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Company registration number: 10306196







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


WIREDSCORE EMEA LIMITED






































img05aa.png                        

 


WIREDSCORE EMEA LIMITED
 


 
COMPANY INFORMATION


Director
William Peter Newton 




Registered number
10306196



Registered office
4 Old Street Yard

London

EC1Y 8AF




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


WIREDSCORE EMEA LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Statement of Financial Position
10
Company Statement of Financial Position
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 30

 


WIREDSCORE EMEA LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Group Strategic Report for the year ended 31 December 2023.

Principal activities

The principal activities of the Group involve assessing and providing accreditation for digital infrastructure in buildings.
This Group Strategic Report sets out the results for the UK, Singapore, Germany and France operations of Wiredscore EMEA Limited. 

Business review
 
The Group continues to show strong revenue performance of  £10,559,282 (2022: £10,772,136). The revenue performance is primarily driven by recurring revenue coupled with continued expansion efforts. 
The Group’s operating loss for the year decreased to £3,059,655, compared to an operating loss of £6,114,243 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 Group has also monitored its cash position through the cost cutting exercise and maintained a strong level of cash of £1,764,321 (2022: £4,188,782) without the need for any external funding. Please refer to the going concern section below for the forecasted position on page 2.


Principal risks and uncertainties
 
The Group'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 the subsidiaries trade in local currencies, fluctuations in exchange rates can significantly impact financial performance. Currency volatility can affect the profitability of international operations, leading to unpredictable financial outcomes. e

To mitigate these risks, the Group 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 Group aims to sustain our growth and maintain stability in our operations.

Financial key performance indicators

2023
2022
        £
        £
Revenue

10,559,282

10,772,136
 
Operating loss

(3,059,655)

(6,114,243)
 

Page 1

 


WIREDSCORE EMEA LIMITED
 



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

Other key performance indicators

2023
2022
        £
        £
Operating return on turnover

-29%

-57%
 
Average number of employees

100

95
 
Debtor days

125

128
 

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.
Going Concern
The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. Currently, the Group  relies on financial support from its ultimate parent company, WS HoldCo, PBC to meet its day-to-day working capital requirements.
The Group changed its strategic position and are focusing on profitability.  Management's 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 management accounts from January 2024 to December 2024, together with sensitivity analysis conducted by management providing further support that WS Holdco, PBC will have sufficient resources to support the Group. 
WS HoldCo, PBC produces the group cashflow forecasts which includes the WiredScore EMEA Limited. WS HoldCo, PBC have therefore confirmed their willingness and ability to support, and they will not demand repayment of any balances from at least twelve months from the date of approval of the financial statements.
Accordingly, the directors have a reasonable expectation that the Group 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.


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





William Peter Newton
Director

Date: 28 March 2025
Page 2

 


WIREDSCORE EMEA LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £2,532,783 (2022 - loss £5,274,844).

Directors

The directors who served during the year were:

Arie John Barendrecht (resigned 1 July 2024)
William Peter Newton 

Matters covered in the Group Strategic Report

The Group has chosen in accordance with the Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Group'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, principal risks and uncertainties and future developments sections. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

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

Post balance sheet events

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

Page 3

 


WIREDSCORE EMEA LIMITED
 


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

Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 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.
 





William Peter Newton
Director

Date: 28 March 2025
Page 4

 


WIREDSCORE EMEA LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIREDSCORE EMEA LIMITED

Opinion


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


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


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


We have nothing to report in this regard.


Page 5

 


WIREDSCORE EMEA LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIREDSCORE EMEA LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 


WIREDSCORE EMEA LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIREDSCORE EMEA LIMITED (CONTINUED)

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 Group financial statements.


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

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including 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 Group 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 Group'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; and
°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 Auditor's Report.
Page 7

 


WIREDSCORE EMEA LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIREDSCORE EMEA 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 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.





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

28 March 2025
Page 8

 


WIREDSCORE EMEA LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
10,559,282
10,772,136

Cost of sales
  
(953,437)
(622,643)

Gross profit
  
9,605,845
10,149,493

Administrative expenses
  
(12,814,438)
(16,353,449)

Other operating income
  
148,938
89,713

Operating loss
 5 
(3,059,655)
(6,114,243)

Tax on loss
 9 
526,872
839,399

Loss for the financial year
  
(2,532,783)
(5,274,844)

  

Exchange gains arising on translation on foreign operations
  
(95,209)
87,646

Other comprehensive income for the year
  
(95,209)
87,646

Total comprehensive income for the year
  
(2,627,992)
(5,187,198)

Loss for the year attributable to:
  

Owners of the parent Company
  
(2,532,783)
(5,274,844)

  
(2,532,783)
(5,274,844)

The notes on pages 16 to 30 form part of these financial statements.

Page 9

 


WIREDSCORE EMEA LIMITED
REGISTERED NUMBER:10306196



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible Fixed Assets
 10 
185,502
279,446

  
185,502
279,446

Current assets
  

Debtors
 12 
7,697,312
6,309,894

Cash at bank and in hand
  
1,764,321
4,188,782

  
9,461,633
10,498,676

Creditors: amounts falling due within one year
 13 
(17,659,916)
(15,930,667)

Net current liabilities
  
 
 
(8,198,283)
 
 
(5,431,991)

Total assets less current liabilities
  
(8,012,781)
(5,152,545)

Creditors: amounts falling due after more than one year
 14 
-
(244,526)

Provisions for liabilities
  

Provisions
 15 
(126,000)
(166,700)

  
 
 
(126,000)
 
 
(166,700)

Net liabilities
  
(8,138,781)
(5,563,771)


Capital and reserves
  

Called up share capital 
 16 
1
1

Capital Contribution Reserve
 17 
914,858
1,081,592

Foreign Exchange Reserve
 17 
(4,479)
90,730

Profit And Loss Account
 17 
(9,049,161)
(6,736,094)

Equity attributable to owners of the parent Company
  
(8,138,781)
(5,563,771)

  
(8,138,781)
(5,563,771)


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




William Peter Newton
Director

Date: 28 March 2025

The notes on pages 16 to 30 form part of these financial statements.
Page 10

 


WIREDSCORE EMEA LIMITED
REGISTERED NUMBER:10306196



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 11 
23,660
23,660

  
23,660
23,660

Current assets
  

Debtors
 12 
515,228
493,836

Cash at bank and in hand
  
9
629

  
515,237
494,465

Creditors: amounts falling due within one year
 13 
(784,583)
(610,528)

Net current liabilities
  
 
 
(269,346)
 
 
(116,063)

Total assets less current liabilities
  
(245,686)
(92,403)

  

  

Net liabilities
  
(245,686)
(92,403)


Capital and reserves
  

Called up share capital 
 16 
1
1

Profit and loss account
 17 
(245,687)
(92,404)

  
(245,686)
(92,403)


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




William Peter Newton
Director

Date: 28 March 2025

The notes on pages 16 to 30 form part of these financial statements.
Page 11

 


WIREDSCORE EMEA LIMITED
 



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


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

£
£
£
£
£


At 1 January 2022
1
875,287
3,084
(1,480,776)
(602,404)



Loss for the year
-
-
-
(5,274,844)
(5,274,844)

-
-
-
-
-

Foreign exchange on translation of subsidiaries
-
-
87,646
-
87,646

Transfer to/(from) profit and loss account
-
(19,526)
-
19,526
-

Share based payment
-
225,831
-
-
225,831



At 1 January 2023
1
1,081,592
90,730
(6,736,094)
(5,563,771)



Loss for the year
-
-
-
(2,532,783)
(2,532,783)

Foreign exchange on translation of subsidiaries
-
-
(95,209)
-
(95,209)

Transfer to/(from) profit and loss account
-
(219,716)
-
219,716
-

Share based payment
-
52,982
-
-
52,982


At 31 December 2023
1
914,858
(4,479)
(9,049,161)
(8,138,781)


The notes on pages 16 to 30 form part of these financial statements.
Page 12

 


WIREDSCORE EMEA LIMITED
 



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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1
(43,789)
(43,788)



Loss for the year
-
(48,615)
(48,615)



At 1 January 2023
1
(92,404)
(92,403)



Loss for the year
-
(153,283)
(153,283)


At 31 December 2023
1
(245,687)
(245,686)


The notes on pages 16 to 30 form part of these financial statements.
Page 13

 


WIREDSCORE EMEA LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,532,783)
(5,274,844)

Adjustments for:

Depreciation of tangible assets
146,089
99,343

Loss on disposal of tangible assets
15,059
-

Taxation charge
(526,870)
(839,399)

Increase in debtors
(1,306,534)
(1,613,897)

Increase in creditors
1,578,487
8,827,642

(Decrease)/increase in provisions
(40,700)
115,276

Corporation tax received
483,837
131,790

Foreign exchange
(226,464)
845,364

Share based payment
52,982
225,831

Net cash generated from operating activities

(2,356,897)
2,517,106


Cash flows from investing activities

Purchase of tangible fixed assets
(67,564)
(277,173)

Net cash from investing activities

(67,564)
(277,173)


Net (decrease)/increase in cash and cash equivalents
(2,424,461)
2,239,933

Cash and cash equivalents at beginning of year
4,188,782
1,948,849

Cash and cash equivalents at the end of year
1,764,321
4,188,782


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,764,321
4,188,782

1,764,321
4,188,782


The notes on pages 16 to 30 form part of these financial statements.

Page 14

 


WIREDSCORE EMEA LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

4,188,782

(2,424,461)

1,764,321


4,188,782
(2,424,461)
1,764,321

The notes on pages 16 to 30 form part of these financial statements.
Page 15

 


WIREDSCORE EMEA LIMITED
 


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

1.


General information

WiredScore EMEA Limited is a private company limited by shares, incorporated in England and Wales. The address of the registered office and its principal place of business is given in the company information page of these financial statements.
The nature of the operations and principal activities is set out in the Strategic & Director's report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

Page 16

 


WIREDSCORE EMEA LIMITED
 


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

2.Accounting policies (continued)

 
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 Group  relies on financial support from its ultimate parent company, WS HoldCo, PBC to meet its day-to-day working capital requirements.
The Group changed its strategic position and are focusing on profitability  Management's 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 management accounts from January 2024 to December 2024, together with sensitivity analysis conducted by management providing further support that WS Holdco, PBC will have sufficient resources to support the Group. 
WS HoldCo, PBC produces the group cashflow forecasts which includes the WiredScore EMEA Limited. WS HoldCo, PBC have therefore confirmed their willingness and ability to support, and they will not demand repayment of any balances from at least twelve months from the date of approval of the financial statements.
Accordingly, the directors have a reasonable expectation that the Group 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

 
2.4

Foreign currency translation

Functional and presentation currency

The Group's functional currency is GBP £ which is where the majority of the trade takes place. The 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.

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

Page 17

 


WIREDSCORE EMEA LIMITED
 


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

2.Accounting policies (continued)

 
2.5

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.

 
2.6

Operating leases: the Group as lessee

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

 
2.7

Research and development

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

 
2.8

Pensions

Defined contribution pension plan

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

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

Page 18

 


WIREDSCORE EMEA LIMITED
 


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

2.Accounting policies (continued)

 
2.9

Share-based payments

The Group's employees have been granted share options by the 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 Group'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 the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The share based payment scheme in note 18 is the scheme with the ultimate parent company and WiredScore UK as share based payments in the remaining legal entities in the WiredScore EMEA Limited group is immaterial.

 
2.10

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 and the Group operate and generate income.


 
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.

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
Office equipment
-
3 years straight line
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

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

 


WIREDSCORE EMEA LIMITED
 


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

2.Accounting policies (continued)

 
2.13

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.

 
2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.


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 assumptionsthat 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 theentity's accounting policies and that have the most significant effect on the amounts recognised in the financialstatements are as follows:
 
Revenue recognition
Key judgement is involved in determining when revenue is recognised based on the revenue stream as denoted in note 2.5. 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 18 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 original condition before the lease was entered into. 

Page 20

 


WIREDSCORE EMEA 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
10,559,282
10,772,136

10,559,282
10,772,136


Analysis of turnover by country of destination:

2023
Restated
2022
£
£

United Kingdom
6,848,624
3,957,604

Rest of Europe
1,986,216
5,585,634

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

10,559,282
10,772,136


All turnover is derived by the principal activities of assessing and providing accreditation for digital infrastructure in buildings.
IThe comparatives in 2022 have been restated for the correct split of revenue between United Kingdom, Rest of Europe and Rest of the World.


5.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Advertising and promotion
552,232
2,116,990

(Gain)/loss on foreign exchange
(772,431)
845,634

Operating lease rentals
758,379
679,128

Share-based payment
52,982
225,831

Depreciation
146,089
99,343

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

Page 21

 


WIREDSCORE EMEA LIMITED
 


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

6.


Auditor's remuneration

During the year, the Group obtained the following services from the Group's auditor:


2023
2022
£
£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements
106,000
51,000

Fees payable to the Group's auditors in respect of:
-
-

Taxation compliance services
3,000
2,500

Other services
4,350
8,800

Other tax services
14,000
12,000


7.


Employees

Staff costs were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
7,492,989
6,685,175

Social security costs
933,700
1,050,779

Cost of defined contribution scheme
351,021
258,610

8,777,710
7,994,564


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


        2023
        2022
            No.
            No.







Employees including directors
102
97


8.


Directors' remuneration



The highest paid director received remuneration of £287,958 (2022 - £277,555).

The value of the Group'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 received shares under the long-term incentive schemes (2022 -1)

The key management personnel are the Directors' of WiredScore EMEA Limited, remuneration of which is disclosed here. 

Page 22

 


WIREDSCORE EMEA 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)


(595,599)
(882,950)

Foreign tax


Foreign tax on income for the year
28,091
44,135

Foreign tax in respect of prior periods
40,636
(584)

68,727
43,551

Total current tax
(526,872)
(839,399)

Deferred tax

Total deferred tax
-
-


Tax on loss
(526,872)
(839,399)
Page 23

 


WIREDSCORE EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%) as set out below:

2023
2022
£
£


Loss on ordinary activities before tax
(3,059,655)
(6,114,243)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(727,372)
(1,088,881)

Effects of:


Depreciation in excess of capital allowances
-
136

Fixed asset timing differences
7,597
44

Expenses not deductible for tax
9,198
69,501

Income not taxable
-
(1,939)

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

Surrender of tax losses for R & D tax credit refund
651,958
274,019

Differences in tax rates
-
3,148

Other permanent differences
(7,389)
(124,067)

Remeasurement of deferred tax for changes in tax rates
(11,340)
(176,322)

Movement in deferred tax not recognised
177,469
858,901

Total tax charge for the year
(526,872)
(839,399)


Deferred tax

A deferred tax asset of £908,479 (2022: £804,753) in relation to tax timing differences, losses and other deductions has not been recognised as there is no certainty over its recovery.

Page 24

 


WIREDSCORE EMEA LIMITED
 


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

10.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
195,952
34,846
230,430
461,228


Additions
32,779
-
34,785
67,564


Disposals
-
(34,846)
-
(34,846)



At 31 December 2023

228,731
-
265,215
493,946



Depreciation


At 1 January 2023
51,610
19,427
110,745
181,782


Charge for the year on owned assets
77,821
-
68,268
146,089


Disposals
-
(19,427)
-
(19,427)



At 31 December 2023

129,431
-
179,013
308,444



Net book value



At 31 December 2023
99,300
-
86,202
185,502



At 31 December 2022
144,342
15,419
119,685
279,446

The parent company has no fixed assets.

Page 25

 


WIREDSCORE EMEA LIMITED
 


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

11.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
23,660



At 31 December 2023
23,660




Investments are reviewed for impairment annually, including the review of internal and external indicators. Following the review of investments at 31 December 2023, no signs of impairment was identified.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

WiredScore UK Ltd (UK)
4 Old Street Yard, London, England, EC1Y 8AF
Ordinary
100%
WiredScore SAS (France)
33 Rue La Fayette, 75009 - Paris
Ordinary
100%
WiredScore GmbH (Germany)
Bockenheimer Anlage 46, 60322 Frankfurt am Main, Germany
Ordinary
100%
WiredScore Pte. Ltd (Singapore)
12 Marina View, #12-05, Asia Square Tower 2, Singapore (018961)
Ordinary
100%








Page 26

 


WIREDSCORE EMEA LIMITED
 


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

12.


Debtors

Group
Group 
Company
Company
2023
2022
2023
2022
£
£
£
£



Trade debtors
3,629,020
2,079,959
-
-

Amounts owed by group companies
864,891
408,045
488,592
476,348

Other debtors
140,285
290,393
613
63

VAT recoverable
-
143,447
-
-

Prepayments and accrued income
1,662,638
2,021,731
26,023
17,425

Tax recoverable
1,400,478
1,366,319
-
-

7,697,312
6,309,894
515,228
493,836



13.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
359,119
341,442
20,014
8,601

Amounts owed to group undertakings
13,493,579
12,447,155
586,980
549,546

Corporation tax
-
41,430
-
-

Other taxation and social security
436,342
687,093
-
-

Other creditors
403,964
157,058
-
-

Accruals and deferred income
2,966,912
2,256,489
177,589
52,381

17,659,916
15,930,667
784,583
610,528





14.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Trade creditors
-
244,526

-
244,526



Page 27

 


WIREDSCORE EMEA LIMITED
 


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

15.


Provisions


Group






Dilapidation  provision
Other provision
Total

£
£
£





At 1 January 2023
126,000
40,700
166,700


Utilised in year
-
(40,700)
(40,700)



At 31 December 2023
126,000
-
126,000

The provision is largely attributable to the dilapidation provision of the London lease in WiredScore UK, being the restoration costs expected to incur to return the premises back to it's original condition.


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



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



17.


Reserves

Capital contribution reserve

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

Foreign exchange reserve

The foreign exchange reserve represents cumulative gains and losses on translation of foreign subsidiaries.

Profit and loss account

The profit and loss reserve records retained earnings and accumulated losses attributable to the shareholders of the group.

Page 28

 


WIREDSCORE EMEA LIMITED
 


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

18.


Share-based payments

The ultimate parent Company has a share option scheme for all employees of the Group. The Group takes part in this group share-based payment plan, and recognises and measures it's allocation of the share-based payment expense on a pro rata basis.
Options are exercisable at a price equal to the estimated fair value of the ultimate parent Company's shares on the date of grant. The vesting period is five years. If the options remain unexercised after a period of ten years from the date of  grant, the options expire. Options are forfeited if the employee leaves the Group before the option vest.
Details of the share options outstanding during the year are as follows:

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at beginning of year

132

949,481

90
 
945,981
 
Granted during the year

174

980,672

175
 
16,500
 
Forfeited during the year

125

(121,701)

141
 
(13,000)
 
Outstanding at the end of the year
-

1,808,452

-
 
949,481
 



2023
2022
£
£


Exercisable at the end of the year
667,696
519,089

The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.
The Group recognised total expense of £52,982 and £225,831 related to equity-settled-share-based payment transactions in 2023 and 2022 respectively.


19.


Commitments under operating leases

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


Group
Group
2023
2022
£
£

Not later than 1 year
419,921
580,740

Later than 1 year and not later than 5 years
107,159
407,950

527,080
988,690

The Company had no commitments under non-cancellable operating leases at the reporting date.

Page 29

 


WIREDSCORE EMEA LIMITED
 


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

20.


Related party transactions

Balances and transactions between the Group, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
In accordance with FRS 102 paragraph 33.1A the parent Company and the Group has taken an exemption from disclosing transactions entered into between two or more members of a group, as all subsidiaries which is a party to the transactions is wholly owned by such a member in the WS HoldCo, Inc.


21.


Controlling party

WS HoldCo, PBC a company incorporated in the United Stated of America, is the ultimate parent company of the  group. The ultimate parent company's registered office is 251 Little Falls Drive, Wilmington, Delaware, 19808.

Page 30