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Company registration number: 08447297
Winsopia Limited
Filleted financial statements
31 December 2023
Winsopia Limited
Contents
Directors and other information
Directors responsibilities statement
Statement of financial position
Statement of changes in equity
Notes to the financial statements
Winsopia Limited
Directors and other information
Directors Mr Thilo Rockmann
Mr Duncan Love (Resigned 30 March 2023)
Secretary Jonathan Brothers
Company number 08447297
Registered office 25 Templer Avenue
Farnborough
Hampshire
GU14 6FE
Business address 25 Templer Avenue
Farnborough
Hampshire
GU14 6FE
Auditor Fiander Tovell Limited
Stag Gates House
63/64 The Avenue
Southampton
Hampshire
SO17 1XS
Accountants Switch Accounting Ltd
Enterprise House
Ocean Way
Southampton
Hampshire
SO14 3XB
Bankers National Westminster
Chatham Rcsc
Western Avenue
Chatham
ME4 4RT
Solicitors Clifford Chance LLP
10 Upper Bank Street
London
E14 5JJ
Winsopia Limited
Directors responsibilities statement
Year ended 31 December 2023
The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently; and
- make judgments and accounting estimates that are reasonable and prudent.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Winsopia Limited
Statement of financial position
31 December 2023
2023 2022
Note £ £ £ £
Fixed assets
Tangible assets 6 76,535 51,759
_______ _______
76,535 51,759
Current assets
Debtors 7 1,769,108 1,794,442
Cash at bank and in hand 246,633 155,911
_______ _______
2,015,741 1,950,353
Creditors: amounts falling due
within one year 8 ( 1,261,864) ( 1,116,380)
_______ _______
Net current assets 753,877 833,973
_______ _______
Total assets less current liabilities 830,412 885,732
Provisions for liabilities 560 ( 5,121)
_______ _______
Net assets 830,972 880,611
_______ _______
Capital and reserves
Called up share capital 700,000 700,000
Profit and loss account 130,972 180,611
_______ _______
Shareholders funds 830,972 880,611
_______ _______
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 Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
These financial statements were approved by the board of directors and authorised for issue on 23 August 2024 , and are signed on behalf of the board by:
Mr Thilo Rockmann
Director
Company registration number: 08447297
Winsopia Limited
Statement of changes in equity
Year ended 31 December 2023
Called up share capital Profit and loss account Total
£ £ £
At 1 January 2022 700,000 128,070 828,070
Profit for the year 652,541 652,541
_______ _______ _______
Total comprehensive income for the year - 652,541 652,541
Dividends paid and payable ( 600,000) ( 600,000)
_______ _______ _______
Total investments by and distributions to owners - ( 600,000) ( 600,000)
_______ _______ _______
At 31 December 2022 and 1 January 2023 700,000 180,611 880,611
Profit for the year 750,361 750,361
_______ _______ _______
Total comprehensive income for the year - 750,361 750,361
Dividends paid and payable ( 800,000) ( 800,000)
_______ _______ _______
Total investments by and distributions to owners - ( 800,000) ( 800,000)
_______ _______ _______
At 31 December 2023 700,000 130,972 830,972
_______ _______ _______
Winsopia Limited
Notes to the financial statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in England & Wales. The address of the registered office is Winsopia Limited, 25 Templer Avenue, Farnborough, Hampshire, GU14 6FE.
2. Statement of compliance
These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.The financial statements are prepared in sterling, which is the functional currency of the entity and rounded to the nearest pound.
Going concern
The financial statements have been prepared on a going concern basis using the following assumptions: 1. the verdict for the recently concluded trial with the IT supplier will be favourable to the company.2. the company will have sufficient funds available to continue to trade for the foreseeable future. The business achieves revenue through the recharge of all its costs, with an added margin, to the immediate parent company, LzLabs GMBH. Both LzLabs GMBH and their parent company, Software Defined Solutions LLC, have confirmed their continued financial support for the company's operations over at least the next 12 months.After due consideration of the company's prospects, and with the committed support of it's parent companies, the director considers that the company will continue in operational existence for the foreseeable future, and for this reason the financial statements have been prepared on a going concern basis.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgementsThe judgments (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: - Software licenses dating back 34 months have been accrued into the accounts at a cost of £1,015,340, this being based on the last invoice received from the supplier.Key sources of estimation uncertaintyAccounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:- The value of the Research & Development Expenditure Credit (RDEC) that the business is entitled to is calculated to be £352,579, but the claim will only be submitted after the filing of these accounts. Every effort is made to ensure the accuracy of costs apportioned to qualifying activities including ensuring the business remains compliant with HMRC's Advance Assurance policy.
Turnover
Turnover represents the recharge of costs incurred by the business less value added tax or local taxes on sales, and is recognised in the period to which it relates.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.
Operating leases
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.
Research and development
Research expenditure is charged to the Statement of Comprehensive Income in the year in which it is incurred.
Tangible assets
tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Plant and machinery - 20 % straight line
Fittings fixtures and equipment - 20 % straight line
Motor vehicles - 20 % straight line
Software - 20 % straight line
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.Gains and losses on the disposal of fixed assets are recognised in the statement of comprehensive income as they arise.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 33 (2022: 35 ).
5. Dividends
Equity dividends
2023 2022
£ £
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year) 800,000 600,000
_______ _______
6. Tangible assets
Plant and machinery Fixtures, fittings and equipment Motor vehicles Software Total
£ £ £ £ £
Cost
At 1 January 2023 1,482 1,021,816 13,138 86,143 1,122,579
Additions - - 62,293 - 62,293
Disposals - ( 199,572) ( 13,138) - ( 212,710)
_______ _______ _______ _______ _______
At 31 December 2023 1,482 822,244 62,293 86,143 972,162
_______ _______ _______ _______ _______
Depreciation
At 1 January 2023 1,482 974,305 13,138 81,895 1,070,820
Charge for the year - 28,618 8,306 593 37,517
Disposals - ( 199,572) ( 13,138) - ( 212,710)
_______ _______ _______ _______ _______
At 31 December 2023 1,482 803,351 8,306 82,488 895,627
_______ _______ _______ _______ _______
Carrying amount
At 31 December 2023 - 18,893 53,987 3,655 76,535
_______ _______ _______ _______ _______
At 31 December 2022 - 47,511 - 4,248 51,759
_______ _______ _______ _______ _______
7. Debtors
2023 2022
£ £
Amounts owed by group undertakings and undertakings in which the company has a participating interest 881,614 1,302,794
Other debtors 887,494 491,648
_______ _______
1,769,108 1,794,442
_______ _______
8. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors 9,707 4,662
Social security and other taxes 129,064 138,135
Other creditors 1,123,093 973,583
_______ _______
1,261,864 1,116,380
_______ _______
9. Operating leases
The company as lessee
The total future minimum lease payments under non-cancellable operating leases are as follows:
£ £
Not later than 1 year 108,670 107,023
_______ _______
At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods as shown.
10. Contingent assets and liabilities
In September 2021, an IT supplier issued proceedings in the English High Court, alleging that Winsopia Limited , which has taken out a licence for their mainframe software in 2013, was in breach of certain terms of that licence. They also claim that the parent company, LzLabs GmbH, was responsible for procuring the alleged breaches. Additionally, the IT supplier asserts that the software licence held by Winsopia Limited has been terminated due to the breaches. The defendants have robustedly defended the case, which has been heard at the High Court in London (presided over by judge Mrs. Justice O'Farrell). The trial concluded on 4 July 2024, although a verdict could take up to 15 months to be announced. A new trial schedule is currently being developed for a different lawsuit filed by the same claimant in the USA, at the end of March 2022. The previous schedule could not be maintained because it clashed with trial in the UK. The trial in the USA is currently expected to take place towards the end of 2024 or beginning of 2025. This lawsuit alleges that LzLabs GmbH misappropriated trade secrets, engaged in false advertising, and infringed certain US patents. The defendants also contradict these allegations and are therefore vigorously defending themselves also against this lawsuit. An adverse verdict in either case would likely result in the cessation of Winsopia Limited as a trading business. All costs associated with the cases so far have been borne by the parent company (LzLabs) and the only provision attributed to this matter in these financial statements is the 34 month (March 2021 to December 2023) accrual under the ICA that the supplier has not invoiced to Winsopia Limited .
11. Summary audit opinion
The auditor's report for the year is dated 23 August 2024
We draw attention to note 10 in the financial statements, which describes the ongoing legal case against Winsopia. As stated within this note and the going concern note (3), these events or conditions, along with other matters as set forth in note 10 indicate that a material uncertainty exists which may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The senior statutory auditor was Adam Buse ACA for and on behalf of Fiander Tovell Limited
12. Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value Balance owed by/(owed to)
2023 2022 2023 2022
£ £ £ £
LzLabs GmbH 5,800,743 6,355,664 873,993 1,294,489
LzLabs Ltd - - - -
JMI Services LLC 91,297 84,216 7,621 8,305
_______ _______ _______ _______
During the year the company made sales of £5,800,743 (2022 - £6,355,664) to the parent company LzLabs GmbH. At the year end £1,253,218 (2022 - £1,294,489) was owed by this parent company.During the year the company made sales of £91,297 (2022 - £84,216) to JMI Services LLC, a related company by virtue of being under common control. At the year end £7,621 (2022 - £8,305) was owed by this related company. During the year the company paid dividends of £800,000 (2022 - £600,000) to its parent company, LzLabs GmbH.No director's received any remuneration from the company during the 2023 financial year (2022 - £58,771).
13. Controlling party
The company is a subsidiary of LzLabs GmbH which is the intermediate parent company, incorporated in Switzerland. The ultimate parent company is JMI Service LLC , a company incorporated in the United States of America. No other accounts include the results of the company at 31 December 2023.