Registered number: 12467124
WPAS BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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WPAS BIDCO LIMITED
COMPANY INFORMATION
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William Mark Crowther (resigned 6 January 2025)
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Joseph Evans (appointed 6 January 2025)
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Chartered Accountants & Statutory Auditor
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WPAS BIDCO LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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WPAS BIDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
WPAS Bidco Limited (the "Company") is a private company limited by shares incorporated in England and Wales on 17 February 2020.
On 28 February 2020, the Company acquired 100% of the shares of QDQ Media, S.A.U. ("QDQ Media") through a purchase of shares from the previous shareholder, Solocal Group, SA.
QDQ Media has two subsidiaries (see note 13); together known as "QDQ Group".
The Company and QDQ Group together form a consolidated group for statutory reporting purposes (the "Group").
The directors present their Group strategic report and financial statements for the year ended 29 February 2024.
QDQ Group is a leading provider of digital marketing and other digital services for small and medium-sized businesses in Spain. QDQ Group operates primarily through a recurring revenue business model and comprises two strategic business units, QDQ and Trazada. QDQ encompasses QDQ Media and Optimizaclick, which until this year were separate business units.
An analysis of the market, the identification of synergies between both units and the development of the Digital Kit (within the European Next Generation funds) has led to a unification of the commercial brand under the name of QDQ, focusing fundamentally on companies from 0-10 employees, but also covering the needs of those with up to 250 employees. Trazada, for its part, directs its commercial offer to medium-sized companies, generally with more than 250 employees, with a proposal more adapted to the specific needs of the client.
The purpose of QDQ Group is to create value for its customers through the provision of digital products and services, such as: establishing an online presence, strengthening brand reputation, reaching a wider audience, driving demand generation, opening new digital marketing channels and providing other digital tools and resources to enable the success of our customers.
The Company engaged AS Equity Partners UK Limited ("ASE Partners") to implement a transformation program at QDQ Group to modernize product offerings, redesign pricing and package services, redesign marketing strategy, establish new features, and optimize existing business systems and functions. The costs associated with the transformation program are eliminated from EBITDA and operating cash flow for QDQ Group's key performance indicators.
The medium and long-term strategic alliances, the excellent relationships with third parties, the growth mentality of its employees always with the customer at the centre of the decisions, and finally the technological capacity of the Group are the driving forces of its own success.
The Group has recorded deferred tax assets this year, considering that it is sufficiently assured that positive tax bases will be generated in the future that will allow their recovery.
The profit for the year ended 29 February 2024 for QDQ Group amounted to €4,262,048 (2023: loss of €744,282) and for the year then ended, QDQ Group had net assets of €3,917,194 (2023: net liabilities of €344,854).
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WPAS BIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
Business review (continued)
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The key future strategies for generating growth and profitability are as follows:
- Align with the Digital Kit program promoted by public institutions, with the common goal of democratising technology and digitalisation for SMEs.
- Ensure a broad portfolio of digital and technological products to cover the market needs of SMEs in Spain.
- Make use of our differential operational capabilities to optimize the efficiency and scalability of our business.
- Develop and expand our long-term alliances.
- Adopt a “customer first” approach and focus on the success of our customers.
- Guarantee sustainable growth in environmental, social and governance terms.
After having completed a period of transformation and preparation for growth, QDQ Group saw growth of 33% in revenues in the current year, and 3x multiple increase in Normalized EBITDA, thanks to an excellent acquisition of new clients helped by the Digital Kit program, due to a much improved and consolidated portfolio retention, and a push in production activity for third parties. Robotization and artificial intelligence projects have allowed us to improve productivity and internal processes, which have resulted in an improvement in commercial margin and productivity.
Principal risks and uncertainties
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The management of the business and the execution of the Group’s strategy are subject to a number of risks.
The principal risks for the Group are a reduction in revenue due to a decreased demand for digital services, or the loss of customers to competitors.
Credit risk
The Group's credit risk is primarily attributable to its business debts. The amounts are reflected in the net balance of provisions for insolvencies, estimated by the management of QDQ Group based on the experience of previous years and its assessment of the current economic environment.
Interest rate risk
Changes in interest rates modify the fair value of assets and liabilities that accrue at a fixed interest rate as well as future flows of assets and liabilities referenced at a variable interest rate.
The objective of interest rate risk management is to achieve a balance in the debt structure that allows to minimize the cost of debt over the multi-year horizon with reduced volatility in the Consolidated Statement of Comprehensive Income.
The reference interest rates of the debt contracted by QDQ Group are mainly the Euribor and the fixed interest rates.
Liquidity risk
The Group is not significantly exposed to liquidity risk, due to the maintenance of sufficient cash and availability of credit to meet the necessary outflows in its usual operations. In the event of a specific need for financing, the Group resorts to loans and credit policies.
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WPAS BIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
Financial key performance indicators
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The Group's key performance indicators during the year were as follows:
Revenue = €20,460,749 (2023: €15,356,939), and
Normalised EBITDA = €3,088,647 (2023: €866,638).
Normalised EBITDA is Operating profit per the Consolidated Statement of Comprehensive Income, with depreciation, amortisation and transformation costs added back (see note 5).
This report was approved by the board and signed on its behalf.
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WPAS BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
The directors present their report and the financial statements for the year ended 29 February 2024.
Directors' responsibilities statement
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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 judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company holds an investment in QDQ Group; see Business Review in Group Strategic Report for further detail.
The profit for the year, after taxation, amounted to €3,716,092 (2023 - loss of €1,300,003).
No dividends were paid during the period.
The directors who served during the year were:
William Mark Crowther (resigned 6 January 2025)
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The Company has supported QDQ Group to meet its financial and treasury needs. This support has already been manifested through the financing granted by the Company during the year ended 29 February 2024 and up to the date of this report, to meet QDQ Group's payment obligations, as well as the financial support necessary to carry out QDQ Group's strategy.
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WPAS BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
Disclosure of information to auditor
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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 auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
This report was approved by the board and signed on its behalf.
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WPAS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPAS BIDCO LIMITED
OPINION
We have audited the financial statements of WPAS Bidco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 29 February 2024, which comprise the consolidated statement of comprehensive income, the consolidated and Company balance sheets, the consolidated and Company statements of changes in equity, the consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 29 February 2024 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 or 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. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the Group or parent Company's ability to continue as a going concern.
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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WPAS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPAS BIDCO LIMITED (CONTINUED)
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and Directors' report has 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 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; 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 4, 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.
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 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
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WPAS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPAS BIDCO LIMITED (CONTINUED)
The extent to which the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Group and parent Company through discussions with directors and other management, and from our commercial knowledge and experience of the Group;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and parent Company including, but not limited to, the Companies Act 2006, and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group's and parent Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙understanding the business model as part of the control and business environment;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations and;
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims;
∙reviewing correspondence and enquiring with the company of actual and potential non-compliance with laws and regulations; and
∙reading the minutes of meetings of those charged with governance.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentations or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
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WPAS BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPAS BIDCO LIMITED (CONTINUED)
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.
USE OF OUR REPORT
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.
Ian Hughes ACA (Senior statutory auditor)
for and on behalf of
Gravita II LLP
Chartered Accountants
Statutory Auditor
12th Floor
Aldgate Tower
2 Leman Street
London
E1 8FA
26 February 2025
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WPAS BIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Interest payable and similar expenses
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Profit/(loss) before taxation
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Profit/(loss) for the financial year
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Profit/(loss) for the year attributable to:
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Owners of the parent Company
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There was no other comprehensive income for 2024 (2023: €NIL).
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The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
REGISTERED NUMBER: 12467124
CONSOLIDATED BALANCE SHEET
AS AT 29 FEBRUARY 2024
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Equity attributable to owners of the parent Company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
REGISTERED NUMBER: 12467124
COMPANY BALANCE SHEET
AS AT 29 FEBRUARY 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The parent 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 loss after tax of the parent company for the year was €518,479 (2023: €563,056).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024
Cash flows from / (used in) operating activities
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Profit/(loss) for the financial year
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Amortisation and depreciation
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Increase/(decrease) in creditors
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Corporation tax (paid)/received
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Net cash generated from / (used in) operating activities
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Cash flows (used in) / from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash used in investing activities
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Cash flows (used in) / from financing activities
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Shares treated as debt - issued
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Net cash (used in) / from financing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 29 FEBRUARY 2024
The notes on pages 17 to 32 form part of these financial statements.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
WPAS Bidco Limited (the "Company") is a private company limited by shares incorporated in England and Wales. The registered office is 12th floor Aldgate Tower, 2 Leman Street, London, E1W 9US. The principal place of business is 2 Old Brewery Mews, London, NW3 1PZ.
On 28 February 2020, the Company acquired 100% of the shares of QDQ Media, S.A.U. ("QDQ Media") through a purchase of shares from the previous shareholder, Solocal Group, SA.
QDQ Media has two subsidiaries (see note 13); together known as "QDQ Group".
The Company and QDQ Group together form a consolidated group for statutory reporting purposes (the "Group").
2.Accounting policies
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Basis of preparation of financial statements
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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 judgment in applying the Group's accounting policies.
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:
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 Balance Sheet, 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.
The financial statements have been prepared on a going concern basis even though the Group has net assets of €29,663 (2023: net liabilities of €3,686,429). 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 Group 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.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is EUR.
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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group as lessee
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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.
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.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Current and deferred taxation
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The tax expense for the year 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 balance sheet 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 balance sheet 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 balance sheet date.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
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. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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Other intangible fixed assets
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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 Balance Sheet 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.
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 amount to exceed the original carrying amount had the impairment not been recognised. The
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs.
Subsequently, the measurement of financial liabilities depends on their classification as follows:
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.
Derecognition of financial liabilities
A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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An analysis of turnover by class of business is as follows:
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All turnover arose within the European Union excluding the United Kingdom.
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The operating profit/(loss) is stated after charging/(crediting).
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Amortisation and depreciation
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Staff costs, including directors' remuneration, were as follows:
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There were no pension costs for the Group during the year (2024: €Nil).
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The average monthly number of employees, including the directors, during the year was as follows:
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There were no pension costs for the directors during the year (2023: €Nil).
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Interest payable and similar expenses
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Loans from group undertakings
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Preference share dividends
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Current tax on losses for the year
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Taxation on loss on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 24.5% (2023 -19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.5% (2023 - 19%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Tax losses carried forward
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Total tax credit for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
|
WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Charge for the year on owned assets
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|
WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Charge for the year on owned assets
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Paseo de la Castellana 81, 28046, Madrid
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Trazada Marketing, S.L.U. *
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Paseo de la Castellana 81, 28046, Madrid
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Paseo de la Castellana 81, 28046, Madrid
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Due after more than one year
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Amounts owed by group undertakings
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
14.Debtors (continued)
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Bank loans and credit lines
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Accruals and deferred income
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Bank loans and credit lines are unsecured and consist of €392,258 (2023: €378,292) bank loans borrowed at a rate of 3.61% to 3.75% (2023: 3.61% to 3.75%) per annum and credit line of €714,605 (2023: €2,034,002) borrowed at a rate of 2.50% to 2.65% (2023: 2.50% to 2.65%) per annum.
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Creditors: Amounts falling due after more than one year
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Bank loans and credit lines
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Share capital treated as debt
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Share premium treated as debt and capitalised interest
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Bank loans and credit lines are unsecured and consist of €169,315 (2023: €561,508) bank loans borrowed at a rate of 3.61% to 3.75% (2023: 3.61% to 3.75%) per annum, credit line of €1,629,699 (2023: €822,685) borrowed at a rate of 2.50% to 2.65% (2023: 2.50% to 2.65%) per annum and other financial liabilities of €3,965 (2023: €15,579).
Disclosure of the terms and conditions attached to the non-equity shares is made in note 17.
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Shares classified as equity
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Allotted, called up and fully paid
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586,000 (2023 - 586,000) 'A' Ordinary shares of €1.00 each
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564,025 (2023 - 564,025) 'B' Ordinary shares of €1.00 each
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21,975 (2023 - 21,975) 'C' Ordinary shares of €1.00 each
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Shares classified as debt
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Allotted, called up and fully paid
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3,414,000 (2023 - 3,414,000) Fixed preference shares shares of €0.01 each
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Fixed preference shares were issued at a premium of €0.99 each, therefore the total value of the fixed preferences shares on issuance was €3,414,000.
A fixed preference dividend is payable at year end at a rate of 10% per annum, compounding annually if unpaid. At the year end, a fixed preference dividend of €454,516 (note 9) was capitalised, thus the value of shares treated as debt was €3,414,000 and capitalised interest was €1,585,679; total €4,999,679 (note 16).
The Company has the right at any time, subject to certain conditions, to partially or fully redeem the fixed preference shares .
The Company shall redeem all of the fixed preference shares at the earlier of (a) an Initial Public Offering or Sale or Partial Sale, or (b) six years after the date of the adoption of the Articles of Association.
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Commitments under operating leases
|
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At 29 February 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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WPAS BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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Group related party transactions
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For the year ended 29 February 2024, the following transactions were with related parties:
(i) €119,803 (2023: €220,030) of consultancy fees charged in the year, of which €7,574 (2023: €21,378) was payable at the year-end, to a company related to a shareholder of the Company;
(ii) €57,234 (2023: €58,006) of director fees paid in the year, of which €9,721 (2023: €10,011) was payable at year-end, to another shareholder of the Company;
(iii) €28,654 (2023: €31,571) of administration fees paid in the year, of which €4,860 (2023: €5,005) was payable at the year-end to a company which has common ultimate ownership with the Company;
(iv) €437,472 (2023: €397,702) of fixed preference interest charged in the year, with €4,812,191 (2023: €4,374,719) of fixed preference liability payable at year-end to a shareholder of the Company; and
(v) €17,044 (2023:€15,495) of fixed preference interest charged in the year, with €187,488 (2023: €170,444) of fixed preference liability payable at year-end to a director and shareholder of the Company.
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