Caseware UK (AP4) 2022.0.179 2022.0.179 2022-11-302022-11-302022-11-30false2021-12-01falseBusiness and domestic software development9756true 08645640 2021-12-01 2022-11-30 08645640 2020-12-01 2021-11-30 08645640 2022-11-30 08645640 2021-11-30 08645640 2020-12-01 08645640 2 2021-12-01 2022-11-30 08645640 2 2020-12-01 2021-11-30 08645640 d:Director1 2021-12-01 2022-11-30 08645640 d:Director2 2021-12-01 2022-11-30 08645640 d:RegisteredOffice 2021-12-01 2022-11-30 08645640 e:Buildings 2021-12-01 2022-11-30 08645640 e:Buildings 2022-11-30 08645640 e:Buildings 2021-11-30 08645640 e:Buildings e:OwnedOrFreeholdAssets 2021-12-01 2022-11-30 08645640 e:FurnitureFittings 2021-12-01 2022-11-30 08645640 e:OfficeEquipment 2021-12-01 2022-11-30 08645640 e:OfficeEquipment 2022-11-30 08645640 e:OfficeEquipment 2021-11-30 08645640 e:OfficeEquipment e:OwnedOrFreeholdAssets 2021-12-01 2022-11-30 08645640 e:ComputerEquipment 2021-12-01 2022-11-30 08645640 e:ComputerEquipment 2022-11-30 08645640 e:ComputerEquipment 2021-11-30 08645640 e:ComputerEquipment e:OwnedOrFreeholdAssets 2021-12-01 2022-11-30 08645640 e:OwnedOrFreeholdAssets 2021-12-01 2022-11-30 08645640 e:Goodwill 2021-12-01 2022-11-30 08645640 e:CopyrightsPatentsTrademarksServiceOperatingRights 2021-12-01 2022-11-30 08645640 e:CopyrightsPatentsTrademarksServiceOperatingRights 2022-11-30 08645640 e:CopyrightsPatentsTrademarksServiceOperatingRights 2021-11-30 08645640 e:CurrentFinancialInstruments 2022-11-30 08645640 e:CurrentFinancialInstruments 2021-11-30 08645640 e:Non-currentFinancialInstruments 2022-11-30 08645640 e:Non-currentFinancialInstruments 2021-11-30 08645640 e:CurrentFinancialInstruments e:WithinOneYear 2022-11-30 08645640 e:CurrentFinancialInstruments e:WithinOneYear 2021-11-30 08645640 e:ShareCapital 2022-11-30 08645640 e:ShareCapital 2021-11-30 08645640 e:ShareCapital 2020-12-01 08645640 e:SharePremium 2022-11-30 08645640 e:SharePremium 2 2021-12-01 2022-11-30 08645640 e:SharePremium 2021-11-30 08645640 e:SharePremium 2020-12-01 08645640 e:SharePremium 2 2020-12-01 2021-11-30 08645640 e:RetainedEarningsAccumulatedLosses 2021-12-01 2022-11-30 08645640 e:RetainedEarningsAccumulatedLosses 2022-11-30 08645640 e:RetainedEarningsAccumulatedLosses 2 2021-12-01 2022-11-30 08645640 e:RetainedEarningsAccumulatedLosses 2020-12-01 2021-11-30 08645640 e:RetainedEarningsAccumulatedLosses 2021-11-30 08645640 e:RetainedEarningsAccumulatedLosses 2020-12-01 08645640 e:RetainedEarningsAccumulatedLosses 2 2020-12-01 2021-11-30 08645640 e:AcceleratedTaxDepreciationDeferredTax 2022-11-30 08645640 e:AcceleratedTaxDepreciationDeferredTax 2021-11-30 08645640 e:TaxLossesCarry-forwardsDeferredTax 2022-11-30 08645640 e:TaxLossesCarry-forwardsDeferredTax 2021-11-30 08645640 d:FRS102 2021-12-01 2022-11-30 08645640 d:Audited 2021-12-01 2022-11-30 08645640 d:FullAccounts 2021-12-01 2022-11-30 08645640 d:PrivateLimitedCompanyLtd 2021-12-01 2022-11-30 08645640 e:Subsidiary1 2021-12-01 2022-11-30 08645640 e:Subsidiary1 1 2021-12-01 2022-11-30 08645640 e:Subsidiary2 2021-12-01 2022-11-30 08645640 e:Subsidiary2 1 2021-12-01 2022-11-30 08645640 e:Subsidiary3 2021-12-01 2022-11-30 08645640 e:Subsidiary3 1 2021-12-01 2022-11-30 08645640 e:Subsidiary4 2021-12-01 2022-11-30 08645640 e:Subsidiary4 1 2021-12-01 2022-11-30 08645640 e:WithinOneYear 2022-11-30 08645640 e:WithinOneYear 2021-11-30 08645640 e:BetweenOneFiveYears 2022-11-30 08645640 e:BetweenOneFiveYears 2021-11-30 08645640 d:Consolidated 2022-11-30 08645640 d:ConsolidatedGroupCompanyAccounts 2021-12-01 2022-11-30 08645640 e:CopyrightsPatentsTrademarksServiceOperatingRights e:ExternallyAcquiredIntangibleAssets 2021-12-01 2022-11-30 08645640 2 2021-12-01 2022-11-30 08645640 6 2021-12-01 2022-11-30 08645640 e:ShareCapital 2 2021-12-01 2022-11-30 08645640 e:ShareCapital 2 2020-12-01 2021-11-30 08645640 e:CopyrightsPatentsTrademarksServiceOperatingRights e:OwnedIntangibleAssets 2021-12-01 2022-11-30 08645640 e:SpecificBusinessCombination1 2021-12-01 2022-11-30 08645640 e:SpecificBusinessCombination1 2022-11-30 08645640 e:SpecificBusinessCombination1 e:CurrentFinancialInstruments 2022-11-30 iso4217:GBP xbrli:pure

Registered number: 08645640









WONDE LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2022

 
WONDE LIMITED
 
 
COMPANY INFORMATION


Directors
P M G Dabrowa 
A T Larson 




Registered number
08645640



Registered office
Furlong House
2 Kings Court

Newmarket

Suffolk

CB8 7SG




Independent auditors
CLA Evelyn Partners Limited
Chartered Accountants & Statutory Auditor

Stonecross

Trumpington High Street

Cambridge

CB2 9SU





 
WONDE LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 4
Independent Auditors' Report
 
 
5 - 8
Consolidated Statement of Comprehensive Income
 
 
9
Consolidated Statement of Financial Position
 
 
10 - 11
Consolidated Statement of Changes in Equity
 
 
14
Company Statement of Changes in Equity
 
 
15
Consolidated Statement of Cash Flows
 
 
16 - 17
Consolidated Analysis of Net Debt
 
 
18
Notes to the Financial Statements
 
 
19 - 41


 
WONDE LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2022

Introduction
 
The directors present their report and financial statements for Wonde Limited for the year ended 30 November 2022. 

Principal activity
The principal activity of the group is that of software development and cyber security services to the education sector and provision of flexible voucher systems.

Business review
 
Group revenue in the year increased from £10.7m to £19.1m reflecting growth in the number of supported schools and increased volume of gross voucher sales.
The directors expect that positive market conditions and continued customer adoption will continue into the forthcoming year, which will allow the group to continue to expand services into existing markets and invest in new geographic locations.

Principal risks and uncertainties
 
The key risks and uncertainties that affect the group are considered to be data protection and financial risk.
The group reduces data protection risk by ensuring that it maintains internationally recognised levels of information security systems and process audits and testing. The group upholds ISO27001, is on the UK Government's G-Cloud framework and is a framework supplier for the Crown Commercial Service.
The exposure to financial risk comprises three main elements which are credit risk, cash flow risk and liquidity risk. Credit risk and cash flow risk are managed by having robust credit control procedures in place which pay particular attention to the credit offered to customers and the amounts outstanding in terms of time and value. The liquidity risk is managed by ensuring that sufficient cash resources are available to pay for the liabilities of the business as and when they fall due.

Financial key performance indicators
 
The Group manages its internal operational performance using a number of KPIs. The most important of these are as follows:
• Reported turnover of £19.1m (2021 - £10.7m). This is important to ensure revenue growth is in line with stakeholder expectations and industry benchmarks.
• Reported operating profit of £8.4m (2021 – £3.8m). This is important to highlight the operational performance of the group.
• Net current assets of the group have increased from £4.8m to £9.7m, which illustrates the healthy financial position of the group, enabling the group to meet its working capital requirements.

Other key performance indicators
 
Number of supported schools across the globe over 25,000 (2021 – 20,000). This is important to ensure continued revenue growth in the education sector.

Page 1

 
WONDE LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022


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





................................................
P M G Dabrowa
Director

Date: 29 November 2023

Page 2

 
WONDE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2022

The directors present their report and the financial statements for the year ended 30 November 2022.

Directors

The directors who served during the year were:

P M G Dabrowa 
A T Larson 

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £6,729,383 (2021 - £3,046,982).



Future developments

The directors expect that positive market conditions and continued customer adoption will continue into the forthcoming year, which will allow the group to continue to expand services into existing markets and invest in new geographic locations.

Page 3

 
WONDE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsCLA Evelyn Partners Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
P M G Dabrowa
Director
Date: 29 November 2023

Page 4

 
WONDE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WONDE LIMITED
 

Opinion


We have audited the financial statements of Wonde Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2022, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 November 2022 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent 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.


Page 5

 
WONDE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WONDE LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
WONDE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WONDE LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


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

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. 
The following laws and regulations were identified as being of significance to the entity: 
• Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. 
• It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud. 
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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


Other matters 
 

Due to the financial statements ended 30 November 2022 being the first year consolidated accounts are being prepared, the consolidated figures for the year ended 30 November 2021 are unaudited. During the audit of the financial statements for the year ended 30 November 2022 no evidence has suggested that there are material adjustments required in relation to the consolidated opening balances.


Page 7

 
WONDE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WONDE LIMITED (CONTINUED)


Use of our report
 

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





Fran Reid FCA (Senior Statutory Auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
Chartered Accountants
Statutory Auditor
  
Stonecross
Trumpington High Street
Cambridge
CB2 9SU

29 November 2023
Page 8

 
WONDE LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2022

2022
Unaudited 2021
£
£

  

Turnover
 4 
19,104,676
10,658,729

Cost of sales
  
(2,133,110)
(1,696,929)

Gross profit
  
16,971,566
8,961,800

Administrative expenses
  
(8,549,622)
(5,187,908)

Other operating income
 5 
-
466

Operating profit
 6 
8,421,944
3,774,358

Interest receivable and similar income
 10 
17,673
1,959

Interest payable and similar expenses
 11 
(1,576)
-

Profit before tax
  
8,438,041
3,776,317

Tax on profit
 12 
(1,708,658)
(729,335)

Profit for the financial year
  
6,729,383
3,046,982

Other comprehensive income for the year
  

Currency translation differences
  
13,916
8,739

Other comprehensive income for the year
  
13,916
8,739

Total comprehensive income for the year
  
6,743,299
3,055,721

Profit for the year attributable to:
  

Owners of the parent company
  
6,729,383
3,046,982

  
6,729,383
3,046,982

Total comprehensive income attributable to:
  

The notes on pages 19 to 41 form part of these financial statements.

Page 9

 
WONDE LIMITED
REGISTERED NUMBER: 08645640

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2022

2022
Unaudited 2021
Note
£
£

Fixed assets
  

Intangible assets
 13 
1,717,750
3,861

Tangible assets
 14 
601,699
165,486

  
2,319,449
169,347

Current assets
  

Debtors: amounts falling due after more than one year
 16 
47,110
-

Debtors: amounts falling due within one year
 16 
7,581,685
5,449,048

Cash at bank and in hand
 17 
22,330,867
15,881,720

  
29,959,662
21,330,768

Creditors: amounts falling due within one year
 18 
(20,216,734)
(16,550,187)

Net current assets
  
 
 
9,742,928
 
 
4,780,581

Total assets less current liabilities
  
12,062,377
4,949,928

Provisions for liabilities
  

Deferred taxation
 19 
-
(35,214)

  
 
 
-
 
 
(35,214)

Net assets
  
12,062,377
4,914,714


Capital and reserves
  

Called up share capital 
  
227
227

Share premium account
  
3,077,475
3,077,475

Foreign exchange reserve
  
22,655
8,739

Profit and loss account
  
8,962,020
1,828,273

Equity attributable to owners of the parent Company
  
12,062,377
4,914,714


Page 10

 
WONDE LIMITED
REGISTERED NUMBER: 08645640
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 NOVEMBER 2022

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 November 2023.




................................................
P M G Dabrowa
Director

The notes on pages 19 to 41 form part of these financial statements.

Page 11

 
WONDE LIMITED
REGISTERED NUMBER: 08645640

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2022

2022
Restated
2021
Note
£
£

Fixed assets
  

Intangible assets
 13 
276,744
3,861

Tangible assets
 14 
591,056
161,373

Investments
 15 
1,517,121
67

  
2,384,921
165,301

Current assets
  

Debtors due after more than 1 year
 16 
47,110
758,609

Debtors: amounts falling due within one year
 16 
9,240,059
5,414,918

Cash at bank and in hand
 17 
22,123,892
15,761,754

  
31,411,061
21,935,281

Creditors: amounts falling due within one year
 18 
(20,024,661)
(16,521,401)

Net current assets
  
 
 
11,386,400
 
 
5,413,880

Total assets less current liabilities
  
13,771,321
5,579,181

  

Provisions for liabilities
  

Deferred taxation
 19 
-
(35,214)

  
 
 
-
 
 
(35,214)

Net assets
  
13,771,321
5,543,967

Page 12

 
WONDE LIMITED
REGISTERED NUMBER: 08645640
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 NOVEMBER 2022

2022
2021
£
£


Capital and reserves
  

Called up share capital 
  
227
227

Share premium account
  
3,077,475
3,077,475

Profit and loss account brought forward
  
2,466,265
(1,328,246)

Profit for the year
  
7,822,990
3,448,459

Other changes in the profit and loss account

  

404,364
346,052

Profit and loss account carried forward
  
10,693,619
2,466,265

  
13,771,321
5,543,967


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 November 2023.


................................................
P M G Dabrowa
Director

The notes on pages 19 to 41 form part of these financial statements.

Page 13

 

 
WONDE LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2022



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity


£
£
£
£
£
£



At 1 December 2020
227
3,077,475
-
(1,564,761)
1,512,941
1,512,941





Profit for the year
-
-
-
3,046,982
3,046,982
3,046,982


Currency translation differences
-
-
8,739
-
8,739
8,739



Contributions by and distributions to owners


Share based payment charge
-
-
-
346,052
346,052
346,052





At 1 December 2021
227
3,077,475
8,739
1,828,273
4,914,714
4,914,714





Profit for the year
-
-
-
6,729,383
6,729,383
6,729,383


Currency translation diferences
-
-
13,916
-
13,916
13,916



Contributions by and distributions to owners


Share based payment charge
-
-
-
404,364
404,364
404,364



At 30 November 2022
227
3,077,475
22,655
8,962,020
12,062,377
12,062,377



The notes on pages 19 to 41 form part of these financial statements.



Page 14

 

 
WONDE LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2022



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£



At 1 December 2020
227
3,077,475
(1,328,246)
1,749,456





Profit for the year
-
-
3,448,459
3,448,459



Contributions by and distributions to owners


Share based payment charge
-
-
346,052
346,052





At 1 December 2021
227
3,077,475
2,466,265
5,543,967



Comprehensive income for the year


Profit for the year
-
-
7,822,990
7,822,990



Contributions by and distributions to owners


Share based payment charge
-
-
404,364
404,364



At 30 November 2022
227
3,077,475
10,693,619
13,771,321



The notes on pages 19 to 41 form part of these financial statements.

Page 15

 
WONDE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2022
Unaudited 2021
£
£

Cash flows from operating activities

Profit for the financial year
6,729,383
3,046,982

Adjustments for:

Amortisation of intangible assets
87,293
2,575

Depreciation of tangible assets
150,416
100,457

Interest paid
1,576
-

Interest received
(17,673)
(1,959)

Taxation charge
1,692,521
729,335

(Increase) in debtors
(2,582,992)
(3,174,163)

Increase in creditors
2,316,245
13,966,838

Share based payment charge
404,364
346,052

Net fair value losses recognised in P&L
13,916
8,739

Corporation tax received/(paid)
-
(1,000,000)

Net cash generated from operating activities

8,795,049
14,024,856


Cash flows from investing activities

Purchase of intangible fixed assets
(300,873)
-

Purchase of tangible fixed assets
(586,629)
(86,056)

Purchase of subsidiary
(1,500,308)
-

Interest received
17,673
1,959

Net cash used in investing activities

(2,370,137)
(84,097)

Cash flows from financing activities

New unsecured loans
27,293
-

Repayment of loans
(1,482)
-

Interest paid
(1,576)
-

Net cash generated from financing activities
24,235
-
Page 16

 
WONDE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022


2022
2021

£
£



Net increase in cash and cash equivalents
6,449,147
13,940,759

Cash and cash equivalents at beginning of year
15,881,720
1,940,961

Cash and cash equivalents at the end of year
22,330,867
15,881,720


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
22,330,867
15,881,720

22,330,867
15,881,720


The notes on pages 19 to 41 form part of these financial statements.

Page 17

 
WONDE LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 NOVEMBER 2022




At 1 December 2021
Cash flows
At 30 November 2022
£

£

£

Cash at bank and in hand

15,261,754

(6,158,169)

9,103,585

Cash floats held with suppliers

500,000

12,520,307

13,020,307

Debt due within 1 year

-

(25,810)

(25,810)


15,761,754
6,336,328
22,098,082

The notes on pages 19 to 41 form part of these financial statements.

Page 18

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

1.


General information

The principal activity of the company in the period under review was that of software development and cyber security services to the education sector and provision of flexible voucher systems. 
The Company is a private company limited by shares and is incorporated in England and Wales.
The Registered Office address is Furlong House, 2 Kings Court, Newmarket, Suffolk, CB8 7SG.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 19

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. 
Revenue relating to voucher sales is recognised as an agent’s commission and is deferred at the point of invoice and recognised when the voucher is generated by the recipient. The voucher sales revenue is the net of the gross value of the voucher purchased less the payment passed on by the Company to the supplier. Should a voucher not be activated by the allocated recipient within agreed time limits and no payment is made to the supplier, the full value of the voucher is revenue for the company, recognised on the expiry date.
Revenue relating to the subscription of software licences is recognised throughout the period in which software based services are provided to customers. 

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 20

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2.Accounting policies (continued)

 
2.6

Research and development

All research and development expenditure is expensed as incurred.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 21

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Domain Name
-
10
years

Page 22

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
10 years straight line
Fixtures and fittings
-
3 years straight line
Office equipment
-
3 years straight line
Computer equipment
-
3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.



 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 23

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

2.Accounting policies (continued)

 
2.17

Financial instruments

The Company enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to and from related parties.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and
assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and
the amounts reported for revenues and expenses during the year. However, the nature of estimation
means that actual outcomes could differ from those estimates. The following judgments (apart from
those involving estimates) have had the most significant effect on amounts recognised in the financial
statements.
i) Debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 16 for the net carrying amount of the debtors. 
ii) Useful economic life of tangibles fixed assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 14 for the carrying amount of the property plant and equipment, and note 2.14 for the useful economic lives for each class of assets.

Page 24

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

4.


Turnover

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


2022
Unaudited 2021
£
£

Software
2,505,705
2,188,792

Vouchers
16,598,971
8,469,937

19,104,676
10,658,729


Analysis of turnover by country of destination:

2022
Unaudited 2021
£
£

United Kingdom
19,091,105
10,616,411

Rest of the World
13,571
42,318

19,104,676
10,658,729



5.


Other operating income

2022
Unaudited 2021
£
£

Other operating income
-
466

-
466



6.


Operating profit

The operating profit is stated after charging:

2022
Unaudited 2021
£
£

Exchange differences
28,494
27,878

Other operating lease rentals
296,798
102,630

Share-based payment
404,364
346,052

Depreciation of tangible fixed assets
150,416
97,375

Amortisation of intangibles
87,292
2,574

Page 25

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2022
Unaudited 2021
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
31,000
27,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
Unaudited 2021
2022
2021
£
£
£
£


Wages and salaries
4,957,929
3,024,806
4,331,640
2,853,207

Social security costs
454,851
298,992
449,248
298,992

Cost of defined contribution scheme
90,675
41,025
89,167
41,025

5,503,455
3,364,823
4,870,055
3,193,224


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2022
   Unaudited 2021
        2022
2021
            No.
            No.
            No.
            No.









Management and finance
14
7
10
6



Sales and marketing
33
20
12
19



IT
52
30
65
27



Administration
12
7
10
4

111
64
97
56

Page 26

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

9.


Directors' remuneration

2022
Unaudited 2021
£
£

Directors' emoluments
189,096
331,000

Group contributions to defined contribution pension schemes
1,321
1,318

190,417
332,318


During the year retirement benefits were accruing to 1 director (2021 - 1) in respect of defined contribution pension schemes.


10.


Interest receivable

2022
Unaudited 2021
£
£


Other interest receivable
17,673
1,959

17,673
1,959


11.


Interest payable and similar expenses

2022
Unaudited 2021
£
£


Bank interest payable
1,576
-

1,576
-

Page 27

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

12.


Taxation


2022
Unaudited 2021
£
£

Corporation tax


Current tax on profits for the year
1,832,583
436,290

Adjustments in respect of previous periods
71,754
-


1,904,337
436,290


Total current tax
1,904,337
436,290

Deferred tax


Origination and reversal of timing differences
(58,682)
374,465

Changes to tax rates
(136,997)
(81,420)

Total deferred tax
(195,679)
293,045


Taxation on profit on ordinary activities
1,708,658
729,335
Page 28

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

Unaudited
2022
2021
£
£


Profit on ordinary activities before tax
8,438,041
3,776,317


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
1,603,228
717,500

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
13,539
67,730

Capital allowances for year in excess of depreciation
(22,487)
(2,777)

Adjustments to tax charge in respect of prior periods
71,754
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
(137,850)

Other differences leading to an increase (decrease) in the tax charge
(129,574)
8,451

Unrelieved loss on foreign subsidiaries
172,198
76,281

Total tax charge for the year
1,708,658
729,335


Factors that may affect future tax charges

On 1 April 2023 the main rate of corporation tax increased from 19% to 25%. 

Page 29

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

13.


Intangible assets

Group





Domain Name
Goodwill
Total

£
£
£



Cost


At 1 December 2021
7,722
-
7,722


Additions
297,523
1,503,658
1,801,181



At 30 November 2022

305,245
1,503,658
1,808,903



Amortisation


At 1 December 2021
3,861
-
3,861


Charge for the year on owned assets
24,640
62,652
87,292



At 30 November 2022

28,501
62,652
91,153



Net book value



At 30 November 2022
276,744
1,441,006
1,717,750



At 30 November 2021
3,861
-
3,861



Page 30

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022
 
           13.Intangible assets (continued)

Company




Domain Name

£



Cost


At 1 December 2021
7,722


Additions
297,523



At 30 November 2022

305,245



Amortisation


At 1 December 2021
3,861


Charge for the year
24,640



At 30 November 2022

28,501



Net book value



At 30 November 2022
276,744



At 30 November 2021
3,861

Page 31

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

14.


Tangible fixed assets

Group






Leasehold property
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 December 2021
-
-
173,481
185,035
358,516


Additions
291,331
2,552
41,442
241,037
576,362


Acquisition of subsidiary
-
10,267
-
-
10,267



At 30 November 2022

291,331
12,819
214,923
426,072
945,145



Depreciation


At 1 December 2021
-
-
99,150
93,880
193,030


Charge for the year on owned assets
-
3,975
56,154
90,287
150,416



At 30 November 2022

-
3,975
155,304
184,167
343,446



Net book value



At 30 November 2022
291,331
8,844
59,619
241,905
601,699



At 30 November 2021
-
-
74,331
91,155
165,486

The leasehold property additions in the year is in relation to improvements following an office relocation during the period. The improvements had not been completed and were not ready for use at the year end and as a result were not depreciated during the financial year.

Page 32

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

           14.Tangible fixed assets (continued)


Company






Leasehold property
Office equipment
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 December 2021
-
172,904
168,126
341,030


Additions
291,331
39,445
237,162
567,938



At 30 November 2022

291,331
212,349
405,288
908,968



Depreciation


At 1 December 2021
-
98,802
80,855
179,657


Charge for the year on owned assets
-
55,165
83,089
138,254



At 30 November 2022

-
153,967
163,944
317,911



Net book value



At 30 November 2022
291,331
58,382
241,344
591,057



At 30 November 2021
-
74,102
87,271
161,373

The leasehold property additions in the year is in relation to improvements following an office relocation during the period. The improvements had not been completed and were not ready for use at the year end and as a result were not depreciated during the financial year.






Page 33

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 December 2021
67


Additions
1,517,054



At 30 November 2022
1,517,121





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Wonde PTY Limited
Level 38, 345 Queen Street , Brisbane, QLD 4000
Ordinary
100%
Secure Schools Ltd
Furlong House, 2 Kings Court, Newmarket CB8 7SG
Ordinary
100%
Booking Space Ltd (Dormant)
Furlong House, 2 Kings Court, Newmarket CB8 7SG
Ordinary
100%
EVouchers Ltd (Dormant)
Furlong House, 2 Kings Court, Newmarket CB8 7SG
Ordinary
100%

Secure Schools Limited listed above are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual accounts by virtue od s479A. The company has provided a guarantee to the subsidiaries under s479C of the Companies Act 2006.
The reporting date of the subsidiary is 30 November 2022.

Page 34

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

16.


Debtors

Group
Group
Company
Company
2022
Unaudited 2021
2022
2021
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
-
758,609

Other debtors
47,110
-
47,110
-

47,110
-
47,110
758,609


Group
Group
Company
Company
2022
Unaudited  2021
2022
Restated
2021
£
£

Due within one year

Trade debtors
6,244,352
4,485,472
6,205,449
4,464,090

Amounts owed by group undertakings
-
-
1,807,481
-

Other debtors
263,762
576,458
168,581
563,710

Prepayments and accrued income
913,106
387,118
898,083
387,118

Deferred taxation
160,465
-
160,465
-

7,581,685
5,449,048
9,240,059
5,414,918




Restatement of Other debtors
The 2021 balance of other debtors has been restated (previously £1,063,710). The restatement is in relation to £500,000 of balances held by suppliers that are repayable on demand. The balance reclassified is now included in cash and cash equivelents. See note 17 for the corresponding restatement.


17.


Cash and cash equivalents

Group
Group
Company
Company
2022
Unaudited 2021
2022
Restated
2021
£
£
£
£

Cash at bank and in hand
22,330,867
15,881,720
22,123,892
15,761,754

22,330,867
15,881,720
22,123,892
15,761,754


Page 35

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2022
Unaudited 2021
2022
2021
£
£
£
£

Bank loans
25,811
-
-
-

Payments received on account
2,252,544
3,551,363
2,252,544
3,551,363

Trade creditors
432,329
113,430
419,175
110,167

Corporation tax
1,324,490
-
1,324,490
-

Other taxation and social security
160,344
119,457
150,319
119,457

Other creditors
422,544
53,090
296,546
27,567

Accruals and deferred income
15,598,672
12,712,847
15,581,587
12,712,847

20,216,734
16,550,187
20,024,661
16,521,401


Page 36

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

19.


Deferred taxation


Group





2022
2021


£

£






At beginning of year
(35,214)
257,831


Charged to profit or loss
195,679
(293,045)



At end of year
160,465
(35,214)

Company




2022
Unaudited 2021


£

£






At beginning of year
(35,214)
257,831


Charged to profit or loss
195,679
(293,045)



At end of year
160,465
(35,214)

The deferred taxation balance is made up as follows:

Group
Group
Company
Company
2022
Unaudited 2021
2022
2021
£
£
£
£

Accelerated capital allowances
(107,024)
(37,265)
(107,024)
(37,265)

Short term timing differences
267,489
2,051
267,489
2,051

160,465
(35,214)
160,465
(35,214)

Page 37

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

20.


Share-based payments

During the year ended November 2020 the company introduced a share option scheme granting shares over ordinary share capital. The scheme consists of both qualifying EMI options and non-qualifying options. 
The options issued are exercisable on an exit event for £312.82 per share. 

Weighted average exercise price (pence)
2022
Number
2022
Weighted average exercise price
(pence)
2021
Number
2021

Outstanding at the beginning of the year

31,282

2,590

31,282
 
1,535
 
Granted during the year

31,282

200

31,282
 
1,055
 
Outstanding at the end of the year
31,282

2,790

31,282
 
2,590
 

Charges in respect of these schemes are recognised in the statement of Profit and Loss of the Company. Charge of £404,364 (2021: £346,052) has been recognised. 




Page 38

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

21.
 

Business combinations

The group acquired 100% of the Ordinary £0.001 shares in Secure Schools Ltd on 7th July 2022. The acquisition method of accounting has been adopted.

Acquisition of Secure Schools Ltd

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
10,297
-
10,297

10,297
-
10,297

Current Assets

Debtors
22,456
-
22,456

Cash at bank and in hand
16,746
-
16,746

Total Assets
49,499
-
49,499

Creditors

Due within one year
(36,103)
-
(36,103)

Total Identifiable net assets
13,396
-
13,396


Goodwill
1,503,658

Total purchase consideration
1,517,054

Consideration

£


Cash
1,517,054

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,517,054

1,517,054

Less: Cash and cash equivalents acquired
(16,746)

Net cash outflow on acquisition
1,500,308

Page 39

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

21.Business combinations (continued)

The goodwill arising on acquisition is attributable to the difference between the book value and the consideration paid. Goodwill is amortised over a 10 year period.

The results of Secure Schools Ltd since acquisition are as follows:

Current period since acquisition
£

Turnover
10,638

(Loss) for the period since acquisition
(124,647)







22.


Contingent liabilities

The purchase of Secure Schools Limited includes contingent consideration of up to £1.5m based on future revenues. Based on forecasts the directors consider the payment of this additional consideration sufficiently uncertain as to not meet the recognition criteria for financial liabilities in these financial statements.


23.


Capital commitments




At 30 November 2022 the Group and Company had capital commitments as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Contracted for but not provided in these financial statements
106,661
-
106,661
-

106,661
-
106,661
-

Page 40

 
WONDE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022

24.


Commitments under operating leases

At 30 November 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2022
Unaudited 2021
2022
2021
£
£
£
£

Not later than 1 year
300,440
91,467
285,319
83,073

Later than 1 year and not later than 5 years
679,715
200,105
679,715
200,105

980,155
291,572
965,034
283,178


25.


Transactions with directors

During the year the company made advances of £139,586 (2021: £Nil), to the directors and recieved repayments of £Nil (2021: £Nil). The balance outstanding at the year end was £139,586 (2021: £Nil). The balance is interest free and repayable on demand.


26.


Related party transactions

During the year, key management personnel received remuneration of £709,581 (2021: £1,176,778). 

 
Page 41