Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-3174truetruetruetruefalsetrue2023-01-0175truefalse 09626806 2023-01-01 2023-12-31 09626806 2023-12-31 09626806 2022-01-01 2022-12-31 09626806 2022-12-31 09626806 2022-01-01 09626806 1 2023-01-01 2023-12-31 09626806 1 2022-01-01 2022-12-31 09626806 2 2023-01-01 2023-12-31 09626806 2 2022-01-01 2022-12-31 09626806 3 2023-01-01 2023-12-31 09626806 3 2022-01-01 2022-12-31 09626806 4 2023-01-01 2023-12-31 09626806 4 2022-01-01 2022-12-31 09626806 d:Director1 2023-01-01 2023-12-31 09626806 d:RegisteredOffice 2023-01-01 2023-12-31 09626806 e:FurnitureFittings 2023-01-01 2023-12-31 09626806 e:FurnitureFittings 2023-12-31 09626806 e:FurnitureFittings 2022-12-31 09626806 e:FurnitureFittings e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09626806 e:ComputerEquipment 2023-01-01 2023-12-31 09626806 e:ComputerEquipment 2023-12-31 09626806 e:ComputerEquipment 2022-12-31 09626806 e:ComputerEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09626806 e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09626806 e:CurrentFinancialInstruments 2023-12-31 09626806 e:CurrentFinancialInstruments 2022-12-31 09626806 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 09626806 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 09626806 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 09626806 e:ReportableOperatingSegment1 2022-01-01 2022-12-31 09626806 f:UnitedKingdom 2023-01-01 2023-12-31 09626806 f:UnitedKingdom 2022-01-01 2022-12-31 09626806 f:RestEuropeOutsideUK 2023-01-01 2023-12-31 09626806 f:RestEuropeOutsideUK 2022-01-01 2022-12-31 09626806 f:RestWorldOutsideUK 2023-01-01 2023-12-31 09626806 f:RestWorldOutsideUK 2022-01-01 2022-12-31 09626806 e:UKTax 2023-01-01 2023-12-31 09626806 e:UKTax 2022-01-01 2022-12-31 09626806 e:ShareCapital 2023-12-31 09626806 e:ShareCapital 2022-12-31 09626806 e:ShareCapital 2022-01-01 09626806 e:CapitalRedemptionReserve 2023-01-01 2023-12-31 09626806 e:CapitalRedemptionReserve 2023-12-31 09626806 e:CapitalRedemptionReserve 2 2023-01-01 2023-12-31 09626806 e:CapitalRedemptionReserve 2022-01-01 2022-12-31 09626806 e:CapitalRedemptionReserve 2022-12-31 09626806 e:CapitalRedemptionReserve 2022-01-01 09626806 e:CapitalRedemptionReserve 2 2022-01-01 2022-12-31 09626806 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09626806 e:RetainedEarningsAccumulatedLosses 2023-12-31 09626806 e:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 09626806 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09626806 e:RetainedEarningsAccumulatedLosses 2022-12-31 09626806 e:RetainedEarningsAccumulatedLosses 2022-01-01 09626806 e:RetainedEarningsAccumulatedLosses 2 2022-01-01 2022-12-31 09626806 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2023-12-31 09626806 e:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2022-12-31 09626806 d:OrdinaryShareClass1 2023-01-01 2023-12-31 09626806 d:OrdinaryShareClass1 2023-12-31 09626806 d:OrdinaryShareClass1 2022-12-31 09626806 d:FRS102 2023-01-01 2023-12-31 09626806 d:Audited 2023-01-01 2023-12-31 09626806 d:FullAccounts 2023-01-01 2023-12-31 09626806 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09626806 e:WithinOneYear 2023-12-31 09626806 e:WithinOneYear 2022-12-31 09626806 e:ShareCapital 2 2023-01-01 2023-12-31 09626806 e:ShareCapital 2 2022-01-01 2022-12-31 09626806 g:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 09626806







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


WIREDSCORE UK LIMITED






































img4aba.png                        

 


WIREDSCORE UK LIMITED
 


 
COMPANY INFORMATION


Director
W P Newton 




Registered number
09626806



Registered office
4 Old Street Yard

London

England

EC1Y 8AF




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


WIREDSCORE UK LIMITED
 



CONTENTS



Page
Strategic Report
1 - 2
Director's Report
3 - 4
Independent Auditors' Report
5 - 8
Income Statement
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 22

 


WIREDSCORE UK LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their stategic report for the year ended 31 December 2023.

Business review
 
The results for the year are set out in the Income Statement on page 9.
The Company continues to show good organic growth achieving a revenue of £7,042,409 (2022: £6,668,309). This represents growth of 5.6%, primarily driven by recurring revenue coupled with continued market penetration efforts.

The Company’s operating loss for the year decreased to £3,334,053 compared to an operating loss of £5,823,364 in 2022.

This decrease has been a focused effort driven by several key factors:

1. Cost reduction to sustainably improve profitability for the year and future years.

2. A more strategic approach to exchange rate fluctuations with regards to timing and location of payments and receipts.

Principal risks and uncertainties
 
The Company’s strategic management and execution are susceptible to various risks and uncertainties. The most important risks are managed through regular management operation reviews and are subject to oversight by investors. 

These risks and uncertainties include:
 
• A significant and prolonged downturn in the property development market which can adversely affect the business, as the demand for digital infrastructure assessments and accreditations is closely tied to the health of the property market. Reduced property development activity can lead to fewer opportunities for our services, impacting our revenue and growth prospects.

• As contracts and invoices are made in a number of different currencies, fluctuations in exchange rates can significantly impact financial performance. Currency volatility can affect the profitability of operations, leading to unpredictable financial outcomes
 
To mitigate this risk, the Company conducts thorough and regular management operation reviews, which allow us to identify potential issues early and adjust our strategies accordingly. These reviews ensure that robust operational controls are maintained and can swiftly respond to changing market conditions. Additionally, our investors provide oversight, offering guidance and support to navigate these challenges effectively. Through this proactive risk management approach, the Company aims to sustain our growth and maintain stability in our operations.



Page 1

 


WIREDSCORE UK LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern
 
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. Currently, the Company relies on financial support from its parent company, Broadband Proliferation Partners LLC and other group companies to meet its day-to-day working capital requirements.  
The Group changed it's strategic position and are focusing on profitability rather than fast growth and incurring losses in the process in 2023 and 2024. Managements strategic position in achieving a positive EBITDA has been through a cost restructuring exercise, mainly attributable to reduction in staff costs. This strategic decision has allowed the Group to achieve a positive EBITDA based on the latest available monthly results in 2025. 
The parent company produces the group cashflow forecasts which includes the company. The parent company have therefore confirmed their willingness and ability to support, and they will not demand repayment of any balances from at least twelve months the next twelve months of the financial statements being signed.
Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Future developments
 
As the demand for building accreditations increases, driven by our customers' recognition of the benefits and importance, our challenge lies in ensuring that our products evolve to keep pace with rapidly changing technology and remain relevant in this dynamic landscape. While we continue to expand our client base, we remain focused on delivering and maintaining exceptional service to our existing customers. Our goal is to enhance the value we provide to each customer, ensuring their satisfaction and fostering long-term relationships.
A key component of our strategic plan for the next year is to explore new asset classes and continue expanding into new locations to grow our presence and recognition around the world. There are significant opportunities to step into new markets to grow the Business and the brand of WiredScore.

The Company's key financial and other performance indicators are as follows:

Financial key performance indicators

2023
2022
        £
        £
Revenue

7,042,409

6,668,309
 
Operating profit/(loss)

(3,334,053)

(5,823,364)
 
Other key performance indicators


2023
2022



Operating return on turnover
-47%
-87%
Average number of employees
75
74
Debtor days
122
73

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



W P Newton
Director
Date: 13 March 2025
Page 2

 


WIREDSCORE UK LIMITED
 


 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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.
 In preparing these financial statements, the director is required to:
 

select suitable accounting policies for the Company'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 Company will continue in business.

The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Principal activity

The principal activities of the Company involve assessing and providing accreditation for digital infrastructure in buildings

Results and dividends

The loss for the year, after taxation, amounted to £2,738,454 (2022 - loss £4,940,414).

No dividend has been recommended to be paid.

Director

The director who served during the year was:
W P Newton
A J Barendrecht (resigned 1 July 2024) 

Matters covered in the Strategic Report

The company has chosen in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the company's Strategic Report the Company's Strategic Report Information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.

Page 3

 


WIREDSCORE UK LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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




W P Newton
Director
Date:13 March 2025
Page 4

 


WIREDSCORE UK LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED

Opinion


We have audited the financial statements of WIREDSCORE UK LIMITED (the 'Company') for the year ended 31 December 2023, which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss 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 Company 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 director's 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 of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the director 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 director is responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 


WIREDSCORE UK LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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 director's 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 Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 


WIREDSCORE UK LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and

°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

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

°Posting of unusual journals and complex transactions; 

°Risk of fictitious employees.

°Risk of revenue recognition not recorded accurately and appropriately.

°Risk of acceleration of profits if revenue cut off controls are not robust.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 7

 


WIREDSCORE UK LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Sophie Said FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

13 March 2025
Page 8

 


WIREDSCORE UK LIMITED
 


 
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
 4 
7,042,409
6,668,309

Cost of sales
  
(527,917)
(495,423)

Gross profit
  
6,514,492
6,172,886

Administrative expenses
  
(9,947,528)
(11,557,473)

Other operating income/(charges)
  
98,983
(438,777)

Operating loss
  
(3,334,053)
(5,823,364)

Tax on loss
 9 
595,599
882,950

Loss for the financial year
  
(2,738,454)
(4,940,414)

There are no items of other comprehensive income for 2023 or 2022 other than the loss for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 12 to 22 form part of these financial statements.

Page 9

 


WIREDSCORE UK LIMITED
REGISTERED NUMBER:09626806



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
170,060
264,027

  
170,060
264,027

Current assets
  

Debtors: amounts falling due within one year
 11 
7,277,370
7,473,712

Bank and cash balances
  
847,886
2,463,309

  
8,125,256
9,937,021

Creditors: amounts falling due within one year
 12 
(15,494,256)
(14,714,516)

Net current liabilities
  
 
 
(7,369,000)
 
 
(4,777,495)

Total assets less current liabilities
  
(7,198,940)
(4,513,468)

Provisions for liabilities
  

Dilapidation provision
  
(126,000)
(126,000)

  
 
 
(126,000)
 
 
(126,000)

Net liabilities
  
(7,324,940)
(4,639,468)


Capital and reserves
  

Called up share capital 
  
1
1

Capital contribution reserve
 15 
914,858
1,081,592

Profit and loss account
 15 
(8,239,799)
(5,721,061)

  
(7,324,940)
(4,639,468)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 13 March 2025.




W P Newton
Director

The notes on pages 12 to 22 form part of these financial statements.
Page 10

 


WIREDSCORE UK LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1
875,287
(800,173)
75,115



Loss for the year
-
-
(4,940,414)
(4,940,414)

Transfer to profit and loss account - share options forfeited.
-
(19,526)
19,526
-

Recognition of equity settled share based payments
-
225,831
-
225,831



At 1 January 2023
1
1,081,592
(5,721,061)
(4,639,468)



Loss for the year
-
-
(2,738,454)
(2,738,454)

Transfer to profit and loss account - share options forfeited.
-
(219,716)
219,716
-

Recognition of equity settled share based payments
-
52,982
-
52,982


At 31 December 2023
1
914,858
(8,239,799)
(7,324,940)


The notes on pages 12 to 22 form part of these financial statements.

Page 11

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

WiredScore UK Limited is a private company, limited by shares, incorporated and domiciled in England and Wales. Details of the company's registered office can be found on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Wiredscore EMEA Limited as at 31 December 2023 and these financial statements may be obtained from 4 Old Street Yard, London, England, EC1Y 8AF.

 
2.3

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. Currently, the Company relies on financial support from its parent company, Broadband Proliferation Partners LLC and other group companies to meet its day-to-day working capital requirements.  
The Group changed it's strategic position and are focusing on profitability rather than fast growth and incurring losses in the process in 2023 and 2024. Managements strategic position in achieving a positive EBITDA has been through a cost restructuring exercise, mainly attributable to reduction in staff costs. This strategic decision has allowed the Group to achieve a positive EBITDA based on the latest available monthly results in 2025. 
The parent company produces the group cashflow forecasts which includes the company. The parent company have therefore confirmed their willingness and ability to support, and they will not demand repayment of any balances from at least twelve months the next twelve months of the financial statements being signed.
Accordingly, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 12

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.
SmartScore Office certification product sales revenue is recognised once the intellectual property is passed to the customer, as this gives the customer the schematics and ability to design a smart building. Revenue is recognised at pre or post kick off date as this is when the information is provided by the customer. 
WiredScore Home certification product sales revenue is recognised once the customer provides the building plans and all design information, allowing WiredScore to evaluate against the evidence received against the standard benchmark to certify a building. This milestone represents the operational stage at which the majority of the risks and rewards are deemed transferred.
WiredScore Office certification product sales revenue is recognised at the point of the site visit date as this is the date of the physical site survey being performed. Evidence is obtained from the engineer(s) at the site visit date to prepare a report to certify the building. This milestones represent the operational stage at which the majority of the risks and rewards are deemed to be transferred.
For Accredited Professional ("AP") sales revenue is recognised at the point of contract signature as this is when training materials become available to the registering AP and the risks and rewards are deemed to be transferred.
Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Exchange differences are recognised in the Profit and Loss account in the period in which the arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

 
2.6

Operating leases: the Company as lessee

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

Page 13

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

  
2.8

Share-based payment

The Company's employees have been granted share options by the ultimate parent company. The share-based payment transactions are measured by reference to the fair value of the equity instruments at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of an appropriate pricing model which is considered by management to be the most appropriate method of valuation.
 
 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

  
2.10

Research and development

Research and development expenditure is written off in the year which it is incurred.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 14

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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:

Fixtures and fittings
-
3 years straight line or over the remaining term of the lease.
Computer equipment
-
3 years straight line.

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.
 
 
2.13

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 15

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions
that affect the amounts reported. These estimates and judgements are continually reviewed and are based on
experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. 
The judgements (apart from those involving estimations) that management has made in the process of applying the
entity's accounting policies and that have the most significant effect on the amounts recognised in the financial
statements are as follows:
Revenue recognition 
Key judgement is involved in determining when revenue is recognised based on the revenue stream as denoted in note 2.4. Based on the revenue stream, certain stages as deemed the appropriate time for revenue recognition and this could significantly impact when revenue is recognised.
Share-based payments
Details of the share-based payment scheme is disclosed in note 2.8 of the accounts, with key estimation of the fair value of the ultimate parent company's shares on the date of the grant and inputs into the Black-Scholes model when measuring the fair value of shares.
Dilapidation provision
Key estimation uncertainty are the restoration costs in returning the premises back to its orginal condition before the lease was entered into.
Page 16

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

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


2023
2022
£
£

Sales
7,042,409
6,668,309

7,042,409
6,668,309


2023
2022
£
£

United Kingdom
3,331,751
3,957,604

Rest of Europe
1,986,216
1,481,807

Rest of the world
1,724,442
1,228,898

7,042,409
6,668,309



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation
102,139
89,140

Research & development charged as an expense
2,752,445
2,647,527

Exchange differences
(602,919)
797,379

Other operating lease rentals
436,114
473,826

Share-based payment
52,982
225,831


6.


Auditors' remuneration

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


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
32,650
24,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 17

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
5,559,571
4,915,116

Social security costs
675,368
647,820

Cost of defined contribution scheme
277,267
124,274

6,512,206
5,687,210


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


        2023
        2022
            No.
            No.







Employees
75
74


8.


Directors' remuneration

2023
2022
£
£



Directors' emoluments
255,024
246,035

Cost of defined contribution scheme
32,934
31,520

287,958
277,555

The highest paid director received remuneration of £287,958 (2022 - £277,555).
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £32,934 (2022 - £31,520).
During the year 1 director exercised share options and received shares under the long-term incentive scheme (2022 - 1).
Page 18

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
(595,599)
(882,950)


Total current tax
(595,599)
(882,950)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022:19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(3,334,053)
(5,823,364)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(784,188)
(1,106,439)

Effects of:


Expenses not deductible for tax purposes
19,395
45,100

Fixed asset differences
7,597
42

Other permanent differences
(7,589)
(89)

Additional deduction for R&D expenditure
(626,993)
(653,939)

Surrender of tax losses for R&D tax credit refund
651,959
274,019

Remeasurement of deferred tax for changes in tax rates
(9,072)
(176,322)

Movement in deferred tax not recognised
153,292
734,678

Total tax charge for the year
(595,599)
(882,950)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
195,952
230,430
426,382


Additions
-
8,172
8,172



At 31 December 2023

195,952
238,602
434,554



Depreciation


At 1 January 2023
51,610
110,745
162,355


Charge for the year on owned assets
50,639
51,500
102,139



At 31 December 2023

102,249
162,245
264,494



Net book value



At 31 December 2023
93,703
76,357
170,060



At 31 December 2022
144,342
119,685
264,027

Page 20

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Debtors

2023
2022
£
£


Trade debtors
2,359,770
1,319,689

Amounts owed by group undertakings
2,146,043
3,062,774

Other debtors
113,492
123,677

VAT recoverable
-
143,447

Prepayments and accrued income
1,175,634
1,457,806

Tax recoverable
1,482,431
1,366,319

7,277,370
7,473,712



12.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
248,342
230,314

Amounts owed to group undertakings
12,978,850
12,526,826

Other taxation and social security
216,047
379,106

Other creditors
122,550
40,994

Accruals and deferred income
1,928,467
1,537,276

15,494,256
14,714,516



13.


Provisions





Dilapidation provision

£





At 1 January 2023
126,000



At 31 December 2023
126,000


14.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1


Page 21

 


WIREDSCORE UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Reserves

Capital contribution reserve

The capital contribution reserve is attributable to equity share based payment scheme with the ultimate parent company.

Profit and loss account

The profit and loss account records retained earnings and accumulated losses attributable to the shareholders of the company.


16.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
222,488
444,976

222,488
444,976


17.


Related party transactions

In accordance with section 33.1A of FRS102, the Company has not disclosed any related party transactions between the Company, its parent undertaking and fellow subsidiaries.


18.


Parent company and controlling party

WiredScore EMEA Limited, a company incorporated in England and Wales, is the parent company of the smallest group for which consolidated financial statements are drawn up of which the company is a member. The parent company's registered office is 4 Old Street Yard, London, England, EC1Y 8AF.
WS HoldCo, Inc, a company incorporated in the United States of America, is the parent company of the largest group for which consolidated financial statements are drawn up of which the company is a member. The ultimate parent company's registered office is 251 Little Falls Drive, Wilmington, Delaware, 19808.

 
Page 22