W2O Pure Communications Limited
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 10970705 (England and Wales)
W2O Pure Communications Limited
Company Information
Directors
M Holt
B Murphy
C Abolt
(Appointed 1 June 2022)
S Narayanan
(Appointed 3 January 2022)
P Stanton
(Appointed 12 December 2022)
Secretary
B Ostrom
Company number
10970705
Registered office
10 Chiswell Street
London
England
EC1Y 4UQ
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
W2O Pure Communications Limited
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Notes to the financial statements
9 - 11
W2O Pure Communications Limited
Directors' Report
For the year ended 31 December 2022
Page 1

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be that of public relations and promotions.

Directors

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

M Holt
B Murphy
C Abolt
(Appointed 1 June 2022)
S Narayanan
(Appointed 3 January 2022)
J Weiss
(Resigned 3 January 2022)
P Stanton
(Appointed 12 December 2022)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

W2O Pure Communications Limited
Directors' Report (Continued)
For the year ended 31 December 2022
Page 2
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.

Going concern

The directors consider that the company has access to sufficient funding to meet its financial obligations as they fall due. In forming their decision, the directors have considered the fact that the parent company has provided a letter confirming that it will provide financial support as required for at least one year from the date of signing of these financial statements. As a result, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
P Stanton
Director
30 October 2023
W2O Pure Communications Limited
Independent Auditor's Report
To the Members of W2O Pure Communications Limited
Page 3
Opinion

We have audited the financial statements of W2O Pure Communications Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet 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 FRS 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.

W2O Pure Communications Limited
Independent Auditor's Report (Continued)
To the Members of W2O Pure Communications Limited
Page 4

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 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.

W2O Pure Communications Limited
Independent Auditor's Report (Continued)
To the Members of W2O Pure Communications Limited
Page 5
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

W2O Pure Communications Limited
Independent Auditor's Report (Continued)
To the Members of W2O Pure Communications Limited
Page 6

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Ian Graham
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
31 October 2023
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
W2O Pure Communications Limited
Statement of Comprehensive Income
For the year ended 31 December 2022
Page 7
2022
2021
£
£
Turnover
4,351,275
4,282,842
Cost of sales
(3,645,567)
(2,297,067)
Gross profit
705,708
1,985,775
Administrative expenses
(533,204)
(461,694)
Other operating income
160,935
-
0
Profit before taxation
333,439
1,524,081
Tax on profit
(104,385)
-
0
Profit for the financial year
229,054
1,524,081
W2O Pure Communications Limited
Balance Sheet
As at 31 December 2022
Page 8
2022
2021
Notes
£
£
£
£
Current assets
Debtors
3
3,760,383
3,876,445
Creditors: amounts falling due within one year
4
(396,524)
(741,641)
Net current assets
3,363,859
3,134,804
Capital and reserves
Called up share capital
5
100
100
Profit and loss reserves
3,363,759
3,134,704
Total equity
3,363,859
3,134,804

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 30 October 2023 and are signed on its behalf by:
P  Stanton
Director
Company Registration No. 10970705
W2O Pure Communications Limited
Notes to the Financial Statements
For the year ended 31 December 2022
Page 9
1
Accounting policies
Company information

W2O Pure Communications Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10 Chiswell Street, London, England, EC1Y 4UQ.

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 as applicable to companies subject to the small companies regime.

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.

1.2
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.

Fixed fee

When a contract indicates services are supplied on a fixed fee basis, the company recognises revenue over the period in which the service is provided to the customer representing the effort incurred over the life of the project. In the current period, management began assessing the work performed on a periodic basis to ensure that the period over which services are being provided remains appropriate. In previous years, fixed fee revenue was recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete could 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.

 

Time-and-expense

Time-and-expense professional service arrangements require the client to pay based on the number of hours worked by revenue-generating professionals at contractually agreed-upon rates. The company recognises revenues for professional services rendered under time-and-expense engagements based on an over time input method utilising the hours incurred at agreed-upon rates as work is performed. In some cases, time-and-expense arrangements are subject to a cap, in which case management assesses the work performed on a periodic basis to ensure that the cap has not been exceeded.

Other operating income

Other operating income includes the company's allocation of the release of the lease incentive liability following the exit of the office lease held by a fellow group undertaking.

1.3
Financial instruments
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.

W2O Pure Communications Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 10
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Basic financial liabilities

Basic financial liabilities, including creditors 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.

1.4
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.

1.5

Transfer pricing

In 2022, the ultimate parent company, W2O Holdings Inc., introduced intercompany remuneration between the parent and the company with respect to the following intercompany transactions:

 

•    The provision of certain marketing and advertising consulting services; and

•    The granting of rights to use certain network resources and intellectual property.

 

The impact of this change was an increase in revenue of £62,008 and an increase in cost of sales of £3,304,293.

2
Employees

The company uses the services of employees from a fellow group undertaking and does not have any contractual employees under service contracts.

 

The average monthly number of persons allocated to the company is 1 (2021: 14).

2022
2021
Number
Number
Total
-
0
-
0
W2O Pure Communications Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 11
3
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
480,978
644,516
Amounts owed by group undertakings
3,235,210
3,163,904
Other debtors
100
100
Prepayments and accrued income
44,095
67,925
3,760,383
3,876,445
4
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
6,070
43,974
Corporation tax
104,385
-
0
Other taxation and social security
24,479
12,893
Accruals and deferred income
261,590
684,774
396,524
741,641
5
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100
100
100
100
6
Parent company

The company considers its immediate parent company to be AJW Communications LLC, a company registered in the United States of America. The ultimate parent company is W2O Holdings Inc. The registered office address is 199 Water Street 14th Floor New York, NY 10038 United Stated of America.

 

W2O Holdings Inc. is the largest and smallest company in the group of which the company is a member which prepares consolidated accounts.

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