 

19,711

82,466

 

751,684

1,143,706

Creditors: Amounts falling due within one year

11

(2,036,093)

(1,803,804)

Net current liabilities

 

(1,284,409)

(660,098)

Total assets less current liabilities

 

(775,699)

(234,484)

Creditors: Amounts falling due after more than one year

11

(1,906,005)

(896,873)

Net liabilities

 

(2,681,704)

(1,131,357)

Capital and reserves

 

Called up share capital

15

305,395

305,395

Share premium reserve

7,847,308

7,847,308

Own share reserve

(57,006)

(57,006)

Other reserves

121,257

121,257

Profit and loss account

(10,898,658)

(9,348,311)

Total equity

 

(2,681,704)

(1,131,357)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Statement of Income and Retained Earnings has been taken.

Approved and authorised by the Board on 16 June 2023 and signed on its behalf by:
 

.........................................

A McGinn

Director

Company registration number: 03905588

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

The principal activity of the company is that of the provision of professional IT services focused around cloud technologies.
 

The principal place of business is:
Suite 421
Linen Hall
162-168 Regent Street
London
W1B 5TF

2

Accounting policies

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

2

Accounting policies (continued)

Going concern

The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future. In assessing the reasonableness of this assumption the directors have taken into account current trading performance and the cash flow forecasts of the company for a period of not less than 12 months from the date of approval of these financial statements.

The company made a loss after taxation for the year ended 31 January 2023 of £1,550,347, and at that date had net current liabilities of £1,284,409 and net liabilities of £2,681,704.

The statement of financial position includes long term loan notes of £1,906,005, the repayment terms of which have been extended to greater than one year and are repayable on various dates in 2024 and 2025.

Working capital management remains paramount and the company continues to engage with key creditors. Agreed payment plans with HMRC that the company continues to follow and an extension of specific interest repayment terms on loan notes until such time as the company has sufficient working capital, have been negotiated. These have enabled the company to satisfactorily manage the servicing of liabilities totalling an additional £668,117, whilst ensuring access to ongoing working capital throughout.

The company continues to benefit from the unwavering commitment and support of its external investors, with further loan notes of £485,000 advanced subsequent to 31 January 2023.

Having considered the impact of the above on the company's ability to manage its short-term working capital together with the continuing support of investors, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Whilst a material uncertainty exists, it is for these reasons the Directors consider it appropriate to continue to adopt the going concern basis in preparing the financial statements.
 

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company's activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The company recognises revenue when the amount of revenue can be reliably measured by reference to stage of completion, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities. When the outcome cannot be reliably estimated, revenue is recognised to the extent that expenses recognised are recoverable.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

2

Accounting policies (continued)

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amounts of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount is equal to the greatest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings and equipment

straight line over 4 years

Intangible assets

Intangible assets are stated in the statement of financial position at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.

The cost of intangible assets includes directly attributable incremental costs incurred in their internal generation.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life, commencing when the assets are available for use as follows:

Asset class

Amortisation method and rate

Development Expenditure

3 years straight line

Research and development

Research expenditure is written off in the period in which it is incurred.

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

2

Accounting policies (continued)

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

2

Accounting policies (continued)

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance costs in the income statement and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Share based payments

The company has historically issued equity-settled payments to certain employees (including directors). Equity-settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share based payments is expensed as vesting criteria are met over the vesting period, together with a corresponding increase in equity, based on the company's estimate of the shares that will eventually vest.

Fair value is measured using the Black Scholes Pricing Model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled transaction is cancelled, it is treated as if it has vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.

Employee benefit trust

Westbrook International Limited is the trustee of the Westbrook International Limited Employee Benefit Trust. Whilst legally not the property of the company, investments in own shares and other assets are recognised in the financial statements, in accordance with FRS 102. Finance costs and administration expenses are charged as they occur and dividends are stated net of dividends arising on own shares.

A separate reserve is maintained in recognition of the trust status of the scheme.

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

2

Accounting policies (continued)

Financial instruments

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instrument are debited to equity.


3

Audit Report

The Independent Auditor's Report was unqualified but included the following; "However, a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in this respect." The name of the Senior Statutory Auditor who signed the audit report on 19 June 2023 was Martin Widdowson, who signed for and on behalf of Brebners.

4

Loss before tax

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

17,585

15,787

Amortisation expense

59,846

-

Foreign exchange (gains)/losses

(403)

2,361

 

77,028

18,148

5

Staff numbers

The average number of persons employed by the company during the year, was 29 (2022 - 29).

6

Interest payable and similar expenses

2023
 £

2022
 £

Interest on bank overdrafts and borrowings

130,903

60,317

Interest expense on other finance liabilities

17,978

21,219

148,881

81,536

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

7

Auditor's remuneration

2023
£

2022
£

Audit of the financial statements

13,781

13,125


 

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

8

Intangible assets

Development Expenditure
 £

Total
£

Cost or valuation

At 1 February 2022

378,235

378,235

Additions internally developed

152,349

152,349

At 31 January 2023

530,584

530,584

Amortisation

At 1 February 2022

-

-

Amortisation charge

59,846

59,846

At 31 January 2023

59,846

59,846

Carrying amount

At 31 January 2023

470,738

470,738

At 31 January 2022

378,235

378,235

9

Tangible assets

Furniture, fittings and equipment
 £

Total
£

Cost

At 1 February 2022

258,698

258,698

Additions

8,178

8,178

At 31 January 2023

266,876

266,876

Depreciation

At 1 February 2022

211,319

211,319

Charge for the year

17,585

17,585

At 31 January 2023

228,904

228,904

Carrying amount

At 31 January 2023

37,972

37,972

At 31 January 2022

47,379

47,379

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

10

Debtors

2023
£

2022
£

Trade debtors

75,725

272,538

Other debtors

656,248

788,702

731,973

1,061,240

Details of non-current debtors

Included within other debtors is an amount of £26,634 (2022: £5,920) due in greater than one year. An amount of £26,634 (2022: £26,634) is secured in favour of the landlord in respect of future obligations.

11

Creditors

Creditors: amounts falling due within one year

Note

2023
£

2022
£

Other borrowings

12

164,599

183,445

Trade creditors

 

122,249

163,742

Taxation and social security

 

500,960

504,161

Other creditors

 

1,248,285

952,456

 

2,036,093

1,803,804

Creditors: amounts falling due after more than one year

Note

2023
£

2022
£

Loans and borrowings

12

24,005

39,873

Loan notes

12

1,882,000

857,000

 

1,906,005

896,873

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

12

Loans and borrowings

2023
£

2022
£

Current loans and borrowings

Bank borrowings

9,911

9,666

Hire purchase and finance lease liabilities

5,978

5,978

Loan notes

70,000

-

Other borrowings

78,710

167,801

164,599

183,445

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

24,005

33,895

Hire purchase and finance lease liabilities

-

5,978

Loan notes

1,882,000

857,000

1,906,005

896,873

Other borrowings are secured by a fixed charge over certain book debts and a fixed and floating charge over the assets and undertakings of the company. Obligations under hire purchase and finance lease agreements are secured over the assets concerned.

13

Financial commitments, guarantees and contingencies

Amounts not provided for in the statement of financial position

The total amount of financial commitments not included in the statement of financial position is £141,972 (2022 - £269,176).

14

Pension and other schemes

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £28,345 (2022: £25,386)

 

Westbrook International Limited

Notes to the Financial Statements for the Year Ended 31 January 2023

15

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary 'A' shares of £0.10 each

529,264

52,926

529,264

52,926

Preference 'A' shares of £1 each

71,240

71,240

71,240

71,240

Ordinary 'B' shares of £0.10 each

9,000

900

9,000

900

Ordinary 'C' shares of £0.01 each

212,467

2,125

212,467

2,125

Ordinary 'E' shares of £0.10 each

1,612,384

161,238

1,612,384

161,238

Deferred shares of £0.01 each

1,696,573

16,966

1,696,573

16,966

 

4,130,928

305,395

4,130,928

305,395