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Registration number: 13199193

Prepared for the registrar

IR35 Manager Limited

Annual Report and Financial Statements

for the Year Ended 31 March 2024

 

IR35 Manager Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 7

 

IR35 Manager Limited

Company Information

Directors

J R Banister

A M Jones

C A Stoner

C H Moore (resigned 31 March 2024)

S S James (resigned 13 October 2023)

S D R Quli (appointed 31 March 2024)

Registered office

Jessop House
Jessop Avenue
Cheltenham
GL50 3WG

Bankers

Santander UK plc
Bridle Road
Merseyside
L30 4GB

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

IR35 Manager Limited

(Registration number: 13199193)
Balance Sheet as at 31 March 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

5

56,810

-

Current assets

 

Debtors

6

206,380

177,814

Cash at bank and in hand

 

345,284

95,071

 

551,664

272,885

Creditors: Amounts falling due within one year

7

(394,154)

(176,798)

Net current assets

 

157,510

96,087

Net assets

 

214,320

96,087

Capital and reserves

 

Called up share capital

8

1

1

Profit and loss account

214,319

96,086

Shareholders' funds

 

214,320

96,087

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 27 November 2024 and signed on its behalf by:
 


J R Banister
Director

 

IR35 Manager Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Jessop House
Jessop Avenue
Cheltenham
GL50 3WG

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Going concern

The company is a member of a group that is majority owned and controlled by Wiggin LLP. The members of Wiggin LLP have prepared an assessment, in line with forecasts made, on the going concern of the group as a whole. After reviewing the group’s forecasts and projections, the members 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.

A letter of support has been issued by Wiggin LLP to the company to confirm that it will continue to provide financial support for at least 12 months from the date of this report. The directors are therefore satisfied that the company remains a going concern for the appropriate period of assessment.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

 

IR35 Manager Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account.

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

Intangible assets

Governance and compliance support tools development costs have been capitalised and are shown at historic cost.

The tool development costs have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Development costs

Amortisation, at 20% straight line, will start once the asset has been fully developed

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

 

IR35 Manager Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

IR35 Manager Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 8 (2023 - 8).

 

4

Taxation

Tax charged in the profit and loss account

2024
 £

2023
 £

Current taxation

UK corporation tax

24,985

22,856

 

5

Intangible assets

Development costs
 £

Cost

Additions

56,810

At 31 March 2024

56,810

Carrying amount

At 31 March 2024

56,810

At 31 March 2023

-

 

6

Debtors

2024
 £

2023
 £

Trade debtors

192,312

38,876

Amounts owed by related parties

-

104,998

Other debtors

10,738

31,497

Prepayments

3,330

2,443

 

206,380

177,814

 

7

Creditors

2024
 £

2023
 £

Due within one year

Trade creditors

39,934

1,493

Amounts due to related parties

197,668

119,431

Social security and other taxes

33,640

1,689

Outstanding defined contribution pension costs

450

353

Accrued expenses

20,274

7,080

Corporation tax liability

25,187

22,856

Deferred income

77,001

23,896

394,154

176,798

 

IR35 Manager Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

 

8

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary shares of £1 each

1

1

1

1

         
 

9

Related party transactions

Summary of transactions with parent

Wiggin LLP
An LLP which holds 100% of the share capital of Wiggin Holdings Limited which, in turn, owns 100% of the share capital of IR35 Manager Limited.
The company has taken advantage of the exemption from the requirement under FRS 102 Section 33.1, to disclose transactions with Wiggin LLP.

 

Summary of transactions with other related parties

During the year, IR35 Manager Limited received services of £197,667 (2023 - £nil) from Litmus Technology Limited, a company owned by some of the members of Wiggin LLP, of which £56,810 was capitalised (2023 - £nil). At the year end, £197,667 (2023 - £nil) was owed to Litmus Technology Limited.

 

10

Controlling party

The immediate controlling party (by way of shareholding) is Wiggin Holdings Limited, a company incorporated in England and Wales.

The largest undertaking in which the results of the company are consolidated is Wiggin LLP. Copies of the consolidated financial statements of Wiggin LLP are available from Companies House.

The members of Wiggin LLP are the ultimate controlling party by virtue of their controlling interest in the limited liability partnership.

 

11

Non adjusting events after the financial period

On 19 April 2024, IR35 Manager Limited was sold to Litmus Technology Limited for consideration of £170,000.

 

12

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 28 November 2024 was Ian Johnson, who signed for and on behalf of Hazlewoods LLP.