Company Registration No. 11283118 (England and Wales)
WHAT ENGAGES LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
WHAT ENGAGES LTD
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
WHAT ENGAGES LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investments
3
4,669,020
4,669,020
Current assets
Cash and cash equivalents
875
21,679
Current liabilities
4
(4,668,956)
(4,690,022)
Net current liabilities
(4,668,081)
(4,668,343)
Total assets less current liabilities
939
677
Equity
Called up share capital
6
1
1
Retained earnings
938
676
Total equity
939
677

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 31 March 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small 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.

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 4 September 2024 and are signed on its behalf by:
Z A Taylor
Director
Company Registration No. 11283118
WHAT ENGAGES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information

What Engages Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2 Redcliffe Way, Bristol, England, BS1 6NL.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

As at 31 March 2024, the company had net current liabilities amounting to £4,668,081 and net assets of £939. However, the main trading subsidiary of the company had net current assets of £3,839,906 at 31 March 2024. The future trading of the group is forecast to improve on these profits and accordingly the directors adopted the going concern basis of accounting in preparing the financial statements.true

1.3
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for management services provided in the normal course of business, and is shown net of VAT.

1.4
Non-current investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
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 statement of financial position 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.

WHAT ENGAGES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
Basic financial assets

Basic financial assets, which include trade and other receivables 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.

Impairment of financial assets

Financial assets, other than those held at fair value through the statement of income, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of income.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 trade and other payables, loans from fellow group companies and loan notes 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

WHAT ENGAGES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
1.6
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.

1.7
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 income statement 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.

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.

 

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 income statement, 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.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

WHAT ENGAGES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
1.9
Share-based payments

The company has granted share options to certain employees of its subsidiary undertakings. When a parent company grants options to subscribe for its ordinary shares to employees of its subsidiaries and such share based compensation is accounted for as equity settled, FRS102 requires the parent to record an increase in its investment in the subsidiary, with a corresponding increase recognised in equity.

The equity-settled share based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is accounted for on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest.

 

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

 

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
1
2
3
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
4,669,020
4,669,020
WHAT ENGAGES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
4
Current liabilities
2024
2023
£
£
Trade payables
-
0
2,192
Amounts owed to group undertakings
4,655,038
4,254,592
Taxation and social security
8,253
7,960
Other payables
5,665
25,278
Loan note (secured)
-
0
400,000
4,668,956
4,690,022

In the prior year the loan note was secured by a fixed and floating charge over all the assets of the company and that of its subsidiaries. Interest was charged at 5% per annum.

5
Equity settled share-based payment transactions

The company has granted options to certain employees of its subsidiary undertakings to subscribe for B ordinary shares in the company under the terms of an approved Enterprise Management Incentive scheme. A summary of the agreed terms and conditions of the options is as follows.

Number of
Weighted
Employees
Average
Grant
Brought
Carried
at
Exercise
Date
Forward
Issued
Exercised
Forfeited
Forward
31.03.2024
Price
21.10.2019
2,100
-
-
(150)
1,950
9
£2.57
09.03.2021
150
-
-
-
150
1
£1.81
01.11.2022
1,950
-
-
(300)
1,650
8
£2.09
4,200
-
0
-
(450)
3,750
£2.33

The options vest immediately and the weighted average maximum term is 7 years. The options may only be exercised on takeover or exit event of the company, or earlier at the discretion of the directors. The directors are of the opinion that these conditions could not have been met at 31 March 2024. Accordingly, there is no share-based payment charge in respect of the above options.

6
Called up share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
3,092 Ordinary shares of £0.00001 each
-
-
100,000 A Ordinary shares of £0.00001 each
1
1
WHAT ENGAGES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
7
Related party transactions

The company has taken advantage of the exemption available in accordance with Section 1AC.35 of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is the parent undertaking of the wholly owned subsidiary to which it is party to the transactions.

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