Company registration number 05081314 (England and Wales)
WILLOWBREEZE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
WILLOWBREEZE LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
WILLOWBREEZE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
4
276,346
116,409
Current assets
Trade and other receivables falling due after more than one year
5
114,050
114,050
Trade and other receivables falling due within one year
5
1,259,735
1,175,164
Cash and cash equivalents
42,731
152,747
1,416,516
1,441,961
Current liabilities
6
(831,530)
(855,520)
Net current assets
584,986
586,441
Net assets
861,332
702,850
Equity
Called up share capital
7
100
100
Retained earnings
8
861,232
702,750
Total equity
861,332
702,850

The notes on pages 2 to 8 form part of these financial statements.

The director of the company has elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and signed by the director and authorised for issue on 31 January 2024
Mr M Hedman
Director
Company Registration No. 05081314
WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information

Willowbreeze Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is c/o Lithgow, Nelson & Co., Moor Hall, Sandhawes Hill, East Grinstead, West Sussex, RH19 3NR.

1.1
Basis of preparation of financial statements

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 disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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
Going concern

The financial statements have been prepared on a going concern basis. The Director has considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making his assessment.true

 

Based on these assessments and having regard to the resources available to the entity, the Director has concluded that there is no material uncertainty and that he can continue to adopt the going concern basis in preparing the annual report and accounts.

1.3
Revenue

Revenue is recognised as management recharges based on a mark up basis on expenditure incurred.

 

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Plant and machinery -
Fixtures, fittings & equipment
19% straight-line basis
Computer equipment
33% straight-line basis

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

WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.5
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

 

 

WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -

 

Investments in non-derivative instruments that are equity to the issuer are measured:

· at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;

 

· at cost less impairment for all other investments.

 

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the

contract.

 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

1.8
Equity instruments

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

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

 

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

 

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

WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.11
Retirement benefits

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

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13
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.

2
Judgements and key sources of estimation uncertainty

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

 

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

3
Employees

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

2022
2021
Number
Number
Total
47
44
WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
4
Property, plant and equipment
Plant and machinery etc
£
Cost
At 1 January 2022
431,455
Additions
256,386
At 31 December 2022
687,841
Depreciation and impairment
At 1 January 2022
315,046
Depreciation charged in the year
96,449
At 31 December 2022
411,495
Carrying amount
At 31 December 2022
276,346
At 31 December 2021
116,409
5
Trade and other receivables
2022
2021
Amounts falling due within one year:
£
£
Other receivables
1,259,735
1,175,164
2022
2021
Amounts falling due after more than one year:
£
£
Other receivables
114,050
114,050
Total debtors
1,373,785
1,289,214
6
Current liabilities
2022
2021
£
£
Trade payables
83,383
33,603
Corporation tax
30,617
21,407
Other taxation and social security
8,643
95,970
Other payables
708,887
704,540
831,530
855,520
WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
7
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
8
Retained earnings
2022
2021
£
£
At the beginning of the year
702,750
570,502
Profit for the year
158,482
132,248
At the end of the year
861,232
702,750
9
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Services provided
Services received
2022
2021
2022
2021
£
£
£
£
Ragnarok Corporation N.V.
5,022,935
4,393,247
-
-
Freyr Corporation N.V.
-
-
48,878
43,656
Quality Consultancy N.V.
-
-
97,755
87,311

The following amounts were outstanding at the reporting end date:

2022
2021
Amounts owed to fellow subsidiaries
£
£
Freyr Corporation N.V.
180,452
131,574
Quality Consultancy N.V.
365,628
267,873

Amount owed to ultimate parent company - Mayakoba Holdings Ltd. 113,079 113,079

The following amounts were outstanding at the reporting end date:

2022
2021
Amounts due from fellow subsidiary
£
£
Ragnarok Corporation N.V.
1,019,994
1,022,893
WILLOWBREEZE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
10
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2022
2021
£
£
Within one year
144,045
150,053
Between one and five years
120,038
215,410
264,083
365,463
11
Parent company and Ultimate controlling party

The parent company of Willowbreeze Limited at 31 December 2022 and the smallest group for which consolidated financial statements are drawn up is G&C Investment N.V. The address of its registered office is Pletterrijweg 43, Willemstad, Curacao.

The ultimate controlling party and the largest group for which consolidated financial statements are drawn up is Mayakoba Holdings Ltd. The address of its registered office is Suite 205A, Saffrey Square, Bank Lane & Bay Street, Nassau, Bahamas.

12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The Independent Auditor's report was unqualified.
The name of the Senior Statutory Auditor who signed the audit report was Rajeev Shaunak who signed on behalf of MHA.  MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
2022-12-312022-01-01false31 January 2024CCH SoftwareCCH Accounts Production 2023.100No description of principal activityThis audit opinion is unqualifiedMr M HedmanMr Philip J Gee050813142022-01-012022-12-31050813142022-12-31050813142021-12-3105081314core:OtherPropertyPlantEquipment2022-12-3105081314core:OtherPropertyPlantEquipment2021-12-3105081314core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3105081314core:Non-currentFinancialInstrumentscore:AfterOneYear2021-12-3105081314core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3105081314core:CurrentFinancialInstrumentscore:WithinOneYear2021-12-3105081314core:CurrentFinancialInstruments2022-12-3105081314core:CurrentFinancialInstruments2021-12-3105081314core:ShareCapital2022-12-3105081314core:ShareCapital2021-12-3105081314core:RetainedEarningsAccumulatedLosses2022-12-3105081314core:RetainedEarningsAccumulatedLosses2021-12-3105081314core:RetainedEarningsAccumulatedLosses2021-12-3105081314core:RetainedEarningsAccumulatedLosses2020-12-3105081314bus:Director12022-01-012022-12-3105081314core:FurnitureFittings2022-01-012022-12-3105081314core:ComputerEquipment2022-01-012022-12-31050813142021-01-012021-12-3105081314core:OtherPropertyPlantEquipment2021-12-3105081314core:OtherPropertyPlantEquipment2022-01-012022-12-3105081314core:WithinOneYear2022-12-3105081314core:WithinOneYear2021-12-3105081314core:AfterOneYear2022-12-3105081314core:AfterOneYear2021-12-3105081314core:BetweenTwoFiveYears2022-12-3105081314core:BetweenTwoFiveYears2021-12-3105081314bus:PrivateLimitedCompanyLtd2022-01-012022-12-3105081314bus:SmallCompaniesRegimeForAccounts2022-01-012022-12-3105081314bus:FRS1022022-01-012022-12-3105081314bus:Audited2022-01-012022-12-3105081314bus:CompanySecretary12022-01-012022-12-3105081314bus:FullAccounts2022-01-012022-12-31xbrli:purexbrli:sharesiso4217:GBP