Company registration number 08675983 (England and Wales)
GATHERWELL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
GATHERWELL LIMITED
COMPANY INFORMATION
Directors
Mr M Veverka
Mr P Wright
Mr J W Plimbley
(Appointed 12 January 2024)
Mr T Watson
(Appointed 10 June 2024)
Company number
08675983
Registered office
c/o Craufurd Hale Group
Ground Floor, Arena Court
Crown Lane
MAIDENHEAD
SL6 8QZ
Accountants
Craufurd Hale LLP
c/o Craufurd Hale Group
Ground Floor, Arena Court
MAIDENHEAD
SL6 6TB
Auditors
Ernst & Young LLP
Bedford House
16 Bedford Street
BELFAST
BT2 7DT
Business address
Lytchett House
13 Freeland Park
Wareham Road
POOLE
BH16 6FA
GATHERWELL LIMITED
CONTENTS
Page
Directors' report
1 - 3
Independent auditor's report
4 - 7
Profit and loss account
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20
GATHERWELL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present their annual report and financial statements of Gatherwell Limited (hereinafter - "the company") for the year ended 30 June 2024.

Principal activities

The principal activity of the company continued to be that of an ‘External Lottery Manager’, licensed by the Gambling Commission, to provide and administer online lottery services to support UK charities, good causes, schools and Local Authorities with their fundraising.

 

Going Concern

In preparing the financial statements, the directors have considered the ability of the company to continue as a going concern and continue to monitor the impact of the cost of living crisis on its financial condition, liquidity, operations and workforce to inform their decisions to 31 March 2026.

The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments to 31 March 2026 and compared this to current cash holdings.

The directors have considered reasonable possible changes in the assumptions or scenarios and noted that they would not give rise to any going concern conditions and similarly the directors have performed a worst case scenario and concluded that such a scenario is remote.

Lottery ticket sales have been stable throughout the cost of living crisis turning to growth with new lottery launches taking place and a healthy future business development. The company continues to perform well despite an ongoing cost of living crisis.

The directors have concluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern and therefore the directors believe that it remains appropriate to prepare the financial statements on the going concern basis.

Financial review

The company made a profit before tax for the year ended 30 June 2024 of £234,310 (2023: £597,926) and at the balance sheet date had net current assets of £1,873,935 (2023: £1,684,839) and net assets of £1,876,918 (2023: £1,690,376).

 

Profits reduced due to a strategic investment made in piloting a new prize draw product ‘Jumbo Win’. This investment, made in the second half of the financial year, supports Gatherwell’s continued product development as well as expanding into new markets for long-term growth. The strategic investment resulted in total costs of £290,606, including marketing and promotional activity of £105,482. Gatherwell also invested in another Jumbo Win pilot from July to December 2024 which lead to additional net losses of £139,850. Currently, management is assessing the results of these two pilots, however current expectations are that no more investments are going to be made in this product going forward.

In addition, a non-recurring expense of £151,215 was booked within cost of sales to reflect a true up to the prizes and causes liability calculated by the internal lottery system. The true up difference accumulated during the current financial year, due to the specifics of the current year draw dates calendarization.

The improved balance sheet is due to the profit generated in the year ended 30 June 2024.

2024
2023
£
£
Profit before tax
234,310
597,926
Net current assets
1,873,935
1,684,839
Net assets
1,876,918
1,690,376
GATHERWELL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -

Future developments

Despite challenges to the market, the company’s underlying business performance continued to perform well in all the markets in which it primarily operates, both in terms of service charge revenue from core ticket sales of existing lotteries, as well as winning new business to run additional lotteries. The future goals of the directors are to continue to grow lottery and prize draw ticket sales whilst increasing the money raised for charities, good causes, schools and Local Authorities in the UK. There is a strong business development pipeline of client lotteries and prize draw clients, as well as significant opportunity to increase the number of schools and small/medium charities and other organisations looking to utilise the services, products and expertise. This, coupled with close management of costs, continued product development and excellent customer service will enable strong financial performance whilst maintaining industry best practice.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M Veverka
Mr P Wright
Mr B D W Board
(Resigned 12 January 2024)
Mr J W Plimbley
(Appointed 12 January 2024)
Mr T Watson
(Appointed 10 June 2024)
Dividends

No dividends have been paid by the company to its parent entity during the year ended 30 June 2024 (2023: £nil).

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Events after the reporting date

No matters or circumstances have arisen since 30 June 2024 that have significantly affected the company's operations, results or state of affairs, or may do so in future years, other than those disclosed in the financial review section above.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable United Kingdom 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 company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). 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 of the profit or loss of the company for that period.

GATHERWELL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -

In preparing these financial statements the directors are required to:

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 enable them to ensure that the company's financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a directors’ report, that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small Companies Regime

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

Auditors reappointment
The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
On behalf of the board
Mr P Wright
Director
5 March 2025
GATHERWELL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GATHERWELL LIMITED
- 4 -
Opinion

We have audited the financial statements of Gatherwell Limited for the year ended 30 June 2024 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 18, 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 FRS 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:

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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and the provisions available for small entities, in the circumstances set out in note 1.1 to the financial statements, 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 company's ability to continue as a going concern for a period to 31 March 2026.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.  However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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 this 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 the other information, we are required to report that fact.

 

We have nothing to report in this regard.

GATHERWELL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GATHERWELL LIMITED
- 5 -
Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

 

Responsibilities of Directors

As explained more fully in the directors’ responsibilities statement set out on page 2, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 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.

GATHERWELL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GATHERWELL LIMITED
- 6 -

Our approach was as follows:

 

 

 

 

 

 

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

GATHERWELL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GATHERWELL LIMITED
- 7 -

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 auditor’s 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.

 

Andrei Mankov (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Belfast
5 March 2025
GATHERWELL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
2024
2023
Notes
£
£
Turnover
2
2,946,429
2,787,397
Cost of sales
3
(1,026,394)
(684,791)
Gross profit
1,920,035
2,102,606
Administrative expenses
(1,713,097)
(1,767,547)
Other income
4
8,257
257,920
Operating profit
5
215,195
592,979
Interest receivable and similar income
8
19,115
4,947
Profit before taxation
234,310
597,926
Tax on profit
9
(63,050)
(122,530)
Profit for the financial year
171,260
475,396

There was no other comprehensive income for year ended 30 June 2024 (30 June 2023: £nil).

The notes on pages 11 to 20 form part of these financial statements.

GATHERWELL LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 9 -
2024
2023
£
£
Fixed assets
Tangible assets
10
2,983
5,537
Current assets
Debtors
12
832,787
907,856
Cash at bank and in hand
11
1,819,451
2,140,158
Short term deposits
11
1,017,037
-
3,669,275
3,048,014
Creditors: amounts falling due within one year
13
(1,795,340)
(1,363,175)
Net current assets
1,873,935
1,684,839
Total assets less current liabilities
1,876,918
1,690,376
Capital and reserves
Called up share capital
15
300
300
Share-based payments
15,282
-
0
Profit and loss reserves
1,861,336
1,690,076
Total equity
1,876,918
1,690,376
The financial statements were approved by the board of directors and authorised for issue on 5 March 2025 and are signed on its behalf by:
Mr P Wright
Director
Company Registration No. 08675983

The notes on pages 11 to 20 form part of these financial statements.

GATHERWELL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
Share capital
Share-based payments
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
300
-
0
1,214,680
1,214,980
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
475,396
475,396
Balance at 30 June 2023
300
-
0
1,690,076
1,690,376
Year ended 30 June 2024:
Profit and total comprehensive income for the year
-
-
171,260
171,260
Share-based payments
-
15,282
-
0
15,282
Balance at 30 June 2024
300
15,282
1,861,336
1,876,918

The notes on pages 11 to 20 form part of these financial statements.

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
1
Accounting policies
Company information

Gatherwell Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor, Arena Court, Crown Lane, Maidenhead, SL6 8QZ.

1.1
Accounting convention

These financial statements have been prepared in accordance and compliance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The company has availed of small company exemptions in preparing its Directors' Report, as except for it being part of an ineligible group, it would otherwise be a small company.

 

The financial statements of the company are consolidated in the financial statements of Jumbo Interactive Limited (Jumbo), a company incorporated in Australia with registered office: Level One, 601 Coronation Drive, Toowong, QLD, 4066, Australia.

 

Jumbo Interactive Limited is listed on the Australian Securities Exchange (ASX ticker: JIN). Jumbo is a digital lottery specialist, providing its proprietary lottery software platforms and lottery management expertise to the charity and government lottery sectors in Australia and globally. Jumbo consolidated financial statements for the year ended 30 June 2024 are available at: https://www.jumbointeractive.com/investors/annual-reports/.

 

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern

In preparing the financial statements, the directors have considered the ability of the company to continue as a going concern and continue to monitor the impact of the cost of living crisis on its financial condition, liquidity, operations and workforce to inform their decisions for a period to 31 March 2026.true

 

The company made a profit before tax for the year ended 30 June 2024 of £234,310 (2023: £597,926) and at the balance sheet date had net current assets of £1,873,935(2023: £1,684,839) and net assets of £1,876,918 (2023: £1,690,376).

 

Despite challenges to the market, the company’s underlying business performance continued to perform well in all the markets in which it operates, both in terms of service charge revenue from core ticket sales of existing lotteries, as well as winning new business to run additional lotteries.

 

The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments to 31 March 2026 and compared this to current cash holdings.

 

The directors have considered reasonably possible changes in the assumptions or scenarios and noted that they would not give rise to any going concern conditions and similarly the directors have performed a worst case scenario and concluded that such a scenario is remote.

 

Lottery ticket sales have been stable throughout the cost of living crisis turning to growth with new lottery launches taking place and a healthy future business development. The company continues to perform well despite an ongoing cost of living crisis.

 

The directors have concluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern and therefore the directors believe that it remains appropriate to prepare the financial statements on the going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business,  and is shown net of VAT and other sales related taxes.

 

Revenue from Lottery management fees is recognised on a percentage commission basis (inclusive of VAT) on monies received on behalf of the company’s clients for which we the company manages the lotteries for. Revenue is recognised on the date the lottery is drawn.

1.4
Tangible fixed assets

Tangible fixed assets are measured at cost, net of accumulated depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost of assets over their estimated useful lives on the following bases:

Fixtures, fittings & equipment
Straight line over 4 years
Computer equipment
Straight line over 4 years

Tangible assets are derecognised on disposal or when no future economic benefits are expected. The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -

The assets useful lives and depreciation are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

 

Derecognition

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss and included in ‘Other operating (losses) / gains’.

1.5
Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit).

 

The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating units) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk– free rate and the risks inherent in the asset.

 

If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.

 

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets which include company cash in hand, and client funds ready for transfer to a client deposit account. The client deposit account represents cash held in a separate bank account for the payment of prizes and charity distributions relating to the company's customers, and both the cash and the corresponding liability have been recognised in the balance sheet.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of non-financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, are recognised at transaction price.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities as payment is due within one year or less.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

 

Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax payable for the year.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
Revenue
2024
2023
£
£
Turnover analysed by class of business
Commission from lottery services
2,815,813
2,668,574
Lottery set up fees
40,000
31,130
SaaS software licence fees
68,756
87,693
Jumbo Win sales
21,860
-
2,946,429
2,787,397

All revenue arose within the United Kingdom.

 

Jumbo Win relates to a strategic investment made in piloting a new prize draw product within the financial year. The net loss incurred totalled £290,606 profit before tax, including £105,482 of marketing and promotional activity.

 

 

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
3
Cost of sales
2024
2023
£
£
Indemnity fees
448,500
409,220
Bank charges and collection fees
247,253
274,471
Jumbo Win expense (note 2)
206,984
-
Lottery Council fees
-
1,100
Other lottery costs
123,657
-
1,026,394
684,791
4
Other income
2024
2023
£
£
Intergroup recharges
-
257,420
Sundry income
8,257
500
8,257
257,920
5
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Auditor's remuneration
63,300
57,625
Depreciation of tangible fixed assets
2,554
3,045
Legal and professional fees
1,262
30,973
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
16
16

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
966,947
1,091,521
Share-based payments
15,282
-
Social security costs
107,543
138,199
Pension costs
25,461
40,598
1,115,233
1,270,318
GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
6
Employees
(Continued)
- 17 -
Included in the total staff costs is remuneration paid to directors for services to the company of £175,185 (2023: £274,251).
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
149,923
255,791
Share-based payments
15,282
-
Company pension contributions to defined contribution schemes
9,980
18,460
175,185
274,251
The highest paid director during the year received remuneration totalling £136,868 (2023: £138,045).
8
Interest receivable and similar income
2024
2023
£
£
Interest receivable and similar income includes the following:
Bank interest - Deposit account
19,115
4,947
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
63,071
122,530
Adjustments in respect of prior periods
(21)
-
0
Total current tax
63,050
122,530
GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
9
Taxation
(Continued)
- 18 -

The main rate of corporation tax in the UK increased from 19% to 25% with effect from 1 April 2023. The tax charge for the year can be reconciled to the expected charge based on the profit or loss and the effective rate of tax as follows:

2024
2023
£
£
Profit before taxation
234,310
597,926
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
58,578
122,575
Tax effect of expenses that are not deductible in determining taxable profit
896
1,247
Share based payment charge
3,821
-
0
Over provided for prior years
(21)
-
0
Deductible expense
(224)
(1,292)
Taxation charge for the year
63,050
122,530
10
Tangible fixed assets
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 July 2023
1,654
14,426
16,080
Disposals
(1,654)
(1,907)
(3,561)
At 30 June 2024
-
0
12,519
12,519
Depreciation and impairment
At 1 July 2023
1,654
8,889
10,543
Depreciation charged in the year
-
0
2,554
2,554
Eliminated in respect of disposals
(1,654)
(1,907)
(3,561)
At 30 June 2024
-
0
9,536
9,536
Carrying amount
At 30 June 2024
-
0
2,983
2,983
At 30 June 2023
-
0
5,537
5,537
GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
11
Cash at bank and in hand and short term deposits

At the year end 30 June 2024 £828,146 (2023: £704,498) was held in trust, in a separate bank account, for the payment of prizes and charity distributions relating to Gatherwell's customers and therefore this is restricted cash. The cash and corresponding liability have been recognised in the balance sheet.

 

The amount of £1,017,037 included within short term deposits on the balance sheet is deposited for one year with an interest rate of 3.91% per annum. The amount deposited matures on 12 June 2025.

 

 

12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
26,399
11,999
Corporation tax recoverable
80,185
-
0
Amounts owed by group undertakings
680,166
692,643
Prepayments and accrued income
46,037
203,214
832,787
907,856

Balance owed by fellow group undertakings is interest- free and repayable on demand.

13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
33,542
30,776
Corporation tax
-
0
72,050
Other taxation and social security
144,424
150,587
Deferred income
166,084
107,768
Customer funds payable
1,356,359
924,179
Other creditors
15,471
24,183
Accruals
79,460
53,632
1,795,340
1,363,175
14
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
25,461
40,598

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the balance sheet date the company owed £3,790 (2023: £4,687) with respect to the pension fund.

GATHERWELL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
15
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
300
300
300
300
16
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
13,500
-
0

All leases are payable within one year.

17
Related party transactions

The company has taken advantage of the exemption available to not disclose transactions and balances between wholly owned fellow group companies.

 

The total remuneration paid to directors for services to the company was £175,185 (2023: £274,251).

18
Parent company

Jumbo Interactive Limited, a company incorporated in Australia, is the ultimate controlling party. The registered office is Level One, 601 Coronation Drive, Toowong, QLD, 4066, Australia.

 

The smallest group in which the results of the company are consolidated is that headed by Jumbo Interactive Limited.

 

The consolidated annual report of Jumbo Interactive Limited for the year ended 30 June 2024 is available to the public and can be accessed at https://www.jumbointeractive.com/investors/annual-reports/.

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