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Registered number: 7884258










WP SECURED LIMITED








UNAUDITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024



 
WP SECURED LIMITED
 

COMPANY INFORMATION


DIRECTORS
David Pears 
Mark Pears 
Sir Trevor Pears CMG 
WPG Registrars Limited 




COMPANY SECRETARY
William Bennett



REGISTERED NUMBER
7884258



REGISTERED OFFICE
12th Floor Aldgate Tower
2 Leman Street

London

E1W 9US





 
WP SECURED LIMITED
 

CONTENTS



Page
Directors' report
1
Statement of comprehensive income
2
Statement of financial position
3
Statement of changes in equity
4
Notes to the financial statements
5 - 11


 
WP SECURED LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

PRINCIPAL ACTIVITY

The principal activity of the company is to act as a holding company. 

DIRECTORS

The directors who served during the year were:

David Pears 
Mark Pears 
Sir Trevor Pears CMG 
WPG Registrars Limited 

WPG Registrars Limited resigned as a director on 25 January 2024 and was reappointed on 15 November 2024. 

SMALL COMPANIES NOTE

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 5 February 2025 and signed on its behalf.
 





William Bennett
Secretary

Page 1

 
WP SECURED LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£
£

  

Administrative expenses
  
(17,219)
(8,880)

OPERATING LOSS
  
(17,219)
(8,880)

Income from fixed assets investments
  
15,358,881
-

Amounts written off investments
 7 
(16,937,104)
(6,828,300)

Interest receivable and similar income
  
119,970
2,451

Interest payable and similar expenses
 5 
(678,990)
(1,491,449)

LOSS BEFORE TAX
  
(2,154,462)
(8,326,178)

Tax on loss
 6 
-
-

LOSS FOR THE FINANCIAL YEAR
  
(2,154,462)
(8,326,178)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
  
(2,154,462)
(8,326,178)

The notes on pages 5 to 11 form part of these financial statements.

Page 2

 
WP SECURED LIMITED
REGISTERED NUMBER: 7884258

STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Investments
 7 
3,884,400
20,821,504

  
3,884,400
20,821,504

CURRENT ASSETS
  

Cash at bank and in hand
  
80,868
175,765

  
80,868
175,765

Creditors: amounts falling due within one year
 8 
(179,391)
(8,151,966)

NET CURRENT LIABILITIES
  
 
 
(98,523)
 
 
(7,976,201)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
3,785,877
12,845,303

Creditors: amounts falling due after more than one year
 9 
(5,299,018)
(29,828,982)

  

NET LIABILITIES
  
(1,513,141)
(16,983,679)


CAPITAL AND RESERVES
  

Called up share capital 
  
1,000
1,000

Profit and loss account
  
(1,514,141)
(16,984,679)

EQUITY DEFICIT
  
(1,513,141)
(16,983,679)


The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 February 2025.




Mark Pears
Director

The notes on pages 5 to 11 form part of these financial statements.

Page 3

 
WP SECURED LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 October 2023
1,000
(16,984,679)
(16,983,679)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(2,154,462)
(2,154,462)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
(2,154,462)
(2,154,462)

Preference share capital reduction
-
17,625,000
17,625,000


AT 30 SEPTEMBER 2024
1,000
(1,514,141)
(1,513,141)



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 October 2022
1,000
(8,658,501)
(8,657,501)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(8,326,178)
(8,326,178)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
(8,326,178)
(8,326,178)


AT 30 SEPTEMBER 2023
1,000
(16,984,679)
(16,983,679)


The notes on pages 5 to 11 form part of these financial statements.

Page 4

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


GENERAL INFORMATION

WP Secured Limited is a private company limited by shares incorporated in England and Wales. The registered office address is 12th Floor Aldgate Tower, 2 Leman Street, London, E1W 9US. The principal place of business is Haskell House, 152 West End Lane, London, NW6 1SD.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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.

The company's functional and presentational currency is GBP and rounded to the nearest £1.

The following principal accounting policies have been applied:

 
2.2

GOING CONCERN

The financial statements have been prepared on a going concern basis even though the company has net current liabilities of £98,523 (2023 - £7,976,201) and net liabilities of £1,513,141 (2023 - £16,983,679). The validity of the going concern concept is dependent on the continuing support from creditors. The directors believe that the going concern concept is applicable as the company will be able to meet its debts as and when they fall due, as they are confident that the principal creditors will continue to provide support as required for a period of at least 12 months from the date of approval of the financial statements.

 
2.3

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.

 
2.4

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.5

ASSOCIATES AND JOINT VENTURES

Associates and Joint Ventures are held at cost less impairment.

Page 5

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.6

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.

 
2.7

CREDITORS

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

 
2.8

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying
Page 6

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.8
FINANCIAL INSTRUMENTS (CONTINUED)

amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 7

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.9

DIVIDENDS

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.


3.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
-
5,880

4.


EMPLOYEES




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


        2024
        2023
            No.
            No.







Directors
3
3


5.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Share capital treated as debt
678,990
1,491,449

678,990
1,491,449


6.


TAXATION


2024
2023
£
£



TOTAL CURRENT TAX
-
-
Page 8

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
 
6.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -22%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,154,462)
(8,326,178)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -22%)
(538,616)
(1,831,759)

EFFECTS OF:


Expenses not deductible for tax purposes
169,748
328,119

Utilisation of tax losses
(25,688)
-

Non-taxable income
(3,839,720)
-

Changes in provisions leading to an increase in the tax charge
4,234,276
1,502,226

Other differences leading to an increase in the tax charge
-
1,414

TOTAL TAX CHARGE FOR THE YEAR
-
-


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There are no factors that may affect future tax charges


7.


FIXED ASSET INVESTMENTS





Investments in associates

£



COST OR VALUATION


At 1 October 2023
20,821,504


Amounts written off
(16,937,104)



At 30 September 2024
3,884,400




The amounts written off is in relation to an impairment review of the Company's investment in Masthaven Investment Limited (MIL). The company has valued its investment based upon its share of MIL's net assets as at 30 September 2024.

Page 9

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

ASSOCIATES


The following were associates of the Company:


Name

Registered office

Principal activity

Class of shares

Holding

Masthaven Investment Limited
C/O Valentine & Co, Galley House, Moon Lane, Barnet, EN5 5YL
In Liquidation since 19 November 2024
Ordinary
39%
Masthaven Investment Limited
C/O Valentine & Co, Galley House, Moon Lane, Barnet, EN5 5YL
In Liquidation since 19 November 2024
Preference
90%
Genclose Limited (formerly Masthaven Bank Limited) (indirect holding)
Rsm Uk Restructuring Advisory Llp 5th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL
In Liquidation since 15 November 2024
Ordinary
19%
Montague Realisations
Limited
C/O Valentine & Co, Galley House, Moon Lane, Barnet, EN5 5YL
In Liquidation since 26 July 2024
Ordinary
40%


8.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Other creditors
-
66

Accruals and deferred income
179,391
8,151,900

179,391
8,151,966



9.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024
2023
£
£

Share capital treated as debt
5,299,018
29,828,982

5,299,018
29,828,982


Page 10

 
WP SECURED LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

10.


RELATED PARTY TRANSACTIONS

The directors were related parties during the period due to their interests and directorships. 

The financial statements include the following amounts payable to related parties:


2024
2023
£
£



WPG Treasury Limited - Dividend payable
678,990
1,491,449

The William Pears Group of Companies Limited - Accountancy fee
(Interest of Mark Pears, Sir Trevor Pears CMG and David Pears)
3,000
3,000

681,990
1,494,449


Page 11