Company registration number 13732759 (England and Wales)
WEBCONTRACTOR LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
WEBCONTRACTOR LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
WEBCONTRACTOR LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022 (Unaudited)
Notes
£
£
£
£
Fixed assets
Intangible assets
4
411,648
463,103
Tangible assets
5
124,114
26,449
535,762
489,552
Current assets
Debtors
6
185,414
325,332
Cash at bank and in hand
58,873
192,125
244,287
517,457
Creditors: amounts falling due within one year
7
(2,917,564)
(2,141,519)
Net current liabilities
(2,673,277)
(1,624,062)
Net liabilities
(2,137,515)
(1,134,510)
Capital and reserves
Called up share capital
8
1
1
Profit and loss reserves
(2,137,516)
(1,134,511)
Total equity
(2,137,515)
(1,134,510)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 September 2024 and are signed on its behalf by:
S Stemkowski
Director
Company Registration No. 13732759
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Webcontractor Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Keel House, Garth Heads, Newcastle Upon Tyne, NE1 2JE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The Directors are required to prepare financial statements on the going concern basis unless it istrue inappropriate to presume that the Company will continue in business. At the balance sheet date the Company had net liabilities of £2,137,515, where net current liabilities, being current assets less current liabilities, were £2,673,277. Furthermore, the Company has reported a loss for the year of £1,003,005. Included in current liabilities is £1,859,189 owed to the parent entity.
The Directors have undertaken a review of the trading forecast for a period of 12 months from the date of approval of these financial statements. The Directors have also considered the funds available to the company and the ability to meet liabilities as they fall due.
Having taken into consideration all relevant information, the Directors have determined that with the continued support from the Company’s ultimate controlling party, Autodesk, Inc, which has been confirmed, the Directors have a reasonable expectation that Company will be able to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is earned primarily from the rendering of subscription services allowing customers to access the Webcontractor platform software via a Software as a Service model. All turnover is stated net of the amount of value added tax.
Turnover in relation to subscription services is recognised when the following conditions have been satisfied:
The amount of turnover can be measured reliably;
The service has been provided to the customer;
It is probable that the economic benefits associated with the transaction will flow to the entity; and
The stage of completion of the transaction can be measured reliably.
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold property
Over the term of the lease
Fixtures and fittings
50% Straight Line
Computers
33% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Deferred income
Due to the nature of the entities operations there are elements of their income which are deferred. Directors need to ensure that income is only being recognised when their services have been rendered.
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022 (Unaudited)
Number
Number
24
23
4
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
514,558
Amortisation and impairment
At 1 January 2023
51,455
Amortisation charged for the year
51,455
At 31 December 2023
102,910
Carrying amount
At 31 December 2023
411,648
At 31 December 2022
463,103
5
Tangible fixed assets
Leasehold property
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
2,278
35,165
37,443
Additions
141,347
9,193
150,540
At 31 December 2023
141,347
2,278
44,358
187,983
Depreciation and impairment
At 1 January 2023
160
10,834
10,994
Depreciation charged in the year
28,269
2,118
22,488
52,875
At 31 December 2023
28,269
2,278
33,322
63,869
Carrying amount
At 31 December 2023
113,078
11,036
124,114
At 31 December 2022
2,118
24,331
26,449
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
6
Debtors
2023
2022 (Unaudited)
Amounts falling due within one year:
£
£
Trade debtors
133,047
133,185
Amounts owed by group undertakings
162,725
Other debtors
52,367
29,422
185,414
325,332
7
Creditors: amounts falling due within one year
2023
2022 (Unaudited)
£
£
Trade creditors
92,525
13,386
Amounts owed to group undertakings
1,859,189
1,518,280
Taxation and social security
79,827
85,550
Other creditors
886,023
524,303
2,917,564
2,141,519
8
Called up share capital
2023
2022 (Unaudited)
2023
2022 (Unaudited)
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was qualified and the auditor reported as follows:
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Audit report information
(Continued)
- 8 -
Qualified opinion on financial statements
We were engaged to audit the financial statements of Webcontractor Ltd (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 qualified opinion
The financial statements for the year ended 31 December 2022 were unaudited. We were appointed as auditors during the year and we have been unable to carry out auditing procedures necessary to obtain adequate assurance regarding the opening balances and comparative figures as at 31 December 2022.
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 Auditor's 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.
Senior Statutory Auditor:
Lewis Cross
Statutory Auditor:
Azets Audit Services
10
Related party transactions
Included in amounts owed to group undertakings are balances owed to Webcontractor Holdings Ltd of £1,859,189 (2022 - £1,355,555).
Included in management charges during the year are amounts of £150,000 (2022 - £59,615) paid to former Directors of the Company.
11
Ultimate controlling party
The immediate parent company is Webcontractor Holdings Ltd, a company registered in England and Wales at Keel House, Garth Heads, Newcastle Upon Tyne, NE1 2JE.
The ultimate controlling party is Autodesk, Inc a company registered in the United States at The Landmark @ One Market, Ste. 400, San Francisco, CA 94105.
WEBCONTRACTOR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
12
Events after the reporting date
Merger agreement with Autodesk Australia Pty Ltd
On 24 January, 2024, the Ultimate Parent Company ('Payapps Limited') of the Company entered into an Agreement and Plan of Merger for the Payapps Group, including the Company, to be acquired by Autodesk Australia Pty Ltd. On 20 February 2024, the acquisition was completed.
Restructuring following acquisition
On 1 June, 2024, the Company's controlling party, WebContractor Holdings Ltd, released the Company of its £2,176,609 payable as at that date (including any accrued but unpaid interest) due from the Company in exchange for the Company issuing 2 ordinary shares with the remaining value being allocated to share premium, thereby resulting in the complete extinguishment of the intercompany balance.
Effective 1 June, 2024, pursuant to a share purchase agreement, the Company's Ultimate Parent Entity, Payapps Limited, sold all of the beneficial and economic ownership rights with respect to all of the issued and outstanding shares of the Company's controlling party, Payapps.com (UK) Ltd (parent of WebContractor Holdings Ltd), to Autodesk Australia Pty Ltd.
Effective 1 June, 2024, pursuant to a share purchase agreement, Autodesk Australia Pty Ltd transferred all of the beneficial and economic ownership rights with respect to all of the issued and outstanding shares of Payapps.com (UK) Ltd to Autodesk Inc. (US), becoming the Company's new Ultimate Parent Entity.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.