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Registered number: 01820489









WEXAS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
WEXAS LIMITED
 
 
COMPANY INFORMATION


Directors
M N Wilson 
J E Wilson 
K H Gershon 




Company secretary
M N Wilson



Registered number
01820489



Registered office
Runway East Borough Market
20 St. Thomas Street

London

SE1 9RS




Independent auditors
White Hart Associates (London) Limited
Chartered Accountants and Statutory Auditors

2nd Floor, Nucleus House

2 Lower Mortlake Road

Richmond

TW9 2JA





 
WEXAS LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Income Statement
10
Statement of Comprehensive Income
11
Statement of Financial Position
12
Statement of Changes in Equity
13 - 14
Statement of Cash Flows
15 - 16
Analysis of Net Debt
17
Notes to the Financial Statements
18 - 34


 
WEXAS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
The directors present their strategic report for the year ended 31 December 2023.
Section 172 (1) Statement
The information provided below is intended to explain how the directors considered the interests of the Company’s key stakeholders and the broader matters set out in section 172 (1) (a) to (f) of the Companies Act 2006 when performing their duty to promote the success of the Company under section 172 of the Companies Act 2006.
Business review
The results for the year and the financial position of the Company are shown in the financial statements on pages 10 to 34. Following a strategic review of the business the board agreed to sell the corporate travel management division and focus on growth in tailor-made holidays.  On 1st September 2023 the corporate travel management division was sold to the John Good Group. Holiday departures were strong during the year, with a resurgence of demand for long haul destinations. 
During 2023 the Company continued to reduce its long-term overhead commitments by moving to a serviced office space on a short-term agreement. Cost was incurred during the year in exiting the leased office, but such actions continue to reinforce the opinion that that the Company’s hybrid working cost structure is low and scalable for both downside and upside.
The directors consider the result to be satisfactory given the uncertainty caused by the economic climate in the UK, global energy prices, volcano eruption in Iceland and wars in Ukraine and the Middle East.

Key performance indicators
The Company continues monitoring KPIs in respect of sales, gross profit and EBITDA.
Travel regulatory bodies
The Company holds an ATOL granted by the CAA which falls due for renewal in September 2024.
Principal risks and uncertainties
The risk factors described below are those which the directors believe are potentially significant but should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties facing the Company.
Regulatory risk:
The Company is exposed to various regulators, including the Civil Aviation Authority ("CAA"), which issues an Air Travel Organisers Licence ("ATOL"), which is required in order for the Company to operate. This licence is renewed in September each year and is subject to assessments of fitness and financial criteria, the framework of which is available on the CAA website (www.caa.co.uk).
Geo-political events and natural disasters:
The nature of the business operation exposes the Company to a wide range of geo-political and natural disasters. To counter this the Company operates a flexible business model with the ability to shift holiday bookings amongst a variety of destinations, where necessary.
 
Page 1

 
WEXAS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


 

Commercial relationships:
The Company has well established and close relationships with customers and suppliers and the risk is spread by not placing over-reliance on any one supplier in any particular area. However, if a relationship were lost or damaged with a major supplier this could have a detrimental effect on the business. The management team meets regularly with suppliers to maintain good working relationships and to understand the suppliers’ financial position.
Information technology:
The Company is heavily reliant upon information technology. Investment has been made to ensure the Company has advanced and efficient systems in place, but there is a risk if there were a major failure - particularly if it were to affect reservations systems. During 2023 the Company moved its reservations system and phone system to separately hosted solutions with the systems suppliers to minimise this risk.  Procedures are in place to further minimise the time a selling system is unavailable in the event of such failure.

Commercial risks:
The Company's trading performance can be affected by environmental factors, which include
· acts of terrorism, particularly in key tourist destinations:
· natural disasters in key tourist destinations:
· weather conditions, both in the UK and in key tourist destinations:
· health epidemics in key tourist destinations and the UK:
· increases in government taxes in both UK and overseas:
· wars or other international incidents which affect air or sea travel:
 

Page 2

 
WEXAS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Financial key performance indicators

The key performance indicators used by the directors to monitor the progress of the Company are set out below:

2023
2022
£
£
GROSS RETAIL TURNOVER ("GRT")

32,569,151

31,556,005
 
Turnover - commission & margin

18,972,602

15,704,875
 
Turnover as a percentage of GRT

58.25%

49.77%
 
Gross profit

5,821,981

5,358,910
 
Gross profit as a percentage of GRT

17.88%

16.98%
 
EBITDA- Earnings before interest, taxation, depreciation, amortisation and exceptional income

563,276

761,042
 
EBITDA- Earnings before interest, taxation, depreciation, amortisation and exceptional income as a percentage of GRT

1.73%

2.41%
 
Profit on ordinary activities before tax

1,316,783

618,345
 
Profit on ordinary activities before tax as a percentage of GRT

4.04%

1.96%
 

Due to the Company's diverse nature of products, destinations and customers, highly experienced and long serving employees along with loyal customers, the Company remains well positioned to sustain growth despite the current economic climate, geo-politcal uncertainty caused by the wars in Ukraine and the Middle East and volcanic eruption in Iceland.


This report was approved by the board on 22 May 2024 and signed on its behalf.



M N Wilson
Director

Page 3

 
WEXAS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information on the Company's website.

Principal activity

Wexas Limited operates as a travel company, providing travel arrangements and associated services for its leisure customers and members through its Wexas brand; selling luxury tailor-made holidays through The Luxury Holiday Company brand; tailor-made Scandinavian holidays through its Best Served Scandinavia brand; and arranging business travel for its corporate clients (discontinued from 1 September 2023) through its Wexas Travel Management brand.

Results and dividends

The profit for the year, after taxation, amounted to £1,361,934 (2022 - £593,994).

Interim dividends of £34,000 were paid during the year to 31 December 2023.

Directors

The directors who served during the year were:

M N Wilson 
J E Wilson 
K H Gershon 

Page 4

 
WEXAS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future developments

Following the Covid-19 pandemic the Company is taking steps to ensure continued future profits and resilience to unforeseen adverse events. The Company is continuing to embrace flexible hybrid working which is assisting with the retention and recruitment of employees. The head office lease ended on 1st March 2023 and the Company moved to a smaller serviced office space in line with a leaner, hybrid structure. This enables the Company to reduce overheads and provides flexibility in increasing or reducing space, as required.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006White Hart Associates (London) Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 22 May 2024 and signed on its behalf.
 





M N Wilson
Director

Page 5

 
WEXAS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEXAS LIMITED
 

Opinion


We have audited the financial statements of Wexas Limited (the 'Company') for the year ended 31 December 2023, which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
WEXAS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEXAS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
WEXAS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEXAS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
-
 We exercise professional judgement and maintain professional scepticism throughout the audit;
- We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the deliberate override of internal control;
- We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control;
- We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made;
- We assess the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;
- We review the scope of the Company's compliance with its regulator, the Civil Aviation Authority ("CAA"), its membership of The Association of British Travel Agents ("ABTA") and its accreditation with the International Air Transport Association ("IATA") and sample test relevant documentation to assess this and the effectiveness of its control environment;
- We review the Company's relationships with related parties and other group companies, identifying and disclosing transactions during the year and balances at year-end with such parties;
- We conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the entity to cease to continue as a going concern.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 8

 
WEXAS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WEXAS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Ms  N A Spoor FCA FCCA (Senior Statutory Auditor)
  
for and on behalf of
White Hart Associates (London) Limited
 
Chartered Accountants and Statutory Auditors
  
2nd Floor, Nucleus House
2 Lower Mortlake Road
Richmond
TW9 2JA

22 May 2024
Page 9

 
WEXAS LIMITED
 
 
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
2023
2023
2023
2022
2022
2022
Note
£
£
£
£
£
£

  

Turnover
  
17,574,602
1,398,000
18,972,602
14,310,875
1,394,000
15,704,875

Cost of sales
  
(13,150,621)
-
(13,150,621)
(10,345,965)
-
(10,345,965)

Gross profit
  
4,423,981
1,398,000
5,821,981
3,964,910
1,394,000
5,358,910

Distribution costs
  
(941,235)
-
(941,235)
(578,840)
-
(578,840)

Administrative expenses
  
(3,067,510)
(1,352,000)
(4,419,510)
(2,681,046)
(1,458,000)
(4,139,046)

Operating profit
 5 
415,236
46,000
461,236
705,024
(64,000)
641,024

Exceptional income-profit on sale of corporate travel management division
  
839,554
-
839,554
-
-
-

Interest receivable and similar income
 9 
90,251
-
90,251
7,869
-
7,869

Interest payable and similar expenses
 10 
(62,258)
(12,000)
(74,258)
(19,548)
(11,000)
(30,548)

Profit before tax
  
1,282,783
34,000
1,316,783
693,345
(75,000)
618,345

Tax on profit
 11 
45,151
-
45,151
(24,351)
-
(24,351)

Profit for the financial year
  
1,327,934
34,000
1,361,934
668,994
(75,000)
593,994

The notes on pages 18 to 34 form part of these financial statements.

2023
2022
£
£



EBITDA-Earnings before interest, taxation, depreciation, amortisation and exceptional income
563,276
761,042

Page 10

 
WEXAS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£


Profit for the financial year

  

1,361,934
593,994

Other comprehensive income
  


Foreign exchange reserve movement
  
42,250
(62,608)

Other comprehensive income for the year
  
42,250
(62,608)

Total comprehensive income for the year
  
1,404,184
531,386

The notes on pages 18 to 34 form part of these financial statements.

Page 11

 
WEXAS LIMITED
REGISTERED NUMBER: 01820489

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
117,701
159,152

  
117,701
159,152

Current assets
  

Stocks
 15 
15,460
12,706

Debtors: amounts falling due within one year
 16 
8,843,656
8,899,996

Cash at bank and in hand
 17 
4,902,809
4,832,451

  
13,761,925
13,745,153

Creditors: amounts falling due within one year
 18 
(7,960,182)
(8,845,045)

Net current assets
  
 
 
5,801,743
 
 
4,900,108

Total assets less current liabilities
  
5,919,444
5,059,260

Creditors: amounts falling due after more than one year
 19 
(400,000)
(910,000)

  

Net assets
  
5,519,444
4,149,260


Capital and reserves
  

Called up share capital 
 22 
605,070
605,070

Share premium account
 23 
503,000
503,000

Capital redemption reserve
 23 
100,000
100,000

Foreign exchange reserve
 23 
122,491
80,241

Profit and loss account
 23 
4,188,883
2,860,949

  
5,519,444
4,149,260


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2024.




M N Wilson
Director

The notes on pages 18 to 34 form part of these financial statements.

Page 12

 

 
WEXAS LIMITED


 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 January 2023
605,070
503,000
100,000
80,241
2,860,949
4,149,260



Comprehensive income for the year


Profit for the year

-
-
-
-
1,361,934
1,361,934


Foreign exchange reserve movement
-
-
-
42,250
-
42,250



Other comprehensive income for the year
-
-
-
42,250
-
42,250



Total comprehensive income for the year
-
-
-
42,250
1,361,934
1,404,184



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(34,000)
(34,000)



Total transactions with owners
-
-
-
-
(34,000)
(34,000)



At 31 December 2023
605,070
503,000
100,000
122,491
4,188,883
5,519,444



The notes on pages 18 to 34 form part of these financial statements.

Page 13

 

 
WEXAS LIMITED


 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 January 2022
605,070
503,000
100,000
142,849
2,276,955
3,627,874



Comprehensive income for the year


Profit for the year

-
-
-
-
593,994
593,994


Foreign exchange reserve movement
-
-
-
(62,608)
-
(62,608)



Other comprehensive income for the year
-
-
-
(62,608)
-
(62,608)



Total comprehensive income for the year
-
-
-
(62,608)
593,994
531,386



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(10,000)
(10,000)



Total transactions with owners
-
-
-
-
(10,000)
(10,000)



At 31 December 2022
605,070
503,000
100,000
80,241
2,860,949
4,149,260



The notes on pages 18 to 34 form part of these financial statements.

Page 14

 
WEXAS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
1,361,934
593,994

Adjustments for:

Depreciation of tangible assets
102,040
120,018

Interest paid
74,258
30,548

Interest received
(90,251)
(7,869)

Taxation charge
(45,151)
24,351

(Increase)/decrease in stocks
(2,754)
23,376

Decrease/(increase) in debtors
77,629
(629,702)

Decrease/(increase) in amounts owed by groups
66,112
(24,798)

(Decrease)/increase in creditors
(884,863)
1,216,277

Profit on sale of corporate travel management division
(839,554)
-

Net cash generated from operating activities

(180,600)
1,346,195


Cash flows from investing activities

Purchase of tangible fixed assets
(60,589)
(13,563)

Interest received
90,251
7,869

Net cash inflow from sale of corporate travel management division
839,554
-

Net cash from investing activities

869,216
(5,694)
Page 15

 
WEXAS LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Repayment of loans
(510,000)
(130,000)

Dividends paid
(34,000)
(10,000)

Interest paid
(74,258)
(30,548)

Net cash used in financing activities
(618,258)
(170,548)

Net increase in cash and cash equivalents
70,358
1,169,953

Cash and cash equivalents at beginning of year
4,832,451
3,662,498

Cash and cash equivalents at the end of year
4,902,809
4,832,451


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,902,809
4,832,451

4,902,809
4,832,451


The notes on pages 18 to 34 form part of these financial statements.

Page 16

 
WEXAS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

4,832,451

70,358

4,902,809

Debt due after 1 year

(910,000)

510,000

(400,000)

Debt due within 1 year

(260,000)

-

(260,000)


3,662,451
580,358
4,242,809

The notes on pages 18 to 34 form part of these financial statements.

Page 17

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Wexas  Limited is a private company limited by shares and incorporated in England. Its registered office is Runway East Borough Market, 20 St. Thomas Street, London SE1 9RS.

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 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 (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The travel industry experienced the benefit of a post-Covid-19 bounce back in travel; however, with consumer unease in relation to the current economic environment, increasing energy costs, and the impact of inflation, Company management and the directors have continued to review the Company’s financial position. This is to ensure a swift response to any changes in planned trading performance.
The directors have prepared budgets and cashflow forecasts to December 2025 which reflect good operational liquidity and profitability throughout. Additionally, they have also performed a sensitivity analysis on the Company's budgets and forecasts to assess the financial impact of any potential further slowdown in trading from the reforecast and its impact on the liquidity of the business. The sensitivity analysis shows that the Company has enough liquidity and cash to trade through a further slowdown.
Company management and the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least the following 12 months from the signing of these financial statements. 
As a result, the directors believe that it is appropriate to apply the going concern basis for the foreseeable future.

Page 18

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

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.

Turnover for direct clients represents the commission/margin earned on all overseas accommodation and travel arrangements sold, recognised on the date of departure basis where the Company is a travel agent plus the gross sales value where the Company acts as a tour operator.
Turnover for corporate clients represents the commission/margin earned on all overseas accommodation and travel arrangements sold (this part of the business was discontinued on 1 September 2023) , recognised on the date of booking basis where the Company is a travel agent plus the gross sales value where the Company acts as a tour operator.
Turnover is attributable to one continuing activity.
Gross retail turnover  (GRT) - GRT which is stated net of value added tax, does not represent the company's statutory turnover. GRT represents the total gross sales amounts receivable in respect of accommodation and travel sales for the year. Section 23 of FRS102 requires the statutory turnover to be the net commission/margin earned.
Trade debtors still represent gross amounts receivable in respect of overseas accommodation and travel sales and trade creditors still represent gross amounts payable in respect of overseas accommodation and travel purchases.

 
2.4

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.

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 19

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Borrowing costs

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

 
2.9

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.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 20

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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:

Short-term leasehold property
-
over the lease term
Plant and machinery
-
20% straight line
Fixtures and fittings
-
20% straightline

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

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 21

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.17

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.



Page 22

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.18

Hedge accounting

The Company uses foreign currency forward contracts to manage its exposure to cash flow risk on its supplier payments. These derivatives are measured at fair value at each reporting date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Critical judgments in applying the Company's accounting policies
The directors believe that there are no critical judgments involved in applying the Company's accounting policies that warrant disclosure.
b) Key accounting estimates and assumptions
The directors believe that there are no key accounting estimates and assumptions involved in applying the Company's accounting policies that warrant disclosure.

Page 23

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

2023
2022
£
£



Gross Retail Turnover ("GRT")

32,569,151
31,556,005



Turnover as tour operator
16,747,473
13,467,653

Commission as travel agent
1,748,618
1,767,931

Subscriptions
63,423
121,107

Other turnover
413,088
348,184

18,972,602
15,704,875



United Kingdom
18,972,602
15,704,875

18,972,602
15,704,875

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible assets
102,040
120,018

Other operating lease rentals
221,288
322,418

Fees payable to the Company's auditors for the audit of the Company's annual financial statements
25,365
22,000


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
25,365
22,000
Page 24

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
2,552,510
2,496,676

Social security costs
280,657
256,053

Cost of defined contribution scheme
86,106
80,169

2,919,273
2,832,898


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Administration
23
30



Sales
34
32

57
62


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
270,771
258,253

Company contributions to defined contribution pension schemes
18,976
16,913

289,747
275,166


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £239,371 (2022 - £234,453).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £18,976 (2022 - £16,913).

Page 25

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest receivable

2023
2022
£
£


Other interest receivable
90,251
7,869

90,251
7,869


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
74,258
30,548

74,258
30,548


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
41,667


-
41,667


Total current tax
-
41,667

Deferred tax


Originating and reversal of timing differences
(45,151)
(17,316)

Total deferred tax
(45,151)
(17,316)


Taxation on (loss)/profit on ordinary activities
(45,151)
24,351
Page 26

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,316,783
618,345


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25 % (2022 - 19 %)
329,196
117,486

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
(6,475)

Capital allowances for year in excess of depreciation
2,968
12,600

Utilisation of tax losses
(332,164)
(123,326)

Adjustments to tax charge in respect of prior periods
-
41,667

Unrelieved tax losses carried forward
-
(17,317)

Deferred tax
(45,151)
-

Other differences leading to an increase (decrease) in the tax charge
-
(284)

Total tax charge for the year
(45,151)
24,351


Factors that may affect future tax charges

A change to the main UK corporation tax rate, announced in the Budget on 11 March 2021, was substantively enacted on 24 May 2021, whereby the tax rate applicable for years starting from 1 April 2023
increased to 25% from current tax rate of 19%.


12.


Dividends

2023
2022
£
£


Interim dividends paid
34,000
10,000

34,000
10,000

Page 27

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Exceptional income

2023
2022
£
£



Profit on sale of corporate travel management division
839,554
-

839,554
-


14.


Tangible fixed assets





Short-term leasehold property
Plant and machinery
Fixtures and fittings
Total

£
£
£
£



Cost or valuation


At 1 January 2023
160,538
2,532,494
113,795
2,806,827


Additions
-
60,589
-
60,589



At 31 December 2023

160,538
2,593,083
113,795
2,867,416



Depreciation


At 1 January 2023
151,396
2,389,138
107,141
2,647,675


Charge for the year on owned assets
9,142
86,244
6,654
102,040



At 31 December 2023

160,538
2,475,382
113,795
2,749,715



Net book value



At 31 December 2023
-
117,701
-
117,701



At 31 December 2022
9,142
143,356
6,654
159,152




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short leasehold
-
9,142

-
9,142


Page 28

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Stocks

2023
2022
£
£

Clients' travel wallets and folders etc.
15,460
12,706

15,460
12,706



16.


Debtors

2023
2022
£
£


Trade debtors
323,839
712,785

Amounts owed by group undertakings
5,093,402
5,159,514

Other debtors
347,585
341,992

Prepayments and accrued income
2,638,862
2,333,138

Deferred taxation
317,477
272,326

Financial instruments
122,491
80,241

8,843,656
8,899,996


Included in prepayments and accrued income is the sum of £2,605,970 (2022 - £2,202,568) of supplier payments made in advance for departures from 1 January 2024 onwards.      


17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
4,902,809
4,832,451

4,902,809
4,832,451


Page 29

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
260,000
260,000

Trade creditors
66,422
443,308

Other taxation and social security
72,351
70,042

Other creditors
229,238
233,417

Accruals and deferred income
7,332,171
7,838,278

7,960,182
8,845,045


Included in accruals and deferred income is the sum of £6,237,593 (2022 - £6,339,198) of customer monies in advance for departures from 1 January 2024 onwards.


19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Coronavirus business interruption loan ( see note 20 on page 31)
400,000
910,000

400,000
910,000


Page 30

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Coronavirus business interruption loan
260,000
260,000


260,000
260,000

Amounts falling due 1-2 years

Coronavirus business interruption loan
260,000
260,000


260,000
260,000

Amounts falling due 2-5 years

Coronavirus business interruption loan
140,000
650,000


140,000
650,000


660,000
1,170,000


The Coronavirus business interruption loan is funded by Coutts and Company and is supported by the Coronavirus Business Interruption Loan Scheme. The loan is for a 72 month term with no capital repayments or interest payments in the first 12 months. Interest is payable at 3.25% per annum over the bank base rate after the first 12 months.
On 21 April 2021 a fixed and floating charge by way of a debenture was created over all assets of the company, including book debts in favour of Coutts and Company. 
 


21.


Deferred taxation




2023
2022


£

£






At begining of the year
272,326
255,010


Charged to profit or loss
45,151
17,316



At end of year
317,477
272,326

Page 31

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
21.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
4,259
3,856

Tax losses carried forward
313,218
268,470

317,477
272,326


22.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



99,998,000 (2022 - 99,998,000) A Ordinary shares of $0.01 each
605,058
605,058
500 (2022 - 500) B Ordinary shares of $0.01 each
3
3
500 (2022 - 500) C Ordinary shares of $0.01 each
3
3
500 (2022 - 500) D Ordinary shares of $0.01 each
3
3
500 (2022 - 500) E Ordinary shares of $0.01 each
3
3

605,070

605,070



23.


Reserves

Share premium account

Share premium is the amount by which the amount received by the Company for a share issue exceeds its nominal value.

Foreign exchange reserve

Foreign exchange reserve relates to the amount of gain or loss recognised on forward contracts and derivatives that are cash flow hedges for committed foreign exchange transactions occurring in the 12 months post year end.

Profit and loss account

The profit and loss account represents the net distributable reserves of the Company at the date of the statement of financial position.

Page 32

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Discontinued operations

On 1 September 2023 the corporate travel managment division was sold.

£


Cash proceeds
1,000,000

1,000,000

Business disposed off:


Cost associated with the sale of business
160,446

 
 
160,446

Profit on disposal before tax
839,554

The net inflow of cash in respect of the sale of the corporate travel management division is as follows:

£


Cash consideration
1,000,000

Cost associated with the sale of business
(160,446)

Net inflow of cash
839,554


25.


ABTA bond

At 31 December 2023, the Company had a travel bond lodged with ABTA in the sum of £505,764 (2022: £417,007) provided by Barclays Bank Plc secured against the assets of the Company.


26.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £86,106 (2022: £80,169). Outstanding contributions amounted to £Nil (2022: £Nil) at the year end 

Page 33

 
WEXAS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
97,280
71,119

Later than 1 year and not later than 5 years
3,620
9,600

100,900
80,719


28.


Related party transactions

Wexas Investments Limited - a company 100% owned by the same parent Rivers (Holdings) Limited. Intercompany balance due from the related party, at the year end (included in debtors due within one year) amounted to £5,092,402 (2022: £5,158,514).


29.


Cash deposit

As at 31 December 2023 Company's merchant service provider Ecommpay hold a deposit in the sum of £20,000  (2022: £20,000) as security. These are included in debtors due within one year. 


30.


Holding company

The immediate and ultimate holding company is Rivers (Holdings) Limited, a company registered in Seychelles whose registered office is situated at Office 1, 1st Floor, Dekk Complex, PO Box 456, Mahe, Seychelles and its registered number is 114492. Rivers (Holdings) Limited is ultimately controlled by Intercontinental Trust (Seychelles) Limited.


31.


Cross company guarantee undertaking

There is an unlimited joint cross company guarantee with Wexas Investments Limited, a fellow subsidiary
undertaking of Rivers (Holdings) Limited.


32.


BSP Outstanding

As at 31st December 2023 the Company had £455,336 (2022: £855,698) of payments due to International Air Transport Association (IATA) for tickets issued in the month of December 2023.

 
Page 34