Registration number:
Waggel Limited
for the Year Ended 31 December 2023
Waggel Limited
Contents
Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
Waggel Limited
Company Information
Directors |
Mr Ross Fretten Mr Andrew Robin Leal |
Registered office |
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Auditors |
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Waggel Limited
(Registration number: 10581138)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
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Fixed assets |
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Debtors |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
( |
( |
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Creditors: Amounts falling due after more than one year |
( |
- |
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Provisions for liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Share premium reserve |
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Retained earnings |
( |
( |
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Shareholders' deficit |
( |
( |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the Directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
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Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements have been prepared and presented in UK Pound Sterling (£) which is the functional currency of the Company. These financial statements have been rounded to the nearest whole £.
Going concern
The Directors have reviewed the Company's ability to meet its obligations for the foreseeable future, being twelve months from the signing of this report. The Company will continue to receive financial support from its shareholders to meet its obligations and therefore the Directors consider that the going concern basis is appropriate.
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Audit report
Judgements
In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily available 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 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. |
At each year end, a provision is made in respect of active policies that may be cancelled before the end of their term, resulting in the payment of refunds. Assumptions regarding drop out rates are made by the Directors when computing this provision. |
At each year end, a provision is made in respect of income deferred at that date to match against future costs, such as claims and customer resolutions. The provision is calculated using an estimate of future costs based on historical averages. |
Revenue recognition
Turnover represents commissions received from the sale of insurance policies. Commissions are recognised at the inception of the policy, as the insurance is arranged and placed, and are adjusted for commissions refundable in event of policy cancellation. Provisions are maintained to meet potential subsequent commission clawbacks for policies that could cancel in the future.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and bank deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Insurance debtors and creditors
The Company acts as an agent of insurance companies in broking and administering insurance products and is liable as a principal for premiums due to those underwriters. The Company has followed generally accepted accounting practice for insurance brokers by showing debtors, creditors and cash balances relating to insurance business as assets and liabilities of the Company itself. Revenue is recognised on such agency arrangements as set out in the turnover accounting policy.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Clawback provision
At each year end, a provision is made in respect of active policies that may be cancelled before the end of their term, resulting in the payment of refunds. Assumptions regarding drop-out rates are made by the Directors when computing the provision.
Policy management provision
At each year end, the Company makes a provision in respect of income deferred at that date to match against future costs, such as claims and customer resolutions. The provision is calculated using an estimated future costs based on historical averages. The provision is presented in current liabilities as deferred income.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee services. Contributions to defined contribution plans are recognised as employee benefit expenses when they are due.
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share based payments
The immediate parent company, Architech Software Limited, has entered into cash-settled phantom share option scheme. The Company recognises a share of the expense and liability of the scheme over the vesting period.
The immediate parent company measures the scheme at the reporting date. The Group's liability is measured using the fair value of the share options at the reporting date. The scheme has 358,045 phantom units of which 60% of the units will vest on the 'cliff date' being the 3rd anniversary of each employee's joining date to the scheme. A further 20% of the phantom units will vest on the 4th anniversary and the remaining 20% of the units will vest at the end of the 5-year vesting period.
The liability is presented in liabilities, split for current and non-current amounts. Movements in the scheme liability is recognised in the profit or loss.
Management has made judgements to whether non-market based vesting are met, these are reviewed at each reporting date. Vesting conditions are met if employees remain in employment within the Group. If an employee leaves the Group before the cliff date, that employee will lose their rights to any phantom units held. Furthermore, if an employee remains employed at each vesting date, those shares due to vest at the given date will vest immediately.
Should management determine that non-market based vesting conditions will not be met, the liability will be reversed in full.
There are no market based vesting conditions.
The scheme is held in the immediate parent company, Architech Software Limited. The parent recharges an element of the scheme liability and expense to the Company at each reporting date. The recharge is based on the Group's full-time equivalents and their apportionment of time and services provided to each member company of the Group.
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Financial instruments
Classification
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.
Recognition and measurement
Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Staff numbers |
The average number of persons employed by the Company (including Directors) during the year, was
Auditors' remuneration |
2023 |
2022 |
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Audit of the financial statements |
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Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Debtors |
Current |
2023 |
2022 |
Prepayments |
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Non-current |
2023 |
2022 |
Other debtors |
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Creditors |
Creditors: amounts falling due within one year
Note |
2023 |
2022 |
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Due within one year |
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Trade creditors |
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Accruals and deferred income |
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Loans and borrowings |
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Taxation and social security |
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Other payables |
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Amounts due to related parties |
870,392 |
446,522 |
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Accruals and deferred income includes £526,743 (2022 - £331,655) in relation to policy management provision.
Creditors: amounts falling due after more than one year
2023 |
2022 |
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Due after one year |
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Other payables |
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Share based payments
Other payables of £24,261 (2022 - £Nil) relate to the Company's share of the immediate parent company's cash-settled share based payment scheme. During the year, an expense of £24,261 (2022 - £Nil) was recognised in relation to the scheme.
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Loans and borrowings |
2023 |
2022 |
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Current loans and borrowings |
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Other borrowings |
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Provisions |
2023 |
2022 |
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Clawback provision |
219,712 |
104,996 |
A clawback provision is maintained to meet potential commission clawbacks for policies that could cancel in the future.
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
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No. |
£ |
No. |
£ |
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200.00 |
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200.00 |
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Related party transactions |
Directors' remuneration
The Directors' remuneration for the year was as follows:
2023 |
2022 |
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Remuneration |
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Summary of transactions with parent
In addition to the loan payable to the Parent Company, the Company recognised trading expenses of £423,870 (2022 - £210,039) in the year of which £870,392 (2022 - £446,522) is payable to the Parent Company at the balance sheet date.
Loans from related parties
2023 |
Parent |
Total |
At start of period |
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Advanced |
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Repaid |
( |
( |
At end of period |
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2022 |
Parent |
Total |
At start of period |
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Advanced |
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Repaid |
( |
( |
At end of period |
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Parent and ultimate parent undertaking |
The Company's immediate parent is
The ultimate parent is
The Directors do not consider there to be one controlling party.
Waggel Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Off-balance sheet arrangements |
Waggel Limited has provided security to Correlation One Investments (Europe) Limited for the loan facilities provided to its parent entity, Architech Software Limited.
Security is by way of a fixed charge over the following assets:
(a) all present and future estates or interests in, or over, any freehold, leasehold or commonhold property;
(b) the benefit of all other contracts, guarantees, appointments and warranties relating to each charged
property;
(c) all licences, consents and authorisations held or required in connection with its business or the use of any
secured asset;
(d) all its present and future goodwill;
(e) all its uncalled capital;
(f) all the Intellectual Property;
(g) all the Book Debts;
(h) all the Investments; and
(i) all its rights in respect of each Insurance Policy, including all claims, the proceeds of all claims and all returns of premiums in connection with each Insurance Policy.
In addition, there is a floating charge over all its undertaking, property, assets and rights not otherwise effectively mortgaged, charged or assigned above.