REGISTERED NUMBER: |
Report of the Director and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
WeSwap.com Limited |
REGISTERED NUMBER: |
Report of the Director and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
WeSwap.com Limited |
WeSwap.com Limited (Registered number: 13745827) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Income Statement | 7 |
Other Comprehensive Income | 8 |
Statement of Financial Position | 9 |
Statement of Changes in Equity | 10 |
Statement of Cash Flows | 11 |
Notes to the Statement of Cash Flows | 12 |
Notes to the Financial Statements | 13 |
WeSwap.com Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Statutory Auditors |
Chartered Certified Accountants |
Unit 1 |
Shrine Barn |
Sanding Road |
Hythe |
Kent |
CT21 4HE |
WeSwap.com Limited (Registered number: 13745827) |
Report of the Director |
for the Year Ended 31 December 2023 |
The director presents his report with the financial statements of the company for the year ended 31 December 2023. |
DIRECTOR |
Changes in directors holding office from 1 January 2023 to the date of this report are as follows: |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Ardor Business Solutions Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
WeSwap.com Limited |
Opinion |
We have audited the financial statements of WeSwap.com Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The 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 loss 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 UK, including the FRC'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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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. |
Opinions 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
WeSwap.com Limited |
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 Report of the Director. |
We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
WeSwap.com Limited |
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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Officers and other management (as required by auditing standards). |
We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items. |
With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers. |
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. |
We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
WeSwap.com Limited |
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 2006. Our 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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
Chartered Certified Accountants |
Unit 1 |
Shrine Barn |
Sanding Road |
Hythe |
Kent |
CT21 4HE |
WeSwap.com Limited (Registered number: 13745827) |
Income Statement |
for the Year Ended 31 December 2023 |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
Notes | £ | £ |
TURNOVER |
Cost of sales |
GROSS LOSS | ( |
) | ( |
) |
Administrative expenses |
OPERATING LOSS | 5 | ( |
) | ( |
) |
Loan no longer repayable | 6 |
(192,888 | ) | (625,930 | ) |
Interest payable and similar expenses | 7 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 8 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
WeSwap.com Limited (Registered number: 13745827) |
Other Comprehensive Income |
for the Year Ended 31 December 2023 |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
Notes | £ | £ |
LOSS FOR THE YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME |
Capital contribution |
Income tax relating to other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
WeSwap.com Limited (Registered number: 13745827) |
Statement of Financial Position |
31 December 2023 |
31/12/23 | 31/12/22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
CURRENT ASSETS |
Stocks | 10 |
Debtors | 11 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 12 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 13 |
Other reserves | 14 |
Retained earnings | 14 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
WeSwap.com Limited (Registered number: 13745827) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - | - |
Total comprehensive income | - | ( |
) |
Balance at 31 December 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | ( |
) |
WeSwap.com Limited (Registered number: 13745827) |
Statement of Cash Flows |
for the Year Ended 31 December 2023 |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) | ( |
) |
Interest paid | ( |
) |
Net cash from operating activities | ( |
) | ( |
) |
Cash flows from investing activities |
Purchase of intangible fixed assets | ( |
) |
Purchase of tangible fixed assets | ( |
) |
Net cash from investing activities | ( |
) |
Cash flows from financing activities |
Amount introduced by directors | - | 24,639 |
Amount withdrawn by directors | (24,639 | ) | - |
Share issue |
Capital contribution |
Net cash from financing activities |
(Decrease)/increase in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
2 |
- |
Cash and cash equivalents at end of year |
2 |
65,813 |
70,395 |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Statement of Cash Flows |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Loss before taxation | ( |
) | ( |
) |
Depreciation charges |
Loss on disposal of fixed assets |
Finance costs | - | 14 |
(186,288 | ) | (590,932 | ) |
Decrease/(increase) in stocks | ( |
) |
Decrease/(increase) in trade and other debtors | ( |
) |
Increase in trade and other creditors |
Cash generated from operations | ( |
) | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 December 2023 |
31/12/23 | 1/1/23 |
£ | £ |
Cash and cash equivalents | 65,813 | 70,395 |
Period ended 31 December 2022 |
31/12/22 | 16/11/21 |
£ | £ |
Cash and cash equivalents | 70,395 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/1/23 | Cash flow | At 31/12/23 |
£ | £ | £ |
Net cash |
Cash at bank | 70,395 | (4,582 | ) | 65,813 |
70,395 | ( |
) | 65,813 |
Total | 70,395 | (4,582 | ) | 65,813 |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
WeSwap.com Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
Amounts are rounded to the nearest Pound Sterling. |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The company meets its day to day working capital requirements through the financial support of its parent company. The director expects this financial support to continue for the foreseeable future and therefore considers it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that may be required should this financial support no longer continue. |
Turnover |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
The following criteria must also be met before revenue is recognised: |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- the amount of revenue can be measured reliably; |
- it is probable that the Company will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- the costs incurred and the costs to complete the contract can be measured reliably. |
Goodwill |
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being |
amortised evenly over its estimated useful life of five years. |
Prior to the year ended 31 December 2023 goodwill had been amortised over a period of three years. The director having considered the flows of economic benefits from the acquisition believes that an amortisation period of five years is more appropriate. |
Had this change of amortisation period not been considered appropriate, the net book value of goodwill would have been £25,001at 31 December 2023. |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | ACCOUNTING POLICIES - continued |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured |
at cost less any accumulated amortisation and any accumulated impairment losses. |
Intellectual Property Rights are being amortised evenly over its estimated useful life of five years. |
Prior to the year ended 31 December 2023 Intellectual Property Rights had been amortised over a period of three years. The director having considered the flows of economic benefits from the expenditure believes that an amortisation period of five years is more appropriate. |
Had this change of amortisation period not been considered appropriate, the net book value of Intellectual Property Rights would have been £8,000 at 31 December 2023. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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. |
Taxation |
Taxation 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 in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
4. | EMPLOYEES AND DIRECTORS |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
Directors | 1 | 1 |
Technical | 5 | 10 |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Directors' remuneration |
5. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Loss on disposal of fixed assets |
Goodwill amortisation |
Intellectual Property Rights amortisation |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
6. | EXCEPTIONAL ITEMS |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Loan no longer repayable |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
16/11/21 |
Year Ended | to |
31/12/23 | 31/12/22 |
£ | £ |
Interest paid |
8. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the period ended 31 December 2022. |
Tax effects relating to effects of other comprehensive income |
31/12/23 |
Gross | Tax | Net |
£ | £ | £ |
Capital contribution | - | 119,475 |
16/11/21 to 31/12/22 |
Gross | Tax | Net |
£ | £ | £ |
Capital contribution | - | 719,205 |
9. | INTANGIBLE FIXED ASSETS |
Intellectual |
Property |
Goodwill | Rights | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
and 31 December 2023 |
AMORTISATION |
At 1 January 2023 |
Amortisation for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
10. | STOCKS |
31/12/23 | 31/12/22 |
£ | £ |
Stocks |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/23 | 31/12/22 |
£ | £ |
Accrued income |
Prepayments |
12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/23 | 31/12/22 |
£ | £ |
Trade creditors |
Social security and other taxes |
Other creditors |
Directors' current accounts | - | 24,639 |
Accrued expenses |
13. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/23 | 31/12/22 |
value: | £ | £ |
Ordinary | 1p | 100 | 100 |
14. | RESERVES |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 1 January 2023 | ( |
) | 93,261 |
Deficit for the year | ( |
) | ( |
) |
Capital contribution | - | 119,475 | 119,475 |
At 31 December 2023 | ( |
) | 19,848 |
Other reserves |
Comprises initial capital contributions from the shareholder. |
15. | RELATED PARTY DISCLOSURES |
31/12/23 | 31/12/22 |
£ | £ |
Capital contribution | 838,680 | 719,205 |
16. | ULTIMATE CONTROLLING PARTY |
The immediate parent company is Steven FS Limited (Formerly known as Blackthorn FS Limited) a company registered in England and Wales. |
The ultimate controlling party is Mr G S Kundnani by virtue of his ownership of the share capital of Sync Capital Limited, the ultimate parent Company. |
WeSwap.com Limited (Registered number: 13745827) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
17. | PREPARATION OF THE FINANCIAL STATEMENTS |
In common with many other businesses of our size and nature we use our auditors to prepare and |
submit returns to the tax authorities and assist with the preparation of the financial statements. |