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Registration number: 10581138

Waggel Limited

Filleted Financial Statements

for the Year Ended 31 December 2023

 

Waggel Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 11

 

Waggel Limited

Company Information

Directors

Mr Ross Fretten

Mr Andrew Robin Leal

Registered office

3rd Floor
114a Cromwell Road
London
United Kingdom
SW7 4AG

Auditors

Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG

 

Waggel Limited

(Registration number: 10581138)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Debtors

5

143,750

103,750

Current assets

 

Debtors

5

63,512

20,976

Cash at bank and in hand

 

1,011,876

607,879

 

1,075,388

628,855

Creditors: Amounts falling due within one year

6

(8,869,666)

(6,391,117)

Net current liabilities

 

(7,794,278)

(5,762,262)

Total assets less current liabilities

 

(7,650,528)

(5,658,512)

Creditors: Amounts falling due after more than one year

6

(24,261)

-

Provisions for liabilities

8

(219,712)

(104,996)

Net liabilities

 

(7,894,501)

(5,763,508)

Capital and reserves

 

Called up share capital

9

200

200

Share premium reserve

260,160

260,160

Retained earnings

(8,154,861)

(6,023,868)

Shareholders' deficit

 

(7,894,501)

(5,763,508)

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 Board on 20 June 2024 and signed on its behalf by:
 

Mr Ross Fretten
Director

   
     
 

Waggel Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The Company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
3rd Floor
114a Cromwell Road
London
United Kingdom
SW7 4AG

These financial statements were authorised for issue by the Board on 20 June 2024.

2

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

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 25 June 2024 was Robert Moore, who signed for and on behalf of Bright Grahame Murray.

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 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.

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
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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.

 

3

Staff numbers

The average number of persons employed by the Company (including Directors) during the year, was 51 (2022 - 44).

4

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

15,072

7,628


 

 

Waggel Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

5

Debtors

Current

2023
£

2022
£

Prepayments

63,512

20,976

 

63,512

20,976


 

Non-current

2023
£

2022
£

Other debtors

143,750

103,750

 

143,750

103,750

6

Creditors

Creditors: amounts falling due within one year

Note

2023
£

2022
£

Due within one year

 

Trade creditors

 

910,506

674,734

Accruals and deferred income

 

1,036,781

496,899

Loans and borrowings

7, 10

5,727,224

3,682,266

Taxation and social security

 

307,007

1,061,189

Other payables

 

17,756

29,507

Amounts due to related parties

10

870,392

446,522

 

8,869,666

6,391,117

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
£

Due after one year

Other payables

24,261

-


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

7

Loans and borrowings

2023
£

2022
£

Current loans and borrowings

Other borrowings

5,727,224

3,682,266

8

Provisions

2023
£

2022
£

Clawback provision

219,712

104,996

A clawback provision is maintained to meet potential commission clawbacks for policies that could cancel in the future.

9

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £0.00001 each

20,000,000

200.00

20,000,000

200.00

         
 

Waggel Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Related party transactions

Directors' remuneration

The Directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

163,491

188,491

Summary of transactions with parent

The loan from Architech Software Limited, the Parent Company of Waggel Limited, is interest free and repayable in full on receipt of not less than 12 months' notice in writing.

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

3,682,266

3,682,266

Advanced

2,807,880

2,807,880

Repaid

(762,922)

(762,922)

At end of period

5,727,224

5,727,224

2022

Parent
£

Total
£

At start of period

2,492,247

2,492,247

Advanced

1,633,164

1,633,164

Repaid

(443,145)

(443,145)

At end of period

3,682,266

3,682,266

11

Parent and ultimate parent undertaking

The Company's immediate parent is Architech Software Limited, incorporated in England and Wales. The immediate parent company has taken available exemptions under section 400 of the Companies Act 2006 not to prepare consolidated accounts.

The ultimate parent is Correlation One Investments (Europe) Limited, incorporated in England and Wales. The ultimate parent company is the smallest and largest group for which consolidated financial statements are made available.
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

12

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.