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REGISTERED NUMBER: 13745827 (England and Wales)












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: A Rahman



REGISTERED OFFICE: Unit 8
74 Back Church Lane
London
E1 1LX



REGISTERED NUMBER: 13745827 (England and Wales)



SENIOR STATUTORY AUDITOR: Bryan Michael Kemsley FCCA FMAAT



AUDITORS: Ardor Business Solutions Limited
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
Ms A K Gillett held office from 1 January 2023 until after 31 December 2023 but prior to the date of this report.
Changes in directors holding office from 1 January 2023 to the date of this report are as follows:

A Rahman was appointed as a director after 31 December 2023 but prior to the date of this report.

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:





A Rahman - Director


29 August 2024

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.




Bryan Michael Kemsley FCCA FMAAT (Senior Statutory Auditor)
for and on behalf of Ardor Business Solutions Limited
Statutory Auditors
Chartered Certified Accountants
Unit 1
Shrine Barn
Sanding Road
Hythe
Kent
CT21 4HE

29 August 2024

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 144,094 157,569

Cost of sales 240,266 182,236
GROSS LOSS (96,172 ) (24,667 )

Administrative expenses 279,438 601,263
OPERATING LOSS 5 (375,610 ) (625,930 )

Loan no longer repayable 6 182,722 -
(192,888 ) (625,930 )


Interest payable and similar expenses 7 - 14
LOSS BEFORE TAXATION (192,888 ) (625,944 )

Tax on loss 8 - -
LOSS FOR THE FINANCIAL YEAR (192,888 ) (625,944 )

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 (192,888 ) (625,944 )


OTHER COMPREHENSIVE INCOME
Capital contribution 119,475 719,205
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

119,475

719,205
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(73,413

)

93,261

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 59,402 66,002

CURRENT ASSETS
Stocks 10 20,092 22,014
Debtors 11 409 2,119
Cash at bank 65,813 70,395
86,314 94,528
CREDITORS
Amounts falling due within one year 12 125,768 67,169
NET CURRENT (LIABILITIES)/ASSETS (39,454 ) 27,359
TOTAL ASSETS LESS CURRENT
LIABILITIES

19,948

93,361

CAPITAL AND RESERVES
Called up share capital 13 100 100
Other reserves 14 838,680 719,205
Retained earnings 14 (818,832 ) (625,944 )
SHAREHOLDERS' FUNDS 19,948 93,361

The financial statements were approved by the director and authorised for issue on 29 August 2024 and were signed by:





A Rahman - Director


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 100 - - 100
Total comprehensive income - (625,944 ) 719,205 93,261
Balance at 31 December 2022 100 (625,944 ) 719,205 93,361

Changes in equity
Total comprehensive income - (192,888 ) 119,475 (73,413 )
Balance at 31 December 2023 100 (818,832 ) 838,680 19,948

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 (99,418 ) (572,535 )
Interest paid - (14 )
Net cash from operating activities (99,418 ) (572,549 )

Cash flows from investing activities
Purchase of intangible fixed assets - (99,003 )
Purchase of tangible fixed assets - (1,997 )
Net cash from investing activities - (101,000 )

Cash flows from financing activities
Amount introduced by directors - 24,639
Amount withdrawn by directors (24,639 ) -
Share issue - 100
Capital contribution 119,475 719,205
Net cash from financing activities 94,836 743,944

(Decrease)/increase in cash and cash equivalents (4,582 ) 70,395
Cash and cash equivalents at
beginning of year

2

70,395

-

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 (192,888 ) (625,944 )
Depreciation charges 6,600 33,001
Loss on disposal of fixed assets - 1,997
Finance costs - 14
(186,288 ) (590,932 )
Decrease/(increase) in stocks 1,922 (22,014 )
Decrease/(increase) in trade and other debtors 1,710 (2,119 )
Increase in trade and other creditors 83,238 42,530
Cash generated from operations (99,418 ) (572,535 )

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 (4,582 ) 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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


Amounts are rounded to the nearest Pound Sterling.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

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 219,129 439,691
Social security costs 24,358 48,795
Other pension costs 4,195 8,841
247,682 497,327

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
6 11

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 - 1,997
Goodwill amortisation 5,000 25,001
Intellectual Property Rights amortisation 1,600 8,000
Auditors' remuneration 4,900 3,500
Foreign exchange differences (158 ) 115

6. EXCEPTIONAL ITEMS
Period
16/11/21
Year Ended to
31/12/23 31/12/22
£    £   
Loan no longer repayable 182,722 -

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 - 14

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 - 119,475

16/11/21 to 31/12/22
Gross Tax Net
£    £    £   
Capital contribution 719,205 - 719,205

9. INTANGIBLE FIXED ASSETS
Intellectual
Property
Goodwill Rights Totals
£    £    £   
COST
At 1 January 2023
and 31 December 2023 75,003 24,000 99,003
AMORTISATION
At 1 January 2023 25,001 8,000 33,001
Amortisation for year 5,000 1,600 6,600
At 31 December 2023 30,001 9,600 39,601
NET BOOK VALUE
At 31 December 2023 45,002 14,400 59,402
At 31 December 2022 50,002 16,000 66,002

10. STOCKS
31/12/23 31/12/22
£    £   
Stocks 20,092 22,014

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 - 2,119
Prepayments 409 -
409 2,119

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/23 31/12/22
£    £   
Trade creditors 54,698 10,976
Social security and other taxes 61,034 11,086
Other creditors 5,373 3,925
Directors' current accounts - 24,639
Accrued expenses 4,663 16,543
125,768 67,169

13. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/23 31/12/22
value: £    £   
10,000 Ordinary 1p 100 100

14. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 January 2023 (625,944 ) 719,205 93,261
Deficit for the year (192,888 ) (192,888 )
Capital contribution - 119,475 119,475
At 31 December 2023 (818,832 ) 838,680 19,848

Other reserves
Comprises initial capital contributions from the shareholder.

15. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
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.