Company registration number 01564535 (England and Wales)
WOOLF LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
WOOLF LIMITED
COMPANY INFORMATION
Directors
Capita Corporate Director Limited
T F Vanoverschelde
(Appointed 19 June 2023)
Secretary
Capita Group Secretary Limited
Company number
01564535
Registered office
65 Gresham Street
London
England
EC2V 7NQ
Banker
Barclays Bank PLC
1 Churchill Place
London
United Kingdom
E14 5HP
WOOLF LIMITED
CONTENTS
Page
Directors' report
1 - 2
Income statement
3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 11
WOOLF LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The Directors present their Directors' Report and Financial statements for the year ended 31 December 2023.
Principal activities
Woolf Limited ('the Company') is a wholly owned subsidiary (indirectly held) of Capita plc. Capita plc and its subsidiaries are hereafter referred to as 'the Group'.
The principal activity of the Company was that of management of construction projects. The Company ceased to take on new projects since December 2016. Based on this, after careful review of future business, the Directors have concluded that a going concern basis of accounting is not appropriate.
Results and dividends
The results for the year are set out on page 3.
No interim or final dividend was paid or proposed during the year (2022: £nil).
Directors
The Directors, who held office during the year and up to the date of signature of the financial statements were as follows:
Capita Corporate Director Limited
L Palmer
(Resigned 23 June 2023)
T F Vanoverschelde
(Appointed 19 June 2023)
Qualifying third party indemnity provisions
The Company has granted indemnity to the Directors of the Company against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. This qualifying third party indemnity provision remains in force as at the date of approving the Directors' report.
Political donations
The Company made no political donations and incurred no political expenditure during the year (2022: £nil).
Statement of Directors' responsibilities
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 they have elected to prepare the financial statements in accordance with United Kingdom ('UK') accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework.
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 its profit or loss for that period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
as explained in the note 1.1 of financial statements, the Directors do not believe the going concern basis to be appropriate and these financial statements are not prepared on that basis.
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.
WOOLF LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
T F Vanoverschelde
Director
16 September 2024
WOOLF LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
2023
2022
Notes
£
£
Administrative (expenses)/ income
(5,256,825)
1,499,724
Net finance cost
3
(393,370)
(182,919)
(Loss)/profit before tax
(5,650,195)
1,316,805
Income tax credit
4
92,523
34,755
(Loss)/profit and total comprehensive (expense)/income for the year
(5,557,672)
1,351,560
The income statement has been prepared on the basis that the Company has ceased all its operations.
The notes and information on pages 6 to 11 form an integral part of these financial statements.
WOOLF LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 4 -
2023
2022
Notes
£
£
Current assets
Trade and other receivables
5
3,725,578
1,501,306
Income tax receivable
127,276
38,200
Total assets
3,852,854
1,539,506
Current liabilities
Trade and other payables
7
4,022
1,301
Financial liabilities
6
14,917,632
14,349,333
Provisions
8
7,500,000
200,000
Total liabilities
22,421,654
14,550,634
Net liabilities
(18,568,800)
(13,011,128)
Capital and reserves
Issued share capital
9
1,000
1,000
Share premium
10
74,550
74,550
Retained deficit
(18,644,350)
(13,086,678)
Total deficit
(18,568,800)
(13,011,128)
The notes and information on pages 6 to 11 form an integral part of these financial statements.
For the financial year ended 31 December 2023, the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 of the Companies Act 2006.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
These financial statements were approved by the board of directors and authorised for issue on
16 September 2024
16 September 2024
and are signed on its behalf by:
T F Vanoverschelde
Director
Company registration number 01564535 (England and Wales)
WOOLF LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Share capital
Share premium
Retained deficit
Total deficit
£
£
£
£
At 1 January 2022
1,000
74,550
(14,438,238)
(14,362,688)
Profit for the year
-
-
1,351,560
1,351,560
At 31 December 2022
1,000
74,550
(13,086,678)
(13,011,128)
Loss for the year
-
-
(5,557,672)
(5,557,672)
At 31 December 2023
1,000
74,550
(18,644,350)
(18,568,800)
Share capital
The balance classified as share capital is the nominal proceeds on issue of the Company's equity share capital, comprising 1,000 ordinary shares of £1 each.
Share premium
The amount paid to the Company by shareholders, in cash or other consideration, over and above the nominal value of the shares issued to them less issuance costs.
Retained deficit
The balance pertains to net losses accumulated in the Company.
The notes and information on pages 6 to 11 form an integral part of these financial statements.
WOOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
1
Accounting policies
1.1
Basis of preparation
Woolf Limited is a private company limited by shares incorporated in England and Wales. The registered office is 65 Gresham Street, London, England, EC2V 7NQ. .
All the significant operations of the Company have come to an end in the year 2016. The Directors have therefore prepared the financial statements on the basis that the Company is no longer a going concern. The financial statements have been prepared on a breakup basis as at 31 December 2023. As a consequence, the Directors have considered the adjustments required to prepare the financial statement on a breakup basis. The expected realisable and settlement values for current assets and liabilities are not considered to be materially different from their carrying value at the balance sheet date. Therefore, the Directors have considered that no further adjustments are required as a result of preparing the financial statements on a breakup basis.
1.2
Compliance with accounting standards
The Company has applied FRS101 – Reduced Disclosure Framework in the preparation of its financial statements.
The Company has prepared and presented these financial statements by applying the recognition, measurement and disclosure requirements of international accounting standards in conformity with the requirements of the Companies Act 2006 .
The Company's ultimate parent company, Capita plc, includes the Company in its consolidated statements. The consolidated financial statements are prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and with UK-adopted International Financial Reporting Standards ('IFRSs') and the Disclosure and the Transparency Rules of the UK's Financial Conduct Authority. They are available to the public and may be obtained from Capita plc’s website on https://www.capita.com/investors.
In these financial statements, the Company has applied the disclosure exemptions available under FRS 101 in respect of the following disclosures:
A cash flow statement and related notes;
Disclosures in respect of transactions with wholly owned subsidiaries;
Disclosures in respect of capital management;
The effects of new but not yet effective IFRSs; and
Disclosures in respect of the compensation of key management personnel.
Since the consolidated financial statements of Capita plc include equivalent disclosures, the Company has also taken the disclosure exemptions under FRS 101 available in respect of the following disclosure:
Certain disclosures required by IFRS 2 in respect of Group settled share based payments; and
Certain disclosures required by IFRS 7 and certain disclosure exemptions as permitted by IFRS 13 Fair value measurement.
WOOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.3
Change in accounting policies
The Company has adopted the new amendments to standards detailed below but they do not have a material effect on the Company's financial statements.
New amendments or interpretations | |
IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts | |
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) | |
Definition of Accounting Estimates (Amendments to IAS 8) | |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) | |
International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) | |
1.4
Financial instruments
Trade and other receivables
The trade and other receivables have been measured and presented at their expected realisable values.
Trade and other payables
The trade and other payables have been measured and presented at their expected settlement values.
Bank overdrafts
Bank overdrafts are shown within current financial liabilities.
1.5
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
WOOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.6
Provisions
Provisions are recognised when the Company has a present legal or constructive obligation arising from past events, it is probable that cash will be paid to settle it, and the amount can be estimated reliably.
If the effect of the time value of money is material, provisions are discounted using the yield on government bonds which have a similar timing and currency of cash flows to the provision being discounted. Where required adjustments are made to the yields to reflect the risks specific to the cash flows being discounted. The unwinding of the discount is recognised as a financing cost in the income statement.
The value of the provision is determined based on assumptions and estimates in relation to the amount, timing and likelihood of actual cash flows, which are dependent on future events. Where no reliable basis of estimation can be made, no provision is recorded. However, contingent liabilities disclosures are given when there is a greater than remote probability of outflow of economic benefits.
On an ongoing basis, management monitor provisions and their accurate estimation when compared to final outcomes.
2
Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires the Directors to make judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported income and expense during the reported periods. Although these judgements and assumptions are based on the Directors' best knowledge of the amount, events or actions, actual results may differ from these estimates.
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the measurement of provisions. The measurement of provisions reflects management's assessment of the probable outflow of economic benefits resulting from an existing obligation. Provisions are calculated on a case by case basis and involve judgement as regards the final timing and quantum of any financial outlay.
3
Net finance cost
2023
2022
£
£
Interest expense
Interest expense on bank overdrafts and loans
(393,370)
(182,919)
Total finance cost
(393,370)
(182,919)
4
Income tax
The major components of income tax credit are:
2023
2022
£
£
Current tax
UK corporation tax
(92,523)
(34,755)
WOOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Income tax
The major components of income tax credit are:
(Continued)
- 9 -
The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:
2023
2022
£
£
(Loss)/profit before taxation
(5,650,195)
1,316,805
Expected tax (credit)/charge based on the weighted average Corporation Tax rate of 23.52% (2022: 19.00%)
(1,328,957)
250,193
Impact of changes in statutory tax rates
-
89,983
Deferred income tax not recognised
-
(374,931)
Amounts not recognised
1,236,434
-
Total adjustments
1,236,434
(284,948)
Total tax credit reported in the income statement
(92,523)
(34,755)
The Company has gross unrecognised trading losses of £17,769,071 (2022: £12,512,247) in the statutory accounts due to the uncertainty of future use.
A change to the main UK Corporation tax rate was substantively enacted on 24 May 2021. The rate applicable from 1 April 2023 increased from 19% to 25%.
5
Trade and other receivables
Current
2023
2022
£
£
VAT recoverable
18,828
4
Amounts due from Group companies
3,706,750
1,501,302
3,725,578
1,501,306
Amounts due from Group companies are repayable on demand and non-interest bearing.
WOOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
6
Financial liabilities
Current
2023
2022
£
£
Bank overdrafts
14,917,632
14,349,333
14,917,632
14,349,333
7
Trade and other payables
Current
2023
2022
£
£
Trade payables
4,022
Amount due to Group companies
1,301
4,022
1,301
Amounts due to Group companies are repayable on demand and non-interest bearing.
8
Provisions
2023
2022
£
£
Current
7,500,000
200,000
7,500,000
200,000
Claims
£
At 1 January 2023
200,000
Additions made during the year
7,503,353
Released during the year
(39,974)
Utilised during the year
(163,379)
At 31 December 2023
7,500,000
The Company makes a provision when a claim has been made where it is more probable than not that a loss might occur. These provisions are reassessed regularly to ensure that the level of provisioning is consistent with the claims that have been reported. The range of values attached to these claims, can be significant and, where obligations are probable and estimable, provisions are made representing the Company's best estimate of the expenditure to be incurred. The Company robustly defends its position on each claim and they are often settled for amounts significantly smaller than the initial claim and may result in no transfer of economic benefits. Therefore we do not disclose a range of possible outcomes for these claims.
WOOLF LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
9
Share capital
2023
2022
2023
2022
Number
Number
£
£
Allotted, called up and fully paid
Ordinary shares of £1 each
At 1 January and 31 December
1,000
1,000
1,000
1,000
10
Share premium
2023
2022
£
£
Ordinary shares of £1 each
At 1 January and At 31 December
74,550
74,550
11
Employees
There were no employees during the year apart from the Directors (2022: none).
12
Directors' remuneration
All Directors are paid by other companies within the Capita Group. The Company has not paid any fees or other remuneration to the Group based Directors related to the directorship role they provided to the Company as a part of their Group-wide executive management role. The Company has estimated that allocation of the qualifying services that these Group based Directors provided to the Company is inconsequential.
13
Controlling party
The Company's immediate parent undertaking is Capita Property and Infrastructure International Limited, a Company incorporated in England and Wales.
The Company's ultimate parent undertaking is Capita plc, a company incorporated in England and Wales. The financial statements of Capita plc are available from the registered office at 65 Gresham Street, London, England EC2V7NQ.
14
Post balance sheet date events
There are no significant event which have occurred after the reporting date.
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