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Company registration number: 15335730







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 MAY 2024


PROJECT WEXLER TOPCO LIMITED






































img6cd5.png                        

 


PROJECT WEXLER TOPCO LIMITED
 


 
COMPANY INFORMATION


Directors
P W Dellow (appointed 15 January 2024)
D J Fogelman (appointed 15 January 2024)
P J Hooft (appointed 8 December 2023)
H D T T Mackenzie-Smith (appointed 15 January 2024)
J L A Szpiro (appointed 8 December 2023)




Registered number
15335730



Registered office
The Pavilion Botleigh Grange Business Park
Hedge End

Southampton

Hampshire

SO30 2AF




Trading Address
Piper House
14 West Place

West Road

Harlow

Essex

CM20 2GY






Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT




Solicitors
Trethowans
The Pavilion

Botleigh Grange Business Park

Hedge End

Southampton

Hampshire

SO30 2AF





 


PROJECT WEXLER TOPCO LIMITED
 



CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 6
Independent auditors' report
7 - 10
Consolidated statement of comprehensive income
11
Consolidated statement of financial position
12
Company statement of financial position
13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated statement of cash flows
16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 39


 


PROJECT WEXLER TOPCO LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MAY 2024

Introduction
 
The directors present the strategic report for the year ended 31 May 2024.  The Company was incorporated on 8 December 2023 and commenced trading on 15 January 2024.

Business review
 
The SCCI Group of companies was acquired by the Company on 15 January 2024 and achieved another year of record results, with growth across the board.  This is despite more subdued activity levels from our Fibre customers in the latter part of the financial year.
The outlook for the group remains positive and we expect another year of continued growth in 2025.

Principal risks and uncertainties
 
The directors consider that the group's principal business risks are the following:
 
1.Normal trading risks exacerbated by the uncertainty caused by the wider economic environment. The directors have systems in place to identify and mitigate the risks and uncertainties that the group faces in carrying out its business.
2.The speed at which new contracts gain momentum in replacing a key contract. This risk is being mitigated through the scheduling of work for several clients at the same time.

Liquidity risk
Liquidity and cash flow risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities and exposure to variability in cash flows. The group mitigates these risks by closely monitoring and actively managing cash generation from its operations.
Credit risk
The group places its cash with creditworthy institutions and performs ongoing credit evaluations of its debtors’ financial condition. The carrying amount of cash and debtors represents the maximum credit risk that the group is exposed to.   Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary.
All customers who wish to trade on credit terms are subject to credit verification procedures.
Pricing risk
The directors consider the group faces the usual pricing risk of any other group operating in a competitive,
commercial environment. The group ensures it continues to offer competitive pricing whilst at the same time
maintaining its high standard of customer service.

Financial key performance indicators
 
The directors use turnover growth, gross profit percentage and profit before tax as Key Performance Indicators for the group.  Turnover growth will be including the the second period of reporting as there is no comparative.

2024
        £
Gross Profit Margin

34.9%

Profit/(Loss) Before Tax

(£3.76m)


Page 1

 


PROJECT WEXLER TOPCO LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2024

Directors' statement of compliance with duty to promote the success of the Group
 
The board of directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a)-(f) of the Act) in the decisions taken during the year.
Our plan was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering a high quality of service across all of our business divisions.
Our team members are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to the pay and benefits our team members receive. The health, safety and well-being of our team members is one of our primary considerations in the way we do business.
Engagement with suppliers and customers is key to our success. We meet with our major supply chain partners regularly throughout the year and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.
Our plan took into account the impact of the company’s operations on the community and environment and our wider social responsibilities, and in particular how we comply with environmental legislation and pursue waste saving opportunities and react promptly to local community concerns.
As the board of directors, our intention is to behave responsibly and ensure that the management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The intention is to nurture our reputation, through both the construction and delivery of our plan, that reflects our responsible behaviour.
As the board of directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.


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



P W Dellow
Director

Date: 13 December 2024

Page 2

 


PROJECT WEXLER TOPCO LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MAY 2024

The Directors present their report and the financial statements for the period ended 31 May 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the group is the installation and maintenance of fibre, data, satellite distribution networks, security and fire & life safety systems across multiple markets.

Results and dividends

The loss for the period, after taxation, amounted to £4,032,609.

No dividends have been paid or declared.

Directors

The Directors who served during the period were:

P W Dellow (appointed 15 January 2024)
D J Fogelman (appointed 15 January 2024)
P J Hooft (appointed 8 December 2023)
H D T T Mackenzie-Smith (appointed 15 January 2024)
J L A Szpiro (appointed 8 December 2023)

Future developments

Management expects the group to continue operating successfully in its chosen markets.

Research and development activities

The group undertakes research and development in areas relevant to the principal activities.

Page 3

 


PROJECT WEXLER TOPCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2024

Engagement with employees

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests. The interests of employees are carefully considered and taken into account when making decisions.
Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Engagement with suppliers, customers and others

Relationships with suppliers and customers is key to the group's success and the directors consider the impact on relationships with key stakeholders as part of the decision making process.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Energy and carbon report

2024
       kWh
Energy consumption 
Aggregate of energy consumption in the year

- Electricity purchased

146,562

- Fuel consumed for transport

2,041,169


2,187,731


2024
  metric tonnes
Emissions of CO2 equivalent

Scope 1 - direct emissions
- Gas combustion

-

   - Fuel consumed for owned transport

486.26


486.26

Scope 2 - indirect emissions
- Electricity purchased

30.43

Scope 3 - other indirect emissions
   - Fuel consumed for transport not owned by the group

-

Total gross emissions

516.69


2024
        £
Intensity ratio

Tonnes CO2e per employee

3.256


Page 4

 


PROJECT WEXLER TOPCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2024

Quantification and reporting methodology

The directors have included the energy usage of all of the Group’s fixed trading establishments along with the fuel usage for all company vehicles in the year. The directors have used available guidance and the DEFRA conversion factors.

Quantification and reporting methodology

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.

Measures taken to improve energy efficiency

At the end of the year there were 7 x fully electric and 27 x hybrid cars out of the total 38.
The Group now has 8 fully electric vans which have replaced diesel powered vans and is committed to further increasing this number and reducing diesel usage across the fleet
The Group has access to vehicle charging points at all office locations and is committed to increasing charging points across the business to encourage uptake of EV within the grey fleet to further reduce impact from traditional fuel vehicles. The Group has offered subsidized charging points to residential clients to assist them meet their obligations of providing charging points and is involved in the roll out and upgrade of new and existing charging points for commercial clients.
Utilisation of remote and virtual meetings has continued to be supported and encouraged to reduce staff travel where possible. 
  
Electricity contracts at premises are generally 100% renewable with LED lighting across main office locations. There is consideration to increase on the existing solar generation capacity at Head office to power a number of circuits within the building. 
There is consideration for rainwater harvest system at Head office.

Matters covered in the Group Strategic Report

The Company has chosen in accordance with Section 414C(II) of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 to set out within the Company’s Strategic Report, the information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the Directors' Report, such as the business review and details of the principal risks and uncertainties.

Disclosure of information to auditors

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 and the Group's auditors are 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 and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 5

 


PROJECT WEXLER TOPCO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MAY 2024


Auditors

The auditorsMenzies LLPwill 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.
 





P W Dellow
Director

Date: 13 December 2024

Page 6

 


PROJECT WEXLER TOPCO LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER TOPCO LIMITED

Opinion


We have audited the financial statements of Project Wexler Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 May 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 May 2024 and of the Group's loss for the period 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 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 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 or 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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


We have nothing to report in this regard.


Page 7

 


PROJECT WEXLER TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER TOPCO LIMITED (CONTINUED)

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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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
 

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 Directors' Report.


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:


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 Directors' Responsibilities Statement set out on page 3, 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 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.


Page 8

 


PROJECT WEXLER TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER TOPCO LIMITED (CONTINUED)

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 an Auditors' 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 Group 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 Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:

Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK tax legislation;

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of relevant documentation.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. No issues were identified in this area. We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

Posting of unusual journals and complex transactions; or
The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests.


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 Auditors' Report.


Page 9

 


PROJECT WEXLER TOPCO LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT WEXLER TOPCO 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 Auditors' 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.





Robin Hopkins FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

13 December 2024
Page 10

 


PROJECT WEXLER TOPCO LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MAY 2024

8 December 2023 to
31 May
2024
Note
£

  

Turnover
 4 
27,583,937

Cost of sales
  
(17,957,959)

Gross profit
  
9,625,978

Administrative expenses
  
(10,068,059)

Other operating income
 5 
9,760

Operating (loss)/profit
 6 
(432,321)

Interest receivable and similar income
 10 
33,995

Interest payable and similar expenses
 11 
(3,359,419)

(Loss)/profit before taxation
  
(3,757,745)

Tax on (loss)/profit
 12 
(274,864)

(Loss)/profit for the financial period
  
(4,032,609)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(4,032,609)

  
(4,032,609)

There was no other comprehensive income for 2024.

The notes on pages 18 to 39 form part of these financial statements.

Page 11

 


PROJECT WEXLER TOPCO LIMITED
REGISTERED NUMBER:15335730



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
Note
£

Fixed assets
  

Intangible assets
 13 
45,649,815

Tangible assets
 14 
2,129,395

  
47,779,210

Current assets
  

Stocks
 16 
8,147,706

Debtors
 17 
25,156,669

Cash at bank and in hand
 19 
8,732,598

  
42,036,973

Creditors: amounts falling due within one year
 20 
(24,037,105)

Net current assets
  
 
 
17,999,868

Total assets less current liabilities
  
65,779,078

Creditors: amounts falling due after more than one year
 21 
(67,583,416)

Provisions for liabilities
  

Deferred taxation
 24 
(306,269)

  
 
 
(306,269)

Net (liabilities)/assets
  
(2,110,607)


Capital and reserves
  

Called up share capital 
 25 
1,922,002

Profit and loss account
 26 
(4,032,609)

Equity attributable to owners of the parent Company
  
(2,110,607)


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




P W Dellow
Director
Date: 13 December 2024

The notes on pages 18 to 39 form part of these financial statements.

Page 12

 


PROJECT WEXLER TOPCO LIMITED
REGISTERED NUMBER:15335730



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024

2024
Note
£

Fixed assets
  

Investments
 15 
1,081,628

  
1,081,628

Current assets
  

Debtors
 17 
878,503

  
878,503

Creditors: amounts falling due within one year
 20 
(1)

Net current assets
  
 
 
878,502

Total assets less current liabilities
  
1,960,130

  

  

Net assets
  
1,960,130


Capital and reserves
  

Called up share capital 
 25 
1,922,002

Profit for the period
  
38,128

Profit and loss account carried forward
  
38,128

  
1,960,130


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




P W Dellow
Director
Date: 13 December 2024

The notes on pages 18 to 39 form part of these financial statements.

Page 13

 


PROJECT WEXLER TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MAY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(4,032,609)
(4,032,609)
Total comprehensive income for the period
-
(4,032,609)
(4,032,609)

Shares issued during the period
1,922,002
-
1,922,002


Total transactions with owners
1,922,002
-
1,922,002


At 31 May 2024
1,922,002
(4,032,609)
(2,110,607)

The notes on pages 18 to 39 form part of these financial statements.

Page 14

 


PROJECT WEXLER TOPCO LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MAY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£



Profit for the period
-
38,128
38,128
Total comprehensive income for the period
-
38,128
38,128

Shares issued during the period
1,922,002
-
1,922,002


Total transactions with owners
1,922,002
-
1,922,002


At 31 May 2024
1,922,002
38,128
1,960,130

The notes on pages 18 to 39 form part of these financial statements.

Page 15

 


PROJECT WEXLER TOPCO LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MAY 2024

2024
£

Cash flows from operating activities

(Loss)/profit for the financial period
(4,032,609)

Adjustments for:

Amortisation of intangible assets
1,749,199

Depreciation of tangible assets
349,141

Loss on disposal of tangible assets
(140,389)

Interest payable
3,359,419

Interest receivable
(33,995)

Taxation charge
274,864

Decrease in stocks
774,027

Decrease in debtors
3,888,259

Increase in creditors
2,460,298

Corporation tax (paid)/received
(709,375)

Net cash generated from operating activities

7,938,839


Cash flows from investing activities

Purchase of tangible fixed assets
(708,962)

Sale of tangible fixed assets
650,868

Net funds received on acquisition of subsidiary
1,515,518

Interest received
33,995

HP interest paid
(56,187)

Net cash from investing activities

1,435,232

Cash flows from financing activities

Other new loans
1,500,000

Repayment of other loans
(1,500,000)

Repayment of/new finance leases
(81,590)

Interest paid
(559,883)

Net cash used in financing activities
(641,473)

Net increase in cash and cash equivalents
8,732,598

Cash and cash equivalents at the end of period
8,732,598


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
8,732,598

8,732,598


The notes on pages 18 to 39 form part of these financial statements.

Page 16

 


PROJECT WEXLER TOPCO LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 MAY 2024




Cash flows
Acquisition and disposal of subsidiaries
At 31 May 2024
£

£

£

Cash at bank and in hand

7,643,296

1,089,302

8,732,598

Debt due after 1 year

(1,414,678)

(65,079,757)

(66,494,435)

Debt due within 1 year

(338,671)

-

(338,671)

Finance leases

81,590

(935,150)

(853,560)


5,971,537
(64,925,605)
(58,954,068)

The notes on pages 18 to 39 form part of these financial statements.

Page 17

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

1.


General information

Project Wexler Topco Limited is a private limited company, limited by shares, domiciled and incorporated in England and Wales. The registered office is The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, Hampshire, SO30 2AF.

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republicof Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b)
and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases

 
2.4

Going concern

The losses for the year arise primarily as a result of the amortisation of goodwill and accrued interest expense. The group is cash generative on an operating basis and the detailed forecasts prepared by the directors confirm that it is expected to remain so over the forthcoming years. The directors have confirmed that the loan note interest accruing will not be payable until the end of the loan term as disclosed in note 22. Therefore the accounts have been prepared on a going concern basis.

Page 18

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.5

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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.6

Revenue

Revenue represents amounts receivable for goods and services net of VAT and trade discounts.
Revenue is recognised as earned when, and to the extent that, the group obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right toconsideration, which represents amounts chargeable to customers excluding value added tax. Unbilled work is included within accrued income.

 
2.7

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.8

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 19

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.10

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.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. 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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 20

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. Amorisation is provided at between 5 and 10 years.

 
2.14

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.

Depreciation is provided on the following basis:

Leasehold improvements
-
Over the term of the lease
Plant and machinery
-
12.5%-33% straight line
Motor vehicles
-
25%-33% straight line
Fixtures and fittings
-
7% - 33% straight line/15% - 33% reducing balance

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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

Page 21

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group 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 Group's Statement of Financial Position when the Group 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 22

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Accrued income
Recognition of revenue on contracts is based on judgements made about the value of work which can be billed. Such judgements are arrived at based on the directors' best estimate of the value of work, and are estimated on a contract by contract basis. The group has appropriate control procedures to ensure all estimates are determined on a consistent basis and subject to appropriate review.
Work in progress
Work in progress is estimated based on an assessment of the profitability and stage of completion of contracts. The group has appropriate control procedures to ensure all estimates are determined on a consistent basis and subject to appropriate review.
Stock provisions
Stock is reviewed based on the ageing of items held and provision made for any stock which hasn't moved for more than 12 months or where it is known that the items of stock may have a value less than cost. 
Stock
Stock in 4 Fibre Limited is recognised at cost at the point that the fibre has been installed at each relevant location and is available for sale. Each unit of fibre has four lines which can be sold separately. As each line is sold, part of the installation cost is released to costs of sales, the ratios being 50%, 30%, 20% and 0% of the installation costs being released at the point of sale of lines one to four respectively. This reflects management's best estimate of how cost should be attributed. As the company is in start up phase, management has no objective method for determining whether the net realisable value of partially sold fibre is lower than the value shown in the accounts. 

Page 23

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


8 December 2023 to
31 May
2024
£

Rendering of services
5,588,111

Sale of goods
21,995,826

27,583,937


Analysis of turnover by country of destination:

8 December 2023 to
31 May
2024
£

United Kingdom
27,192,450

Rest of Europe
391,487

27,583,937



5.


Other operating income

8 December 2023 to
31 May
2024
£

Other operating income
9,760

9,760


Page 24

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

6.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

8 December 2023 to
31 May
2024
£

Exchange differences
(10,754)

Other operating lease rentals
108,095


7.


Auditors' remuneration

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


8 December 2023 to
31 May
2024
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
4,400

Fees payable to the Company's auditors in respect of:

The auditing of accounts of subsidiaries of the Company
116,300

Taxation compliance services
32,000

All non-audit services not included above
32,300

Page 25

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
2024
£


Wages and salaries
7,194,760

Social security costs
670,088

Cost of defined contribution scheme
209,558

8,074,406


The average monthly number of employees, including the Directors, during the period was as follows:


8 December 2023 to
        31 May
        2024
            No.






Administration and management
187



Engineers
292

479

The Company has no employees other than the Directors, who did not receive any remuneration.

9.


Directors' remuneration

8 December 2023 to
31 May
2024
£

Directors' emoluments
122,196

Group contributions to defined contribution pension schemes
13,796

135,992


During the period retirement benefits were accruing to 2 Directors in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £78,000.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £4,000.

Page 26

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

10.


Interest receivable

8 December 2023 to
31 May
2024
£


Other interest receivable
33,995

33,995


11.


Interest payable and similar expenses

8 December 2023 to
31 May
2024
£


Other loan interest payable
3,232,664

Finance leases and hire purchase contracts
56,187

Finance costs
70,568

3,359,419

Page 27

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

12.


Taxation


8 December 2023 to
31 May
2024
£

Corporation tax


Current tax on profits for the year
579,551


579,551

Foreign tax


Foreign tax on income for the year
38,134

38,134

Total current tax
617,685

Deferred tax


Origination and reversal of timing differences
(342,821)

Total deferred tax
(342,821)


Tax on (loss)/profit
274,864
Page 28

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024
 
12.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

8 December 2023 to
31 May
2024
£


(Loss)/profit on ordinary activities before tax
(3,757,745)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(939,436)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
428,689

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
126,681

Capital allowances for period in excess of depreciation
34,361

Non-trade loan interest restrictions
808,166

Differences on overseas earnings
27,388

Other differences leading to an increase (decrease) in the tax charge
(210,985)

Total tax charge for the period
274,864


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

13.


Intangible assets

Group




Goodwill

£



Cost


Additions
47,399,014



At 31 May 2024

47,399,014



Amortisation


Charge for the period on owned assets
1,749,199



At 31 May 2024

1,749,199



Net book value



At 31 May 2024
45,649,815



All of the Group's intangible fixed assets are held in the Parent Company.

Page 30


PROJECT WEXLER TOPCO LIMITED
  
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MAY 2024



14.


Tangible fixed assets


Group







Freehold property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£
£



Cost or valuation


Additions
-
96,098
112,862
461,380
38,622
708,962


Acquisition of subsidiary
200
166,313
568,815
1,417,122
127,603
2,280,053


Disposals
-
-
(284,164)
(246,914)
(14,102)
(545,180)



At 31 May 2024

200
262,411
397,513
1,631,588
152,123
2,443,835



Depreciation


Charge for the period on owned assets
-
23,993
87,262
220,319
17,567
349,141


Disposals
-
-
(24,779)
(2,865)
(7,057)
(34,701)



At 31 May 2024

-
23,993
62,483
217,454
10,510
314,440



Net book value



At 31 May 2024
200
238,418
335,030
1,414,134
141,613
2,129,395

Included within the above are net carrying values of £1,184,035 of Motor vehicles and £5,476 of fixtures and fittings in respect of assets held under finance leases or hire purchase contracts.

Page 31

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
1,081,628



At 31 May 2024
1,081,628




Page 32

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Project Wexler Midco Limited
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Project Wexler Finco Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Project Wexler Bidco Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Airwave Europe Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Alphatrack Systems Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Fibre Works UK (Godstone) Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
SCCI Alphatrack Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Evident Software Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Switchsure Finance Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
4 Fibre Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Interphone Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
SCCI Group Limited (*)
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Project Wexler EBT Limited
The Pavilion, Botleigh Grange Business Park, Hedge End, Southampton, SO30 2AF
Ordinary
100%
Airwave Europe GmbH (*)
Schloßschmidstraße 5, 80639 Munich, Germany
Ordinary
100%

(*) indirect subsidiary
Evident Software Limited are dormant companies. All companies have coterminus year ends.
On 15 January 2024 Project Wexler Bidco Limited acquired 100% of the ordinary share capital of SCCI Group Limited and its subsidiaries for £65,105,278 , including fees.  The fair value of the net assets acquired were fixed assets of £2,378,386, current assets of £37,873,496 and current liabilities of (£22,331,727). Total net assets acquired were £17,920,155.
Goodwill of £47,185,123 has been recognised under the acquisition method of accounting and is being amortised over 10 years.  Included within the consolidated statement of comprehensive income are revenues of £27,583,937 and loss of £4,144,316 relating to post acquisition.

Page 33

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

16.


Stocks

Group
Company
2024
2024
£
£

Work in progress (goods to be sold)
4,664,073
-

Finished goods and goods for resale
3,483,633
-

8,147,706
-



17.


Debtors

Group
Company
2024
2024
£
£

Due after more than one year

Other debtors
2,114,163
-

Due within one year

Trade debtors
9,168,107
-

Amounts owed by group undertakings
-
878,503

Other debtors
2,467,684
-

Prepayments and accrued income
10,704,515
-

Tax recoverable
253,574
-

Deferred taxation
448,626
-

25,156,669
878,503


Page 34

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

18.

Finance lease receivables

Group
2024
        £
Gross amounts receivable under finance leases:

Within one year

1,227,126

In two to five years

1,806,715


3,033,841

Unearned finance income

(1,300,632)

Present value of minimum lease payments receivable

1,733,209


Group
2024
        £
The present value is receivable as follows:

Within one year

754,148

In two to five years

979,061


1,733,209


The group enters into financial leasing arrangements for satellite TV systems. The average term of finance leases entered into is 11 years.


19.


Cash and cash equivalents

Group
Company
2024
2024
£
£

Cash at bank and in hand
8,732,598
-

8,732,598
-


Page 35

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

20.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£
£

Other loans
338,671
-

Trade creditors
8,725,975
-

Amounts owed to group undertakings
-
1

Corporation tax
1,341,023
-

Other taxation and social security
2,057,727
-

Obligations under finance lease and hire purchase contracts
592,233
-

Other creditors
1,245,126
-

Accruals and deferred income
9,736,350
-

24,037,105
1


Within other creditors is £99,373 (2023 - £90,128) in relation to amounts due for pension contributions.


21.


Creditors: Amounts falling due after more than one year

Group
Company
2024
2024
£
£

Bank loans
38,762,060
-

Other loans
27,732,375
-

Net obligations under finance leases and hire purchase contracts
261,327
-

Accruals and deferred income
827,654
-

67,583,416
-




Page 36

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

22.


Loans


Analysis of the maturity of loans is given below:


Group
Company
2024
2024
£
£

Amounts falling due within one year

Other loans
338,671
-

Amounts falling due 1-5 years

Other loans
9,080,568
-


Amounts falling due after more than 5 years

Bank loans
38,762,060
-

Other loans
18,651,807
-

66,833,106
-


Other loans of £18,000,000 incur interest at a rate of SONIA + 12%, of which 9% is paid quarterly (shown due within one year) and the remainder (£651,807) rolled up into the loan. The principal and rolled up interest are due in July 2029.
Other loans of £10,000,000 incur interest at a rate of SONIA + 3.75%, payable on a quarterly basis (shown due within one year). Interest is also incurred against unutilised loan facilities at a rate of 1.5%. The principal loan is due in January 2029.
Transaction fees on the above loan are are charged as finance costs over the term of the loans, with the balance offsetting the loans above.
Other loans of £38,762,060 incur interest at a rate of 12%.  The principal and all interest is due in July 2029.  Note 28 discloses the related party transactions in relation to this loan.


23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
2024
£

Within one year
592,233

Between 1-5 years
261,327

853,560

Page 37

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

24.


Deferred taxation


Group



2024


£






At beginning of year
-


Charged to profit or loss
342,821


Arising on business combinations
(200,464)



At end of year
142,357

Company


2024





At beginning of year
-



At end of year
-
The deferred tax balance is made up as follows:

Group
Company
2024
2024
£
£

Accelerated capital allowances
(214,716)
-

Other temporary timing differences
67,842
-

Deferred tax asset on unrealised profits
289,231
-

142,357
-

Comprising:

Asset - due within one year
448,626
-

Liability
(306,269)
-

142,357
-


Page 38

 


PROJECT WEXLER TOPCO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MAY 2024

25.


Share capital

2024
£
Allotted, called up and fully paid


148,724,399 A Ordinary shares of £0.01 each
1,487,244
26,275,800 B Ordinary shares of £0.01 each
262,758
16,000,000 C1 Ordinary shares of £0.01 each
160,000
1,200,000 C2 Ordinary shares of £0.01 each
12,000

1,922,002


All classes of share have full rights in the company with respect to voting, dividends and distributions
At incorporation 1 ordinary share was issued at £0.01.  On 15 January 2024 108,162,799 shares were issued at £0.01.


26.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.


27.


Commitments under operating leases

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


Group
2024
£

Not later than 1 year
586,461

Later than 1 year and not later than 5 years
1,399,572

1,986,033

28.


Related party transactions

Amounts owed in respect of loan notes to the company's shareholders amounted to £38,762,060 at the year end.
Interest in relation to the loan notes charged to the profit and loss amounted to £1,682,303.


29.


Controlling party

The Company's ultimate controlling party is Cadence Wexler GP LLP, an entity located in the United Kingdom.

 
Page 39