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Registered number: 10799488










WINGS HOLDINGS LIMITED










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 28 FEBRUARY 2023

 
WINGS HOLDINGS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023

Introduction
 
The directors present their strategic report for the Company for the year ended 28 February 2023.

Business review
 
Wings Holdings is the holding company for the Wings Group which has a presence across 16 countries. Wings Holdings solely contains the global shared costs for the group and global management team and holds the direct assets of the Wings group. The global revenues for the group are consolidated under the parent of Wings Holdings, Caspean Investments Ltd. As such the revenues and costs reflected in Wings Holdings are not reflective of the group results. Wings Holdings strategic performance and direction are solely related to the operating costs contained in this entity, which continued to be contained at a sustainable level during post - COVID and will increase in line with the recovery of the global organisation and as we continue to build the group leadership capacity in Wings Holdings.
The Wings group continues to perform strongly due to its strategic focus on the essential travel segments of energy, security and marine. Revenues grew significantly but were still impacted by COVID-related supply chain disruptions, and losses from direct operations were contained at a manageable level through a combination of cost management and sustained growth both from our established clients and new business. The Wings group continued to focus on core segments and market recovery in the corporate travel sector, translated to management expecting to achieve a break-even EBITDA in the next fiscal year with profits steadily increasing during the year.
Wings Holdings as a single entity continues to consolidate global head office level employees in its structure. These costs were a mix of planned talent acquisition and a response to market recovery, and as such they are considered an investment in the group’s future ability to scale-up rapidly. As market conditions continue to strengthen, Wings Holdings expects to be in a break-even position in the coming financial year.

Principal risks and uncertainties
 
Strategic Risk
Management views the key strategic risk to the business as the failure to grow outside of traditional markets and not to build diversity into our client segmentation. Therefore, continuing to implement our strategy to turn Wings Group into a modern global mobility leader is our key focus in risk mitigation. Management believes that a focus in essential travel such as Energy, Security and Marine, as well as “high touch” SME corporates, will provide the expected bounce back into normality. This will open opportunities to be proactive in gaining market share with both organic and inorganic opportunities in a market that is likely to see a high level of consolidation.
Liquidity Risk
As a global philosophy engrained in its DNA, Wings Group liquidity is very actively managed through a relentless drive in managing working capital, being frugal in extending client credit and pushing for the best terms in supplier payments. Wings has multiple credit lines through banks and leverages global credit card solutions as required. The group also has long-term structural funding in place from the shareholders and government backed loans accessed during COVID, which means the company continues to be in a strong position to manage its liquidity needs. This combined with material cash reserves of £5.9m means liquidity risk remains minimal.

Page 1

 
WINGS HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023

Other key performance indicators
 
Group recharges:
Recharges revenue has significantly grown on the back of stronger trading revenue around the group. Wings Holdings ability to recharge is intrinsically linked to group trading revenue, and it’s expecting to experience strong growth in the coming financial year again. This will aid in placing Wings Holdings closer to a break-even position, following a stronger showing in FY2023. 


This report was approved by the board on 26 March 2024 and signed on its behalf.



S Dunn
Director

Page 2

 
WINGS HOLDINGS LIMITED
REGISTERED NUMBER: 10799488

STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 4 
116,687
139,195

Tangible assets
 5 
4,253
1,897

Investments
 6 
6,793,165
6,674,359

  
6,914,105
6,815,451

Current assets
  

Debtors: amounts falling due after more than one year
 7 
-
13,063

Debtors: amounts falling due within one year
 7 
1,476,380
1,515,706

Cash at bank and in hand
 8 
228,208
29,715

  
1,704,588
1,558,484

Creditors: amounts falling due within one year
 9 
(1,988,773)
(1,160,243)

Net current (liabilities)/assets
  
 
 
(284,185)
 
 
398,241

Total assets less current liabilities
  
6,629,920
7,213,692

Creditors: amounts falling due after more than one year
 10 
(8,865,594)
(9,202,708)

  

Net liabilities
  
(2,235,674)
(1,989,016)


Capital and reserves
  

Called up share capital 
  
1,000
1,000

Profit and loss account
  
(2,236,674)
(1,990,016)

  
(2,235,674)
(1,989,016)


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

The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 March 2024.



Page 3

 
WINGS HOLDINGS LIMITED
REGISTERED NUMBER: 10799488
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 28 FEBRUARY 2023


S Dunn
Director

The notes on pages 5 to 16 form part of these financial statements.

Page 4

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

1.


General information

Wings Holdings Limited is a private company limited by shares incorporated in England and Wales, United Kingdom.
The address of the reigstered office is located at South Wing, 2nd Floor, 160 Falcon Road, Clapham Junction, London, SW11 2LN.

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 Section 1A of 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 management to exercise judgment in applying the Company's accounting policies.

 
2.2

Going concern

The directors of the Company have confirmed that continued financial support will be provided by other companies within the group for the foreseeable future as and when required by the business to enable the company to continue its trading activities.
 
On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

 
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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 5

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

  
2.4

Revenue

Turnover comprises of group recharges based on the percentage of net revenue earned by each country within the Group. 
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 
2.5

Operating leases: the Company 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.

 
2.6

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.

 
2.7

Borrowing costs

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

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.9

Taxation

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 operates and generates income.

Page 6

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.10

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.

 
2.11

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:

Computer equipment
-
33%

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Income Statement for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 7

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

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

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 8

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Page 9

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)



3.


Employees

2023
2022
£
£

Wages and salaries
1,611,560
908,128

Social security costs
83,828
37,527

Cost of defined contribution scheme
13,757
12,551

1,709,145
958,206


The average monthly number of employees, including directors, during the year was 8 (2022 - 3).


4.


Intangible assets




Trademarks

£



Cost


At 1 March 2022
231,991


Additions
691



At 28 February 2023

232,682



Amortisation


At 1 March 2022
92,796


Charge for the year on owned assets
23,199



At 28 February 2023

115,995



Net book value



At 28 February 2023
116,687



At 28 February 2022
139,195



Page 10

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

5.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 March 2022
2,869


Additions
3,885



At 28 February 2023

6,754



Depreciation


At 1 March 2022
972


Charge for the year on owned assets
1,529



At 28 February 2023

2,501



Net book value



At 28 February 2023
4,253



At 28 February 2022
1,897

Page 11

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

6.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 March 2022
6,674,359


Additions
118,806



At 28 February 2023
6,793,165




During the year Wings Holdings Limited purchased the remaining 25% of Alchimea Technologies Cyprus Limited to make them the 100% shareholder of the company

Page 12

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

7.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
-
13,063

-
13,063


2023
2022
£
£

Due within one year

Amounts owed by group undertakings
1,467,540
1,509,306

Other debtors
454
-

Prepayments and accrued income
8,386
6,400

1,476,380
1,515,706



8.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
228,208
29,715

228,208
29,715



9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank overdrafts
634
-

Amounts owed to group undertakings
1,365,719
875,701

Other taxation and social security
184,073
130,772

Other creditors
126,109
32,529

Accruals and deferred income
312,238
121,241

1,988,773
1,160,243


Page 13

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

10.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
8,335,529
8,402,708

Other creditors
530,065
800,000

8,865,594
9,202,708



11.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £13,757 (2022: £12,551). Contributions totalling £500 (2022: £Nil) were payable to the fund at the reporting date and are included in creditors.

Page 14

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

12.


Related party transactions

The company has taken advantage of the exemptions available in FRS 102 not to disclose transactions with group companies which were wholly owned members of the group headed by Caspean Investment Limited. 
At the year-end Wings Holdings Limited owed the following amounts to companies within the group:
Wings Travel Management Singapore PTE Limited - £623,563 (2022: £581,025)
Business Travel Group - £-Nil (2022: £2,430,178)
Wings Corporate Travel LLC (UAE) - £2,238,577 (2022: £147,613)
Wings Corporate Travel Inc (USA) - £168,384 (2022: £258,780)
Clapham Travel Management Limited - £-Nil (2022: £1,477,742)
Wings Travel Management Limited - £2,269,749 (2022: £232,478)
Wings Travel Management (Cyprus) Limited - £518,012 (2022: £46,552)
Caspean Investments Limited - £2,512,528 (2022: £2,768,178)
Wing Travel Management (Egypt) - £1,047 (2022:-Nil)
Wings Travel Management L.L.C (Saudi Arabia) - £221,087 (2022:-Nil)
Grosvenor Travel Management Limited - £520,000 (2022:-Nil)
Wings Travel Management Ltd (Canada) - £60 (2022:-Nil)
At the year-end Wings Holdings Limited was owed the following amounts by companies within the groups;
Wings Travel Management Ltd (Brazil) - £410,336 (2022: £470,474)
Wings Travel Management AS (Norway) - £247,648 (2022: £85,480)
Wings Corporate Services (Nigeria) - £62,070 (2022: £33,196)
Wing Corporate Travel Lda (Angola)  - £53,248 (2022: £42,346)
Alchimea Techologies Cyprus Limited - £-Nil (2022: £29,466)
Wings Travel Management (Pty) Limited - £65,997(2022: owed £330,666)


13.


Post balance sheet events

The directors have concluded that no material events have occured since the date of approval of these
financial statements that would affect the financial statements of the Company.

Page 15

 
WINGS HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023

14.


Controlling party

The immediate parent company is Caspean Investment Limited, a company incorporated in England & Wales. The directors consider the ultimate parent undertaking of this company to be Caspean Investments Limited, a company incorporated in England and Wales
The smallest and largest group of consolidated accounts which include the results of the company are prepared by Caspean Investment limited. The registered address of Caspean Investment Limited is 73 Cornhill, London, United Kingdom, EC3V 3QQ.


15.


Auditors' information

The auditors' report on the financial statements for the year ended 28 February 2023 was unqualified.

The audit report was signed on 26 March 2024 by Karanjit Gill (Senior Statutory Auditor) on behalf of Xeinadin Audit Limited.

 
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