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Registered number: 07935897










KW SPECIAL PROJECTS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
KW SPECIAL PROJECTS LIMITED
 
 
COMPANY INFORMATION


Directors
Mr P J Waller (appointed 31 January 2024, resigned 21 March 2024)
Mr K T J Salter (resigned 24 May 2024)
Mr R Lodge (resigned 3 May 2024)
Mr N Lodey (appointed 31 January 2024, resigned 24 May 2024)
Mr J D Smith (appointed 24 May 2024)
Mr A J S Burn (appointed 24 May 2024)




Registered number
07935897



Registered office
Unit 1130 Silverstone Park
Dadford Road

Towcester

NN12 8FU




Independent auditor
WR Partners
Chartered Accountants & Statutory Auditors

Belmont House

Shrewsbury Business Park

Shrewsbury

Shropshire

SY2 6LG





 
KW SPECIAL PROJECTS LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 5
Directors' report
 
6 - 8
Independent auditor's report
 
9 - 12
Statement of comprehensive income
 
13
Balance sheet
 
14
Statement of changes in equity
 
15
Statement of cash flows
 
16
Notes to the financial statements
 
17 - 31


 
KW SPECIAL PROJECTS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The principal activity of KW Special Projects Limited (the “Company” or “KWSP”) is the provision of specialist engineering together with design and build expertise to build hyper cars for global automotive manufactures and show cars for well-known organistions competing at the highest levels of motor racing.  

Business review
 
The Company achieved a turnover of £6.1 million and an EBITDA loss of £5.5 million in the financial year ended 31 March 2024.  This represented a growth in turnover of £1.5 million and an improvement in EBITDA losses of £2.4 million.

Principal risks and uncertainties
 
The principal risks facing the Company are summarised in the following table alongside mitigations identified and implemented.
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Page 1

 
KW SPECIAL PROJECTS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

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Financial key performance indicators
 
In the opinion of the Directors the key performance indicators of the Company are operational and financial.
We focus on meeting all customer requirements including delivery dates and quality standards.
As the business strengthens its grip in these areas following the acquisition on 24 May 2024, the Directors are confident that the business will be able to attract new business and grow significantly.
The principal key performance indicators are:
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Page 2

 
KW SPECIAL PROJECTS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Equal opportunities employer
 
The Company is an Equal Opportunity Employer.  It will not unlawfully discriminate against any of the protected characteristics as identified by the Equality Act 10 of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race (including colour, nationality, and ethnic or national origin), region or belief, sex (gender) and sexual orientation.
Applications for employment by disabled persons are always fully considered, considering the aptitudes of the applicant concerned and the safety requirements of the role being applied for.  
In the event of employees becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training and support is arranged.  It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Directors' statement of compliance with duty to promote the success of the Company
 
Under section 172(1) of the Companies Act 2006, the Directors of a company have a duty to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:
• the likely consequences of any decision in the long-term;
• the interest of the Company’s employees;
• the need to foster the company’s business relationships with suppliers, customers, and others;
• the impact of the company’s operations on the community and environment;
• the desirability of the company maintaining a reputation for high standards of business conduct; and
• the need to act fairly between members of the company.
Whilst the current Directors are unable to comment about the historic actions of the Company, but as at the date of signing of these Statutory Accounts, they believe the following to be relevant statements:
• the appointment of a new Board on 24 May 2024 has provided the necessary leadership and     management bandwidth to undertake the intensive internal restructuring of the Company;
• the combination of Hypercar Solutions Group Limited and KWSP has enabled a resetting of the business   and its values;
• there has been a  a proactive decision to invest significant time in improving the relationships and level    of transparency with all stakeholders of the Group, internally and externally; and
• efforts have been made to enhance the involvement and interactions between all employees at all levels    in the Company.
 
Page 3

 
KW SPECIAL PROJECTS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Stakeholder engagement
The current Directors are not able to comment on the engagement with stakeholders prior to their involvement but believe that the current approach to stakeholder engagement is more relevant and a true and fair reflection of the Company as it stands today.
The Company’s key stakeholders are regarded as being:
• 
KWSP team
 Post acquisition the current Directors have introduced a weekly newsletter, K-News, that provide the    KWSP team with regular updates on the business, events in the local community and important relevant    information.  This is augmented with regular “all hands” briefings by the Directors.   Team members are    encouraged to ask questions and the Directors have committed to open and transparent communication    with the team at all times.
• 
Suppliers
 The current Directors recognise the challenges suppliers have faced in recent times in dealing with the    Company and express their gratitude for the continuing support.  Significant efforts have been made to    improve transparency and the levels of communications with suppliers and this will continue.
• 
Credit insurers
 The current Directors recognise the importance of credit insurers to the Company and its suppliers.      Recently the Company has sought to proactively engage with credit insurers known to have an interest in   the Company to ensure open and transparent communication together with an enhanced understanding    of the business’s activities.
• 
Customers
 The close working relationships with the Company’s customers has been essential in ensuring its survival   in 2024.   Post acquisition the business has adopted a position of much greater clarity and transparency    with its key customers.  The ethos within the business is now to ensure that there is always absolute    alignment with customers to jointly celebrate successes and communicate early, and comprehensively,    should issues arise.
 Regulator bodies and similar
 The current Directors recognise that prior to their appointment to the Board the business has missed    significant deadlines such as the filing of the Company’s financial statements in a timely manner and    adherence to Section 830 of the Companies Act 2006 in respect of dividend payments. Upon their    appointment the Directors have proactively engaged with Companies House and HM Revenue and    Customs to put the Company’s affairs in order. This includes but is not limited to the early filing of these    statutory accounts.
 
Page 4

 
KW SPECIAL PROJECTS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Future plans
Since completing the transaction to acquire the Company in May 2024, the current Directors and employees, together with immense support from external stakeholders, have led a significant turnaround of the business.  This has enabled the business to be stabilised and is now on a more financially secure footing.
   
Accordingly the Directors have now had an opportunity to undertake a strategic review of the business.  The outcome of this review is that the Board has determined that the optimal future direction of the business is to focus on securing and delivering hypercar and motorsport projects with its commercial partner McLaren Automotive Limited.  
The impact of this decision is that:
•  the Company will fulfil its existing orders for showcars after which it will seek to sell that part of the    business to a third party.  No new orders will be received by the Company.
•  The Company’s shareholder, Hypercar Solutions Group Limited has entered a put and call option     agreement with McLaren Automotive Limited thereby securing the future of the Company as a going    concern.  This option is binding on both parties.
The Directors believe that these changes will ensure that the business has a successful future and the employees of the Company have greater opportunities within a larger group once the option is exercised.
The timing of when the option is to be exercised is still being determined by both parties however it is expected that this will occur during the calendar year 2025.

Page 5

 
KW SPECIAL PROJECTS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors' responsibilities statement

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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

Results and dividends

The loss for the year, after taxation, amounted to £5,532,419 (2023 - loss £8,143,240).

The Directors do not recommend the payment of a final dividend nor any dividends for the financial year ended 31 March 2024.

Directors

The Directors who served post year end but prior to signing of thes accounts were:
Mr A J S Burn (appointed 24 May 2024)
Mr J D Smith (appointed 24 May 2024)

The directors who served during the year were:

Mr P J Waller (appointed 31 January 2024, resigned 21 March 2024)
Mr R Lodge (resigned 3 May 2024)
Mr K T J Salter (resigned24 May 2024)
Mr N Lodey (appointed 31 January 2024, resigned 24 May 2024)

Page 6

 
KW SPECIAL PROJECTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Future developments

Following the turnaround of the business and a strategic review by the Board, the Directors have concluded that the optimal future for the Company is to focus on securing and delivering supercar and motorsport projects with McLaren Automotive Limited.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

In around January 2021, KW Special Projects Limited (the “Company” or “KWSP”) entered a significant contract with a customer to support the design and assembly of a hyper car.
During the first phase of that contract, which ended July 2023, the Company overspent by circa £4.8 million. Of this, £4.0 million was addressed with a further £800,000 being incorrectly capitalised by the Company on its balance sheet.  These monies were subsequently written off in the Company’s accounts on or around 24 May 2024 and adjustments made to the reported financial statements for the financial year ended 31 March 2024.
The second phase of the contract commenced on or around July 2023 and was due to be completed in December 2023.
As a result of poor financial management and control systems within the Company and poor operational management together with a reduction in the level of confidence in the business from suppliers, the Company began to experience significant delays in advancing the work under the contract alongside experiencing significant financial difficulties during the calendar year 2023.
Despite receiving significant support from one of the Company’s customers, and the introduction of a new Chief Executive Officer and Chief Financial Officer in around October 2023, formally being appointed to the board in January 2024, the underlying issues in the business were not fully understood and consequently were not addressed.
Relationships with the key customer and with suppliers deteriorated further during the period between January and May 2024 and it became increasingly obvious that the business was insolvent on both balance sheet and cash flow tests.
Despite the difficult circumstances an offer was made to the previous directors and shareholder of the Company to acquire the entire issued share capital of the Company, also allowing an injection of substantial funds and thereby seeking to restore the solvency of the business.  In turn this helped provide a satisfactory solution to the Company's suppliers, customers and most importantly ensuring that the staff had continued employment.
The offer referred to above was rejected by the previous directors and shareholder.  In early May 2024, the shareholder then sold a majority stake in the business to a third party and put in place a £5 million loan facility.
Whilst at no time was any of the loan ever drawn a facility arrangement fee of £750,000 was agreed to by the previous directors.
 
Page 7

 
KW SPECIAL PROJECTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

In parallel, the Company’s main creditor became concerned about the ability to recover its monies given the concerning lack of liquidity in the business. Consequently, in around early May 2024, an application was filed by the creditor for the Company's solvency to be considered in Court and for an administrator to be appointed.  The hearing was scheduled for 24 May 2024.
During this time, the Company’s main creditor continued to encourage the Director and Shareholders to consummate a solvent solution for the reasons set out above.
On 24 May 2024, agreement was reached with the previous Directors and the Company’s shareholders and the entire issued share capital of KW Special Projects Limited was acquired by Hypercar Solutions Group Limited and the previous directors of the Company were removed from office.
Since the acquisition, KWSP has subsequently seen a significant injection of funds into the business to restore the solvency of the Company and the business. 
An intense turnaround exercise has also been underway since the transaction occurred to address the operational and financial challenges of the business.   This has enabled the business to be stabilised and for a strategic review to be undertaken by the Board.  The refocussing of the business is currently underway and it is expected that in November 2024 the business will have exited its showcar production activities.
As a consequence of these recovery actions and the commercial arrangements now in place with McLaren Automotive Limited the present Statutory Directors have every confidence that the Company now has a secure future with access to sufficient funding.
Following the filing of these accounts the Board will also seek to change the Company’s year end to 31 December 2024.

Auditor

The auditor, WR Partnerswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Mr A J S Burn
Director

Date: 20 November 2024

Page 8

 
KW SPECIAL PROJECTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF KW SPECIAL PROJECTS LIMITED
 

Qualified Audit Opinion


We have audited the financial statements of KW Special Projects Limited (the 'Company') for the year ended 31 March 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: 


give a true and fair view of the state of the Company's affairs as at 31 March 2024 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


We were not appointed as auditor of the Company until after 31 March 2023 and thus did not observe the counting of physical inventories at the end of that year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 March 2023 of £1,341,925. Consequently, we were unable to determine whether any adjustment to this amount at 31 March 2023 was necessary or whether there was any consequential effect on the cost of sales and therefore also reserves for the year ended 31 March 2024 which may be misstated for the same reasons.
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 United Kingdom, including the Financial Reporting Council'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 qualified opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' 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 directors with respect to going concern are described in the relevant sections of this report.


Page 9

 
KW SPECIAL PROJECTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF KW SPECIAL PROJECTS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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. 
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £1,341,925 held at 31 March 2023 we have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially mistated for the same reason.


Qualified opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section of our report, 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 Directors' report.
Arising solely from the limitation of scope of our work relating to the inventory, referred to above:
- we have not obtained all the information and explanations that we considered necessary for the purpose of        our audit; and 
- we were unable to determine whether adequate accounting records have been kept

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
- 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 directors' remuneration specified by law are not made.


Page 10

 
KW SPECIAL PROJECTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF KW SPECIAL PROJECTS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are 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 directors determine is 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 directors are 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 directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditor's 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 an Auditor's report 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Act (GDPR).
We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the Company's Financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved making enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in the preparation of the financial statements.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's report.

Page 11

 
KW SPECIAL PROJECTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF KW SPECIAL PROJECTS LIMITED (CONTINUED)



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 2006Our 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 an Auditor's report 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.





Andrew Malpass BA FCA (Senior statutory auditor)
  
for and on behalf of
WR Partners
 
Chartered Accountants
Statutory Auditors
  
Belmont House
Shrewsbury Business Park
Shrewsbury
Shropshire
SY2 6LG

20 November 2024
Page 12

 
KW SPECIAL PROJECTS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
  
6,095,875
4,655,099

Cost of sales
  
(7,042,733)
(5,440,217)

Gross loss
  
(946,858)
(785,118)

Administrative expenses
  
(4,464,265)
(3,685,045)

Exceptional administrative expenses
  
(72,956)
(3,557,538)

Operating loss
 4 
(5,484,079)
(8,027,701)

Interest payable and similar expenses
 7 
(20,872)
(7,346)

Loss before tax
  
(5,504,951)
(8,035,047)

Tax on loss
 8 
(27,468)
(108,193)

Loss for the financial year
  
(5,532,419)
(8,143,240)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(5,532,419)
(8,143,240)

The notes on pages 17 to 31 form part of these financial statements.

Page 13

 
KW SPECIAL PROJECTS LIMITED
REGISTERED NUMBER: 07935897

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
460,539
293,729

  
460,539
293,729

Current assets
  

Stocks
 12 
11,306,713
1,341,925

Debtors: amounts falling due within one year
 13 
462,160
1,900,517

Cash at bank and in hand
 14 
167,513
876,413

  
11,936,386
4,118,855

Creditors: amounts falling due within one year
 15 
(22,977,270)
(9,410,510)

Net current liabilities
  
 
 
(11,040,884)
 
 
(5,291,655)

Total assets less current liabilities
  
(10,580,345)
(4,997,926)

Creditors: amounts falling due after more than one year
 16 
(79,167)
(129,167)

  

Net liabilities
  
(10,659,512)
(5,127,093)


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
  
(10,659,612)
(5,127,193)

  
(10,659,512)
(5,127,093)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr A J S Burn
Director

Date: 20 November 2024

The notes on pages 17 to 31 form part of these financial statements.

Page 14

 
KW SPECIAL PROJECTS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2022 (as previously stated)
100
2,631,481
2,631,581

Prior year adjustment - correction of error
-
384,566
384,566


At 1 April 2022 (as restated)
100
3,016,047
3,016,147


Comprehensive income for the year

Loss for the year
-
(8,143,240)
(8,143,240)
Total comprehensive income for the year
-
(8,143,240)
(8,143,240)



At 1 April 2023
100
(5,127,193)
(5,127,093)


Comprehensive income for the year

Loss for the year
-
(5,532,419)
(5,532,419)
Total comprehensive income for the year
-
(5,532,419)
(5,532,419)


At 31 March 2024
100
(10,659,612)
(10,659,512)


The notes on pages 17 to 31 form part of these financial statements.

Page 15

 
KW SPECIAL PROJECTS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(5,532,419)
(8,143,240)

Adjustments for:

Depreciation of tangible assets
118,920
102,334

Interest paid
20,872
7,346

Taxation charge
27,468
108,193

(Increase) in stocks
(9,964,788)
(1,156,511)

Decrease in debtors
1,438,357
3,426,876

Increase in creditors
13,535,893
4,640,257

Corporation tax received/(paid)
37,532
(64,318)

Net cash generated from operating activities

(318,165)
(1,079,063)


Cash flows from investing activities

Purchase of tangible fixed assets
(285,730)
(201,787)

Net cash from investing activities

(285,730)
(201,787)

Cash flows from financing activities

Repayment of loans
(50,000)
(50,000)

Repayment of/new finance leases
(34,133)
82,487

Interest paid
(20,872)
(7,346)

Net cash used in financing activities
(105,005)
25,141

Net (decrease) in cash and cash equivalents
(708,900)
(1,255,709)

Cash and cash equivalents at beginning of year
876,413
2,132,122

Cash and cash equivalents at the end of year
167,513
876,413


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
167,513
876,413

167,513
876,413


The notes on pages 17 to 31 form part of these financial statements.

Page 16

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

The company is a private limited company limited by shares, registered in England and Wales. The address of the registered office is Unit 1130 Silverstone Park, Dadford Road, Silverstone, Towcester, NN12 8FU.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

Page 17

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.2

Going concern

The Directors have undertaken an exercise to review the appropriateness of the continued use of the Going Concern basis that underpins the preparation of the financial statements. This review considers the likely performance of the Company, with reference to the forecasts for the period to December 2025.
The key assumptions in the cash flow forecasts considered by the Directors are as follows: 
• the continued financial support of Hypercar Solutions Group Limited and McLaren Automotive    Limited; 
•  the advancement of the Company’s contracts with key customers and the ability to fulfil those    contracts in a timely manner to the required standards; 
• the ability of the Company to secure new contracts with key customers based on the current    positive discussions with stakeholders about the future direction of the business; and 
  
• the continued and sustained improvement to performance levels because of the intensive     turnaround activities in the Company since May 2024. 
Whilst relatively early days, the Company’s plans to strengthen the business and drive efficiencies is continuing, and the Directors are satisfied with the rate of progress and future direction of the business. 
In addition, at the time of the acquisition in May 2024, the Company entered into new funding arrangements with Hypercar Solutions Group Limited and McLaren Automotive Limited. The Directors are satisfied that because of these arrangements the Company has adequate funding available to it for the foreseeable future to support the current activities and future plans for the business. 
The Directors have also considered and applied the “reasonably severe but plausible” downside sensitivity of delays in orders from its key customers. 
The Directors also believe that the funding put into place at the time of the transaction, together with the stronger financial performance of the business is sufficient to meet the Company’s obligations under the reasonably severe but plausible downside scenario. 
Therefore, the Directors conclude that it is appropriate to continue to adopt the going concern principle in preparing the financial statements.

Page 18

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 19

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 20

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight line method and reducing balance basis.

Depreciation is provided on the following basis:

Long-term leasehold property
-
10% straight line
Plant and machinery
-
20% - 33% straight line
Fixtures and fittings
-
20% straight line
Equipment
-
33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 21

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the Circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. in the opinion of the Directors there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.


4.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
33,480
16,079


5.


Employees

2024
2023
£
£

Wages and salaries
2,280,184
1,657,447

Social security costs
244,218
187,039

Cost of defined contribution scheme
82,737
94,539

2,607,139
1,939,025


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
47
35

Page 22

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
187,747
34,549

187,747
34,549



7.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
20,872
7,346

20,872
7,346


8.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
27,468
63,243

Adjustments in respect of previous periods
-
44,950


27,468
108,193


Total current tax
27,468
108,193

Deferred tax

Total deferred tax
-
-


Tax on loss
27,468
108,193
Page 23

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(5,504,951)
(8,035,047)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(1,376,238)
(1,526,659)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
115

Capital allowances for year in excess of depreciation
(42,154)
38,480

Other timing differences leading to an increase (decrease) in taxation
(37,531)
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
64,318

Changes in provisions leading to an increase (decrease) in the tax charge
(2,954)
2,545

Irrecoverable S455 Tax
65,000
43,875

Unrelieved tax losses carried forward
1,421,345
1,485,519

Total tax charge for the year
27,468
108,193


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


9.


Dividends



During the year, payments of £200,000 (2023: £130,000) were made to the previous shareholders who were also the previous directors of the business. At the time of authorising the financial statements, the current Directors of the business consider that the payments were not supported by relevant information and the reserves were in deficit throughout the year ended 31 March 2024.
The payment made of £200,000 (2023: £130,000) have accordingly been treated as a loan to the previous shareholders of the business.
The current directors undertake to make no further distributions until such time as there are reserves available for that purpose.

Page 24

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Exceptional items

2024
2023
£
£


DMC Loan Account Write Off
-
2,100,000

DMC Loan Account Provision
72,956
1,457,538

72,956
3,557,538

Page 25

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

11.


Tangible fixed assets





Leasehold property improvements
Plant and machinery
Fixtures and fittings
Equipment
Total

£
£
£
£
£



Cost or valuation


At 1 April 2023
69,838
277,674
14,855
116,623
478,990


Additions
188,070
24,935
72,725
-
285,730



At 31 March 2024

257,908
302,609
87,580
116,623
764,720



Depreciation


At 1 April 2023
3,492
96,344
248
85,177
185,261


Charge for the year on owned assets
11,941
71,811
11,089
24,079
118,920



At 31 March 2024

15,433
168,155
11,337
109,256
304,181



Net book value



At 31 March 2024
242,475
134,454
76,243
7,367
460,539



At 31 March 2023
66,346
181,330
14,607
31,446
293,729

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
77,746
100,501

77,746
100,501

Page 26

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Stocks

2024
2023
£
£

Raw materials and consumables
5,784,568
1,341,925

Work in progress (goods to be sold)
5,522,145
-

11,306,713
1,341,925



13.


Debtors

2024
2023
£
£


Trade debtors
17,278
1,449,934

Other debtors
9,635
5,130

Prepayments and accrued income
352,680
362,886

Tax recoverable
82,567
82,567

462,160
1,900,517



14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
167,513
876,413

167,513
876,413


Page 27

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
50,000
50,000

Payments received on account
4,903,959
-

Trade creditors
3,251,633
989,134

Corporation tax
108,875
43,875

Other taxation and social security
462,001
340,427

Obligations under finance lease and hire purchase contracts
48,354
82,487

Other creditors
13,656,961
5,362,781

Accruals and deferred income
495,487
2,541,806

22,977,270
9,410,510



16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
79,167
129,167

79,167
129,167


Page 28

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
50,000
50,000


50,000
50,000

Amounts falling due 1-2 years

Bank loans
50,000
50,000


50,000
50,000

Amounts falling due 2-5 years

Bank loans
29,167
79,167


29,167
79,167


129,167
179,167



18.


Reserves

Profit and loss account

The profit and loss reserve represents the accumulated undistributed profits and losses since incorporation.


19.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £82,737 (2023 - £94,539). Contributions totalling £1,578 (2023 - £13,394) were payable to the fund at the balance sheet date and are included in creditors.

Page 29

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

20.


Commitments under operating leases

At 31 March 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
285,480
178,425

Later than 1 year and not later than 5 years
1,141,920
1,141,920

Later than 5 years
927,810
1,213,290

2,355,210
2,533,635


21.


Related party transactions

As noted in note 2.2 of these financial statements, the Company retains the financial support of McLaren Automotive Limited, a company who has significant influence over KW Special Projects Limited through the funding arrangements in place, which was entered into post year end, in May 2024.
During the year, the company entered into transactions with McLaren Automotive Limited with amounts outstanding at the year end. Details of these are provided below: 
Sales made during the year to McLaren Automotive Limited totalled £3,359,400  (2023: £nil). At the year end £nil (2023: £nil) was outstanding as trade debtors.
  
At the year end, £18,488,298  (2023: £7,596,127) was due to McLaren Automotive Limited and is shown in creditors due within one year. Included within the 2023 balance is deferred income of £2,296,118 which was released to the profit or loss account during 2024.  No expense was recognised during the year for any bad or doubtful debts.

During the year the Company incurred costs on behalf of Digital Manufacturing Centre Limited ("DMC"), a related party during the year ended 31 March 2024 due to being under common ownership. 
At the end of the 2023 reporting period the loan balance owed by DMC was £3,557,538. £2.1m of the outstanding debtor balance had been written off as a result of the terms of the post balance sheet purchase of the entire issued share capital of the company by Hypercar Solutions Group Limited (refer to note 22) and the remaining £1.46m was been provided for. 
At the end of the 2024 reporting period the loan balance owed by DMC is £1,530,494 (2023: 3,557,538). This balance is fully provided for at the balance sheet date. 
As disclosed in note 9, during the year, loans were made to the previous Directors of £200,000 (£130,000). These loan balances have been provided for in full with £Nil outstanding.

Page 30

 
KW SPECIAL PROJECTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

22.


Post balance sheet events

On 24 May 2024, agreement was reached with the Directors and the Company’s shareholder and at 14.00hrs the entire issued share capital of KW Special Projects Limited was acquired by Hypercar Solutions Group Limited and the directors of KWSP were removed from office. 
Further post balance sheet events have been disclosed within the Directors' Report. 


23.


Controlling party

At the balance sheet date the Company was under control of the previous Director and Shareholder Mr K Salter.
As disclosed in Note 22 Post balance sheet events, on the 24 May 2024 the entire share capital of the company was acquired by Hypercar Solutions Group Limited which is the controlling party at the date the financial statements were authorised. 

 
Page 31