Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their stategic report for the year ended 31 December 2023.
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.
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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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:
This report was approved by the board and signed on its behalf.
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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.
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
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 2006. He 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.
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.
The director who served during the year was:
W P Newton
A J Barendrecht (resigned 1 July 2024)
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.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Under section 487(2) of the Companies Act 2006, Menzies 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED
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 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).
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.
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.
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 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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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED (CONTINUED)
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED (CONTINUED)
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WIREDSCORE UK LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Magna House
18-32 London Road
TW18 4BP
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INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 22 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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:
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
Research and development expenditure is written off in the year which it is incurred.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (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:
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.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Capital contribution reserve
Profit and loss account
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.
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