IRIS Accounts Production v24.3.0.553 14899100 Board of Directors 31.3.24 1.4.23 31.3.24 31.3.24 The principal activities of the Company and its subsidiaries (together "the Group") in the year under review was that of the provision of administration services for small self-administered pension schemes ("SSAS"), actuarial services, commercial property and corporate legal services and bespoke corporate and personal tax services. true true true false true true false false false false false false false false false false false false false false true false Ordinary 0 Ordinary A 0 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REGISTERED NUMBER: 14899100 (England and Wales)






























GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

FOR

WBR GROUP HOLDINGS LTD

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


WBR GROUP HOLDINGS LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2024







DIRECTORS: Mr JM Gain
Mr L Harding-Cox
Mr RN Leanders
Mr TP Moore
Mr DK Santaney
Mr MJ Tilley



REGISTERED OFFICE: 5a Dominus Way
Meridian Business Park
Leicester
LE19 1RP



REGISTERED NUMBER: 14899100 (England and Wales)



SENIOR STATUTORY AUDITOR: Mr Andrew Turner FCA FMAAT



AUDITORS: Mark J Rees LLP Chartered Accountants
and Statutory Auditors
Granville Hall
Granville Road
Leicester
LE1 7RU

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024


The directors present their strategic report of the company and the group for the year ended 31 March 2024.

The directors present their strategic report for the year ended 31 March 2024.

The principal activities of the Company and its subsidiaries (together "the Group") in the year under review was that of the provision of administration services for small self-administered pension schemes ("SSAS"), actuarial services, commercial property and corporate legal services and bespoke corporate and personal tax services.

REVIEW OF BUSINESS
The directors consider that the results for the year are satisfactory and that the group will continue to trade profitably for the foreseeable future.

PRINCIPAL RISKS AND UNCERTAINTIES
The directors have identified the main business risks as follows:

UK government policies
The UK government continues to keep under review the tax policies relating to pensions and could implement policies which could reduce the advantages of setting up and running a small self-administered pension scheme.

IT Security
The directors continue to invest in IT infrastructure, both hardware and software, to ensure that our IT security remains as robust as possible. In the year under review the business attained the cyber essentials plus (verified) and IASME level one certifications, and are currently working towards the IASME verified gold standard certification.

Competition
The directors feel that the group is well placed to compete effectively in the target environment. The directors further feel that the service offering is unique with no other provider bringing together the suite of services that the group has, including actuarial, tax and law, all of which are delivered to the highest possible standards of professionalism, empathy, excellence and respect - our key values.

With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen events outside of our control.


WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

FINANCIAL KEY PERFORMANCE INDICATORS
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross profit margin, operating profit margin, net profit and net assets/(liabilities).

The turnover for the year grew significantly to £13,518,000 (2023 - £3,943,000) driven predominantly by 2024 representing a full 12-months of trading of businesses acquired in the prior year, including the SSAS pension book of Rowanmoor Executive Pensions Limited and Bespoke Corporate Pensions Limited, as well as the continued organic growth of the Group.

Gross profit % increased to 67.5% (2023 - 57.2%) and operating profit % increased to 18.2% (2023 - 5.2% loss) as a result of increase in the scale of the business from acquisition activity noted above, as well as ongoing efficiency and margin improvement initiatives. Consequently, the profit for the year also increased to £1,653,000 (2023 - £364,000 loss).

The Group's balance sheet position as at the year-end showed considerable recovery, with net liabilities at the year-end reducing to £313,000 (2023 - £1,355,000) from the retention of profits in the Group.


KPI's £    2024 2023
Turnover 13,518 3,943
Gross Profit % 67.5% 57.2%
Operating Profit % 18.2% (5.2%)
Net Profit 1,653 (364)
Net Assets (313) (1,355)

GROUP RESTRUCTURE AND BASIS OF PREPARATION
A group restructure was undertaken on 28 March 2024 which resulted in WBR Group Holdings Limited being established as the new ultimate parent company and a flattened group structure. No change in shareholders or control occurred during the restructure.

The merger accounting method has been applied to the consolidation of the restructured Group, and as such the results and cashflows of the combining entities have been brought into the accounts from the beginning of the financial year and comparatives have been restated as if the restructured group had been in existence for the whole of the current and comparative year. Further information is included in Note 1.

ON BEHALF OF THE BOARD:





Mr RN Leanders - Director


8 October 2024

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024


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

DIVIDENDS
The total distribution of dividends for the year ended 31 March 2024 will be £ 526,500 .

DIRECTORS
The directors who have held office during the period from 1 April 2023 to the date of this report are as follows:

Mr JM Gain - appointed 27 March 2024
Mr L Harding-Cox - appointed 29 May 2023
Mr RN Leanders - appointed 27 June 2023
Mr TP Moore - appointed 29 May 2023
Mr DK Santaney - appointed 27 June 2023
Mr MJ Tilley - appointed 27 June 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director 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 group's auditors are aware of that information.

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MARCH 2024


AUDITORS
The auditors, Mark J Rees LLP Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr RN Leanders - Director


8 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WBR GROUP HOLDINGS LTD


Opinion
We have audited the financial statements of WBR Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2024 and of the group's profit 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 group 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 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 group's and the parent 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.

Key audit matters
A group restructuring was undertaken during the year as disclosed in Note 1 of the accounts. WBR Group Holdings Limited was established as the new ultimate parent company and the existing vertical group structure was converted into a horizontal one.

In accounting for the restructure and preparing these consolidated accounts the directors have applied the merger accounting method. The results and cashflows of the combining entities have been brought into the accounts from the beginning of the financial year in which the combination occurred. The comparatives have been restated to combine the results of the combining entities for the previous period. These consolidated financial statements have been prepared as if the restructured group had been in existence for the whole of the current and comparative year.

We have considered the appropriateness of the use of the merger accounting approach and the resulting consolidated position for both the current and prior period. We found the approach and the results to be reasonable, present a true and fair reflection of the financial position of the Group and be in accordance with paragraphs 19.27 to 19.33 of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WBR GROUP HOLDINGS LTD


Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WBR GROUP HOLDINGS LTD


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:

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISA's (UK).

We obtained an understanding of the legal and regulatory frameworks applicable to the Group and industries in which it operates through our general commercial experience. We determined that the following laws and regulations were most significant: FRS 102, Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect in the determination of the amounts and disclosures in the financial statements such as health and safety and employee related matters.

We enquired of management concerning the Groups policies and procedures relating to:

- the identification and compliance with laws and regulations

- the detection and response to the risks of fraud

- the internal controls inherent within the group to mitigate fraud risk and non-compliance to laws and regulations.

We enquired of management, whether they were aware of any instance of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

We communicated relevant laws and regulations and potential areas of fraud to all audit team members including the potential for fraud in revenue recognition through the manipulation of costs. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance, revenue recognition and significant one-off or unusual transactions.

Our audit procedures were designed to respond in particular to these identified risks (including non compliance with laws and regulations and fraud).

Our audit procedures included but were not limited to:

-A review of a sample of trade debtors to verify the existence and valuation of debtor balances by agreeing to after date cash received and circularisations, where relevant.

- A review of turnover was undertaken, testing the different types of turnover as follows: a sample of annual and adhoc fees received in the year were traced to sales invoices to ensure these were correctly recorded in revenue and a detailed proof in total was carried out on the bank commission received in the year to test sales completeness.

- A review of laws and regulations the company is subject to, followed by compliance checks and discussion with management to ensure no instances of non compliance.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
WBR GROUP HOLDINGS LTD


- Identifying and testing journal entries, on a sample basis, to review for potential management bias or manipulation of revenue recognition.

We did not identify any matters during the course of our work that indicated non-compliance with laws and regulations or relating to fraud.

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.

Other Matter - Unaudited Comparative Information
We draw your attention to the comparative information presented in the financial statements for the year ended 31 March 2023. The corresponding figures for the prior year have not been audited. Therefore, we express no opinion on the accuracy or completeness of these unaudited amounts.

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.




Mr Andrew Turner FCA FMAAT (Senior Statutory Auditor)
for and on behalf of Mark J Rees LLP Chartered Accountants
and Statutory Auditors
Granville Hall
Granville Road
Leicester
LE1 7RU

11 October 2024

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   

TURNOVER 4 13,518,143 3,942,628

Cost of sales 4,397,344 1,687,829
GROSS PROFIT 9,120,799 2,254,799

Administrative expenses 6,657,490 2,460,178
OPERATING PROFIT/(LOSS) 6 2,463,309 (205,379 )

Interest receivable and similar income 17,524 -
2,480,833 (205,379 )

Interest payable and similar expenses 8 347,801 169,955
PROFIT/(LOSS) BEFORE TAXATION 2,133,032 (375,334 )

Tax on profit/(loss) 9 480,001 (11,649 )
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

1,653,031

(363,685

)
Profit/(loss) attributable to:
Owners of the parent 1,653,031 (363,685 )

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 1,653,031 (363,685 )


OTHER COMPREHENSIVE INCOME
Restatement (19,605 ) -
Group restructure (65,079 ) -
Income tax relating to components of other
comprehensive income

-

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

(84,684

)

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,568,347

(363,685

)

Total comprehensive income attributable to:
Owners of the parent 1,568,347 (363,685 )

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

CONSOLIDATED BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 4,745,417 5,053,225
Tangible assets 13 113,802 92,712
Investments 14 - -
4,859,219 5,145,937

CURRENT ASSETS
Debtors 15 2,359,828 2,452,532
Cash at bank and in hand 1,371,178 789,501
3,731,006 3,242,033
CREDITORS
Amounts falling due within one year 16 6,365,511 5,671,425
NET CURRENT LIABILITIES (2,634,505 ) (2,429,392 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,224,714

2,716,545

CREDITORS
Amounts falling due after more than one year 17 (2,478,583 ) (4,071,395 )

PROVISIONS FOR LIABILITIES 19 (59,373 ) (239 )
NET LIABILITIES (313,242 ) (1,355,089 )

CAPITAL AND RESERVES
Called up share capital 20 124 124
Other reserves 21 1,328,363 1,413,047
Retained earnings 21 (1,641,729 ) (2,768,260 )
SHAREHOLDERS' FUNDS (313,242 ) (1,355,089 )

The financial statements were approved by the Board of Directors and authorised for issue on 8 October 2024 and were signed on its behalf by:





Mr RN Leanders - Director


WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

COMPANY BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 3,050,229 -
3,050,229 -

CURRENT ASSETS
Debtors 15 981,147 -

CREDITORS
Amounts falling due within one year 16 1,875,002 -
NET CURRENT LIABILITIES (893,855 ) -
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,156,374

-

CREDITORS
Amounts falling due after more than one year 17 2,156,250 -
NET ASSETS 124 -

CAPITAL AND RESERVES
Called up share capital 20 124 -
SHAREHOLDERS' FUNDS 124 -

Company's profit for the financial year - -

The financial statements were approved by the Board of Directors and authorised for issue on 8 October 2024 and were signed on its behalf by:





Mr RN Leanders - Director


WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

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

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 April 2022 120 (2,149,575 ) 1,413,047 (736,408 )

Changes in equity
Issue of share capital 4 - - 4
Dividends - (255,000 ) - (255,000 )
Total comprehensive income - (363,685 ) - (363,685 )
Balance at 31 March 2023 124 (2,768,260 ) 1,413,047 (1,355,089 )

Changes in equity
Dividends - (526,500 ) - (526,500 )
Total comprehensive income - 1,653,031 (84,684 ) 1,568,347
Balance at 31 March 2024 124 (1,641,729 ) 1,328,363 (313,242 )

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

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

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Balance at 31 March 2023 - - -

Changes in equity
Issue of share capital 124 - 124
Balance at 31 March 2024 124 - 124

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 2,128,957 3,789,499
Interest paid (347,801 ) (169,955 )
Tax paid - (1,608 )
Net cash from operating activities 1,781,156 3,617,936

Cash flows from investing activities
Purchase of intangible fixed assets - (5,427,553 )
Purchase of tangible fixed assets (55,598 ) (68,324 )
Interest received 17,524 -
Net cash from investing activities (38,074 ) (5,495,877 )

Cash flows from financing activities
New loans in year 352,000 3,492,729
Loan repayments in year (994,812 ) (794,437 )
Amount introduced by directors 8,787 22,367
Amount withdrawn by directors (880 ) -
Share issue - 4
Equity dividends paid (526,500 ) (255,000 )
Net cash from financing activities (1,161,405 ) 2,465,663

Increase in cash and cash equivalents 581,677 587,722
Cash and cash equivalents at beginning of
year

2

789,501

201,779

Cash and cash equivalents at end of year 2 1,371,178 789,501

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024


1. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
Profit/(loss) before taxation 2,133,032 (375,334 )
Depreciation charges 342,316 325,946
Loss on disposal of fixed assets - 2,137
Finance costs 347,801 169,955
Finance income (17,524 ) -
2,805,625 122,704
Decrease/(increase) in trade and other debtors 92,704 (1,180,343 )
(Decrease)/increase in trade and other creditors (769,372 ) 4,847,138
Cash generated from operations 2,128,957 3,789,499

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 1,371,178 789,501
Year ended 31 March 2023
31.3.23 1.4.22
£    £   
Cash and cash equivalents 789,501 201,779


WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.4.23 Cash flow At 31.3.24
£    £    £   
Net cash
Cash at bank and in hand 789,501 581,677 1,371,178
789,501 581,677 1,371,178
Debt
Debts falling due within 1 year (921,333 ) 425,000 (496,333 )
Debts falling due after 1 year (2,696,395 ) 217,812 (2,478,583 )
(3,617,728 ) 642,812 (2,974,916 )
Total (2,828,227 ) 1,224,489 (1,603,738 )

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024


1. GROUP RESTRUCTURE

A group restructure was undertaken on 28 March 2024. WBR Group Holdings Limited was established as the new ultimate parent company and the existing vertical group structure was converted into a horizontal one.

WBR Group Holdings Limited took control of the Group through a share for share exchange with the existing shareholders of WBR Group Limited. A full list of subsidiaries included within the Group can be found in Note 14.

No change in shareholders or control has occurred during the restructure and the rights of each equity holder remains unchanged. There are no minority interests in any of the subsidiaries, as all are 100% owned by WBR Group Holdings Ltd.

The directors have opted to apply the merger accounting method to the consolidation of the restructured Group. As such the assets and liabilities of the acquired entities have not been restated to fair value. The results and cashflows of the combining entities have been brought into the accounts from the beginning of the financial year in which the combination occurred. The comparatives have been restated to combine the results of the combining entities for the previous period. These consolidated financial statements have been prepared as if the restructured group had been in existence for the whole of the current and comparative year.

Historic acquisitions have been accounted for under the purchase method with the assets and liabilities acquired being restated to fair value and the difference between the net assets acquired and the consideration paid being accounted for as Goodwill.

2. STATUTORY INFORMATION

WBR Group Holdings Ltd 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 General Information page.

3. ACCOUNTING POLICIES

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

Basis of consolidation
These consolidated financial statements incorporate the financial statements of the company and its wholly-owned subsidiaries. All intragroup transactions, balances, income and expenses are eliminated.

On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

Goodwill arising on consolidation, representing the excess of the fair values of the consideration given over the fair values of the identifiable net assets acquired, is capitalised and amortised on a straight line basis over its estimated useful life of ten years.

The restructuring of the group, which occurred on 28 March 2024, has been accounted for using the merger accounting approach. Further details of the restructuring and the accounting treatment can be found in Note 1.

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


3. ACCOUNTING POLICIES - continued

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Management and administration

Annual fee income is invoiced at the start of the year and recorded in accrued income. 20% to 30% of the income is recognised in the first month, when the administrative costs are greater. Subsequently the residual income is released equally throughout the year.

One off transactions or ad hoc administrative fees are recognised at the completion of the transaction.

Commission income is recognised at the point the group is entitled to it.


Legal services

Income in relation to legal services is recognised as the work is undertaken. Relevant chargeable time is recorded as work in progress and the associated income recognised. Invoices are raised at the completion of the work, or at relevant stages during the work. Work in progress is released to the profit and loss account as it is matched against the invoices.


Taxation and Trustee services

Taxation and trustee services income is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

To the extent that fees are recognised in advance of billing they are included as accrued income.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of twenty years.

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.

Computer software is being amortised evenly over its estimated useful life of four years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 10% on cost
Fixtures and fittings - 33% on cost, 20% on cost and 15% on reducing balance
Motor vehicles - 20% on reducing balance
Computer equipment - 33% on cost, 33% on cost, 25% on cost and Straight line over 4 years


WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


3. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

4. TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Administration & management 11,205,128 1,277,761
Legal services 114,048 -
Taxation services 823,038 889,202
Trustee services 1,375,929 1,775,665
13,518,143 3,942,628

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


5. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 5,679,018 1,950,125
Social security costs 526,914 181,298
Other pension costs 1,038,391 332,458
7,244,323 2,463,881

The average number of employees during the year was as follows:
2024 2023

Actuarial 6 1
Directors 5 5
Law 5 -
SSAS 107 40
Trustee Consultants 3 -
Sales & Marketing 3 1
Tax 8 5
Group 17 4
154 56

2024 2023
£    £   
Directors' remuneration 332,682 135,767
Directors' pension contributions to money purchase schemes 398,945 224,007

Information regarding the highest paid director for the year ended 31 March 2024 is as follows:
2024
£   
Emoluments etc 98,400
Pension contributions to money purchase schemes 63,341

6. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024 2023
£    £   
Other operating leases 393 471
Depreciation - owned assets 34,508 21,230
Loss on disposal of fixed assets - 2,137
Goodwill amortisation 304,280 304,032
Computer software amortisation 3,528 3,528

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


7. EXCEPTIONAL ITEMS
2024 2023
£    £   
Exceptional items - (21,000 )

In the year ended 31 March 2023 there was an exception item in relation to the write off of a loan.

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest 64 -
Bank loan interest 9,629 8,723
Other loan interest 338,108 161,232
347,801 169,955

9. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 480,080 -
Prior year
UK corporation tax - (11,888 )
Total current tax 480,080 (11,888 )

Deferred taxation (79 ) 239
Tax on profit/(loss) 480,001 (11,649 )

UK corporation tax has been charged at 25 % (2023 - 25 %).

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


9. TAXATION - continued

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit/(loss) before tax 2,133,032 (375,334 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25
% (2023 - 25 %)

533,258

(93,834

)

Effects of:
Expenses not deductible for tax purposes 7,953 24,291
Depreciation in excess of capital allowances 78,819 62,963
Utilisation of tax losses (140,029 ) (2,424 )
Adjustments to tax charge in respect of previous periods - (11,888 )
Losses carried forward - 9,243
Total tax charge/(credit) 480,001 (11,649 )

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Restatement (19,605 ) - (19,605 )
Group restructure (65,079 ) - (65,079 )
(84,684 ) - (84,684 )

10. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


11. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £0.01 each
Interim 526,500 255,000

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


12. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 April 2023
and 31 March 2024 5,330,863 14,112 5,344,975
AMORTISATION
At 1 April 2023 284,694 7,056 291,750
Amortisation for year 304,280 3,528 307,808
At 31 March 2024 588,974 10,584 599,558
NET BOOK VALUE
At 31 March 2024 4,741,889 3,528 4,745,417
At 31 March 2023 5,046,169 7,056 5,053,225

13. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to and Motor Computer
property fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 April 2023 4,779 95,314 - 84,126 184,219
Additions - 9,958 26,000 19,640 55,598
At 31 March 2024 4,779 105,272 26,000 103,766 239,817
DEPRECIATION
At 1 April 2023 547 32,955 - 58,005 91,507
Charge for year 483 14,844 433 18,748 34,508
At 31 March 2024 1,030 47,799 433 76,753 126,015
NET BOOK VALUE
At 31 March 2024 3,749 57,473 25,567 27,013 113,802
At 31 March 2023 4,232 62,359 - 26,121 92,712

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


14. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
Additions 3,050,229
At 31 March 2024 3,050,229
NET BOOK VALUE
At 31 March 2024 3,050,229

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

WBR Group Limited
Registered office: 5a Dominus Way, Meridian Business park, Leicester, LE19 1RP
Nature of business: SSAS management
%
Class of shares: holding
Ordinary 100.00
Ordinary A 100.00
2024 2023
£    £   
Aggregate capital and reserves 3,147,593 555
Profit for the year 3,673,538 255,318

WBR Pension Administration Limited
Registered office: 5a Dominus Way, Meridian Business park, Leicester, LE19 1RP
Nature of business: Pension management
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (1,767,367 ) (1,745,207 )
Loss for the year (22,060 ) (916,631 )

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


14. FIXED ASSET INVESTMENTS - continued

WBR Tax Limited
Registered office: 5a Dominus Way, Meridian Business park, Leicester, LE19 1RP
Nature of business: Taxation services
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 118,835 365,401
(Loss)/profit for the year (246,566 ) 343,125

WBR Law Limited
Registered office: 5a Dominus Way, Meridian Business park, Leicester, LE19 1RP
Nature of business: Legal services
%
Class of shares: holding
Ordinary 100.00
2024
£   
Aggregate capital and reserves (183,412 )
Loss for the year (183,512 )

Bespoke Corporate Pensions Ltd
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Pension management
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 31,250 51,816
Loss for the year (20,556 ) -

Santhouse Pensioneer Trustees Company Limited(The)
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Trustee services
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1,219,676 1,418,458
(Loss)/profit for the year (179,177 ) 4,554

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


14. FIXED ASSET INVESTMENTS - continued

WBR Trustees Limited
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1 1

WBR Scheme Administration Limited
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 2 2

Union Pensions Trustees (London) Limited
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves (148 ) (148 )

Sealgrove Trustees Limited
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 100 100

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


14. FIXED ASSET INVESTMENTS - continued

Bespoke Corporate Trustees Limited
Registered office: 5a Dominus Way, Meridian Business Park, Leicester, LE19 1RP
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
2024 2023
£    £   
Aggregate capital and reserves 1 1


As at the date of the approval of these accounts, the Group has agreed to exempt the three companies, Bespoke Corporate Pensions Limited (Company number 07463815), Santhouse Pensioneer Trustee Company Limited (The) (Company number 01670940) and WBR Pension Administration Limited (Company number 12769850) from the provisions of the Companies Act relating to the audit of individual accounts by virtue of section 479A in respect of the financial year ending 31 March 2024.

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 2,375,100 1,932,331 - -
Bad debt provision (560,466 ) - - -
Amounts owed by group undertakings - - 981,147 -
Amounts recoverable on contract 27,550 - - -
Other debtors 39,860 11,341 - -
Prepayments and accrued income 477,784 508,860 - -
2,359,828 2,452,532 981,147 -

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 18) 33,333 33,333 - -
Other loans (see note 18) 463,000 888,000 375,000 -
Trade creditors 328,524 186,332 - -
Amounts owed to group undertakings - - 1,500,002 -
Taxation 480,080 - - -
Paye/Ni payable 155,825 187,187 - -
VAT 407,602 253,538 - -
Other creditors 2,108,918 1,860,976 - -
Directors' current accounts 24,909 17,002 - -
Accruals and deferred income 2,363,320 2,245,057 - -
6,365,511 5,671,425 1,875,002 -

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 18) 58,333 91,666 - -
Other loans (see note 18) 2,420,250 2,604,729 2,156,250 -
Other creditors - 1,375,000 - -
2,478,583 4,071,395 2,156,250 -

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


18. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans - less than 1 yr 33,333 33,333 - -
Other loans - less than 1 yr 463,000 888,000 375,000 -
496,333 921,333 375,000 -
Amounts falling due between one and two years:
Bank loans - 1-2 years 33,333 33,333 - -
Other loans - 1-2 years 463,000 888,000 375,000 -
496,333 921,333 375,000 -
Amounts falling due between two and five years:
Bank loans - 2-5 years 25,000 58,333 - -
Other loans - 2-5 years 1,957,250 1,716,729 1,781,250 -
1,982,250 1,775,062 1,781,250 -

19. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred taxation 160 239

Other provisions 59,213 -

Aggregate amounts 59,373 239

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


19. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 April 2023 239
Utilised during year (79 )
Balance at 31 March 2024 160

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
12,000 Ordinary £0.01 120 120
363 Ordinary A £0.01 4 4
124 124

The following shares were allotted and fully paid at par during the year within WBR Group Holdings Limited:

12,00 Ordinary shares of £0.01 each
363 Ordinary A shares of £0.01 each

These shares were issued, in a share for share exchange, to the existing shareholders of WBR Group Limited as part of the Group restructuring undertaken in the year.

The holders of the Ordinary shares have full rights regarding voting, payment of dividends and on return of capital. Ordinary shares are not redeemable.

The holders of A Ordinary shares do not have the right to vote or receive dividends. Each A Ordinary share ranks pari passu in respect of capital distributions (including a winding up). The A Ordinary shares are not redeemable.

WBR GROUP HOLDINGS LTD (REGISTERED NUMBER: 14899100)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


21. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 1 April 2023 (2,768,260 ) 1,413,047 (1,355,213 )
Profit for the year 1,653,031 1,653,031
Dividends (526,500 ) (526,500 )
Restatement - (19,605 ) (19,605 )
Group restructure - (65,079 ) (65,079 )
At 31 March 2024 (1,641,729 ) 1,328,363 (313,366 )

Company
Retained
earnings
£   

Profit for the year -
At 31 March 2024 -