WISE TOPCO LIMITED

Company Registration Number:
13751952 (England and Wales)

Unaudited statutory accounts for the year ended 31 May 2023

Period of accounts

Start date: 1 June 2022

End date: 31 May 2023

WISE TOPCO LIMITED

Contents of the Financial Statements

for the Period Ended 31 May 2023

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

WISE TOPCO LIMITED

Directors' report period ended 31 May 2023

The directors present their report with the financial statements of the company for the period ended 31 May 2023

Principal activities of the company

The principal activity of the Company is that of a holding company for the Wise Group.The principal activity of the Group is that of a provider of compliance software and services to the last-mile logistics industry.



Directors

The directors shown below have held office during the whole of the period from
1 June 2022 to 31 May 2023

Simon Hills
Cameron Lenton
James Orton
Derek Elliot
Simon Russell
Brett Morris
Daniel Richards


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
1 December 2023

And signed on behalf of the board by:
Name: Brett Morris
Status: Director

WISE TOPCO LIMITED

Profit And Loss Account

for the Period Ended 31 May 2023

2023 6 months to 31 May 2022


£

£
Turnover: 10,621,731 5,644,443
Cost of sales: ( 3,166,109 ) ( 1,102,992 )
Gross profit(or loss): 7,455,622 4,541,451
Administrative expenses: ( 15,063,367 ) ( 8,992,050 )
Other operating income: 1,000
Operating profit(or loss): (7,606,745) (4,450,599)
Interest payable and similar charges: ( 3,182,084 ) ( 1,735,149 )
Profit(or loss) before tax: (10,788,829) (6,185,748)
Tax: 686,296 568,201
Profit(or loss) for the financial year: (10,102,533) (5,617,547)

WISE TOPCO LIMITED

Balance sheet

As at 31 May 2023

Notes 2023 6 months to 31 May 2022


£

£
Fixed assets
Intangible assets: 3 80,975,517 89,687,871
Tangible assets: 4 152,216 63,682
Total fixed assets: 81,127,733 89,751,553
Current assets
Debtors: 5 1,226,056 712,392
Cash at bank and in hand: 6,206,616 3,273,031
Total current assets: 7,432,672 3,985,423
Creditors: amounts falling due within one year: 6 ( 5,380,546 ) ( 11,665,405 )
Net current assets (liabilities): 2,052,126 (7,679,982)
Total assets less current liabilities: 83,179,859 82,071,571
Creditors: amounts falling due after more than one year: 7 ( 35,572,536 ) ( 23,859,440 )
Provision for liabilities: ( 1,896,945 ) ( 2,606,087 )
Total net assets (liabilities): 45,710,378 55,606,044
Capital and reserves
Called up share capital: 5,725 5,714
Share premium account: 60,515,642 60,308,786
Other reserves: 465,375
Profit and loss account: (14,810,989 ) (5,173,831 )
Total Shareholders' funds: 45,710,378 55,606,044

The notes form part of these financial statements

WISE TOPCO LIMITED

Balance sheet statements

For the year ending 31 May 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 1 December 2023
and signed on behalf of the board by:

Name: Brett Morris
Status: Director

The notes form part of these financial statements

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Turnover policy

    Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of theconsideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:Rendering of servicesTurnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the followingconditions are satisfied:the amount of turnover can be measured reliably;it is probable that the Group will receive the consideration due under the contract;the stage of completion of the contract at the end of the reporting period can be measured reliably; andthe costs incurred and the costs to complete the contract can be measured reliably

    Tangible fixed assets depreciation policy

    Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.Depreciation is provided on the following basis:Office equipment - 25% reducing balanceFixtures and fittings - 25% reducing balance

    Intangible fixed assets amortisation policy

    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 impairmentlosses.As part of any business combinations, the entity chooses to recognise intangible assets separately from goodwill where they meet the recognition criteria in FRS 102 paragraph 18.4. Customercontracts, software development and brands are identified separately from goodwill as it is expectedthat future economic benefits will flow from these assets.At each reporting date the company assesses whether there is any indication of impairment. If suchindication exists, the recoverable amount of the asset is determined which is the higher of its fairvalue less costs to sell and its value in use. An impairment loss is recognised where the carryingamount exceeds the recoverable amount.All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful lifecannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:Customer contracts - 0.5 yearsSoftware development - 3 to 7 yearsBrands - 3 yearsGoodwill - 10 yearsComputer software - 3 years

    Valuation information and policy

    Valuation of investmentsInvestments in subsidiaries are measured at cost less accumulated impairment.

    Other accounting policies

    Basis of consolidationThe 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 groupcompanies are therefore eliminated in full.Operating leases: the Group as lesseeRentals paid under operating leases are charged to profit or loss on a straight-line basis over thelease term.PensionsDefined contribution pension planThe Group operates a defined contribution plan for its employees. A defined contribution plan is apension plan under which the Group pays fixed contributions into a separate entity. Once thecontributions have been paid the Group has no further payment obligations.Finance costsFinance costs are charged to the Consolidated Statement of Comprehensive Income over the termof the debt using the effective interest method so that the amount charged is at a constant rate onthe carrying amount. Issue costs are initially recognised as a reduction in the proceeds of theassociated capital instrument.2.8 Borrowing costsAll borrowing costs are recognised in the Consolidated Statement of Comprehensive Income overthe life of the loan.Share-based paymentsWhere share options are awarded to employees, the fair value of the options at the date of grant ischarged to profit or loss over the vesting period. Non-market vesting conditions are taken intoaccount by adjusting the number of equity instruments expected to vest at each reporting date sothat, ultimately, the cumulative amount recognised over the vesting period is based on the number ofoptions that eventually vest. Market vesting conditions are factored into the fair value of the optionsgranted. The cumulative expense is not adjusted for failure to achieve a market vesting condition Current and deferred taxationThe tax expense for the year comprises current and deferred tax. Tax is recognised in profit or lossexcept that a charge attributable to an item of income and expense recognised as othercomprehensive income or to an item recognised directly in equity is also recognised in othercomprehensive income or directly in equity respectively.Exceptional itemsExceptional items are transactions that fall within the ordinary activities of the Group but arepresented separately due to their size or incidenceResearch and development costsIn the research phase of an internal project it is not possible to demonstrate that the project willgenerate future economic benefits and hence all expenditure on research shall be recognised as anexpense when it is incurred. DebtorsShort-term debtors are measured at transaction price, less any impairment. Loans receivable aremeasured initially at fair value, net of transaction costs, and are measured subsequently atamortised cost using the effective interest method, less any impairment.7 Cash and cash equivalentsCash is represented by cash in hand and deposits with financial institutions repayable withoutpenalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments thatmature in no more than three months from the date of acquisition and that are readily convertible toknown amounts of cash with insignificant risk of change in value. CreditorsShort-term creditors are measured at the transaction price. Other financial liabilities, including bankloans, are measured initially at fair value, net of transaction costs, and are measured subsequentlyat amortised cost using the effective interest method.Provisions for liabilitiesProvisions are made where an event has taken place that gives the Group a legal or constructiveobligation that probably requires settlement by a transfer of economic benefit, and a reliable estimatecan be made of the amount of the obligation.Onerous leasesWhere the unavoidable costs of a lease exceed the economic benefit expected to be received fromit, a provision is made for the present value of the obligations under the leaseFinancial instrumentsThe Group only enters into basic financial instrument transactions that result in the recognition offinancial assets and liabilities like trade and other debtors and creditors, loans from banks and otherthird parties, loans to related parties and investments in ordinary shares.

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

  • 2. Employees

    2023 6 months to 31 May 2022
    Average number of employees during the period 76 56

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

3. Intangible assets

Goodwill Other Total
Cost £ £ £
At 1 June 2022 83,302,293 13,786,497 97,088,790
Additions 1,756,667 1,756,667
Disposals
Revaluations
Transfers
At 31 May 2023 83,302,293 15,543,164 98,845,457
Amortisation
At 1 June 2022 4,153,703 3,247,216 7,400,919
Charge for year 8,330,229 2,138,792 10,469,021
On disposals
Other adjustments
At 31 May 2023 12,483,932 5,386,008 17,869,940
Net book value
At 31 May 2023 70,818,361 10,157,156 80,975,517
At 31 May 2022 79,148,590 10,539,281 89,687,871

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

4. Tangible assets

Land & buildings Plant & machinery Fixtures & fittings Office equipment Motor vehicles Total
Cost £ £ £ £ £ £
At 1 June 2022 15,015 56,763 71,778
Additions 31,764 94,007 125,771
Disposals ( 3,104 ) ( 3,104 )
Revaluations
Transfers
At 31 May 2023 46,779 147,666 194,445
Depreciation
At 1 June 2022 2,025 6,071 8,096
Charge for year 9,735 24,673 34,408
On disposals ( 275 ) ( 275 )
Other adjustments
At 31 May 2023 11,760 30,469 42,229
Net book value
At 31 May 2023 35,019 117,197 152,216
At 31 May 2022 12,990 50,692 63,682

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

5. Debtors

2023 6 months to 31 May 2022
£ £
Trade debtors 121,339 300,338
Prepayments and accrued income 342,276 104,703
Other debtors 762,441 307,351
Total 1,226,056 712,392

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

6. Creditors: amounts falling due within one year note

2023 6 months to 31 May 2022
£ £
Bank loans and overdrafts 4,046,000 10,396,700
Trade creditors 316,266 184,758
Taxation and social security 366,065 632,049
Accruals and deferred income 615,822 439,666
Other creditors 36,393 12,232
Total 5,380,546 11,665,405

WISE TOPCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 May 2023

7. Creditors: amounts falling due after more than one year note

2023 6 months to 31 May 2022
£ £
Bank loans and overdrafts 35,572,536 23,859,440
Total 35,572,536 23,859,440