Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-31falsetrueNo description of principal activitytrue2023-01-0122falsefalse 08384946 2023-01-01 2023-12-31 08384946 2022-01-01 2022-12-31 08384946 2022-12-31 08384946 2023-12-31 08384946 2022-01-01 08384946 c:Director2 2023-01-01 2023-12-31 08384946 c:Director4 2023-01-01 2023-12-31 08384946 c:RegisteredOffice 2023-01-01 2023-12-31 08384946 d:Buildings d:LongLeaseholdAssets 2023-01-01 2023-12-31 08384946 d:FurnitureFittings 2023-01-01 2023-12-31 08384946 d:OfficeEquipment 2023-01-01 2023-12-31 08384946 d:ComputerEquipment 2023-01-01 2023-12-31 08384946 d:PatentsTrademarksLicencesConcessionsSimilar 2023-01-01 2023-12-31 08384946 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-01-01 2023-12-31 08384946 d:Goodwill 2023-01-01 2023-12-31 08384946 d:CurrentFinancialInstruments 2023-12-31 08384946 d:CurrentFinancialInstruments 2022-12-31 08384946 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 08384946 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 08384946 d:ShareCapital 2023-12-31 08384946 d:ShareCapital 2022-12-31 08384946 d:ShareCapital 2022-01-01 08384946 d:SharePremium 2023-01-01 2023-12-31 08384946 d:SharePremium 2023-12-31 08384946 d:SharePremium 2022-12-31 08384946 d:SharePremium 2022-01-01 08384946 d:ForeignCurrencyTranslationReserve 2023-01-01 2023-12-31 08384946 d:OtherMiscellaneousReserve 2023-01-01 2023-12-31 08384946 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 08384946 d:RetainedEarningsAccumulatedLosses 2023-12-31 08384946 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 08384946 d:RetainedEarningsAccumulatedLosses 2022-12-31 08384946 d:RetainedEarningsAccumulatedLosses 2022-01-01 08384946 c:OrdinaryShareClass1 2023-01-01 2023-12-31 08384946 c:OrdinaryShareClass1 2023-12-31 08384946 c:OrdinaryShareClass1 2022-12-31 08384946 c:FRS102 2023-01-01 2023-12-31 08384946 c:Audited 2023-01-01 2023-12-31 08384946 c:FullAccounts 2023-01-01 2023-12-31 08384946 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 08384946 d:Subsidiary1 2023-01-01 2023-12-31 08384946 d:Subsidiary1 1 2023-01-01 2023-12-31 08384946 d:Subsidiary2 2023-01-01 2023-12-31 08384946 d:Subsidiary2 1 2023-01-01 2023-12-31 08384946 d:Subsidiary3 2023-01-01 2023-12-31 08384946 d:Subsidiary3 1 2023-01-01 2023-12-31 08384946 d:Subsidiary4 2023-01-01 2023-12-31 08384946 d:Subsidiary4 1 2023-01-01 2023-12-31 08384946 d:Subsidiary5 2023-01-01 2023-12-31 08384946 d:Subsidiary5 1 2023-01-01 2023-12-31 08384946 d:Subsidiary6 2023-01-01 2023-12-31 08384946 d:Subsidiary6 1 2023-01-01 2023-12-31 08384946 d:Subsidiary7 2023-01-01 2023-12-31 08384946 d:Subsidiary7 1 2023-01-01 2023-12-31 08384946 c:Consolidated 2023-12-31 08384946 c:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 08384946 2 2023-01-01 2023-12-31 08384946 6 2023-01-01 2023-12-31 08384946 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 08384946 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 08384946 e:PoundSterling 2023-01-01 2023-12-31 08384946 d:OtherTransactionType1 2023-12-31 08384946 d:OtherRelatedPartyRelationshipType1ComponentTotalRelatedParties 2023-01-01 2023-12-31 08384946 d:OtherTransactionType2 2023-12-31 08384946 d:OtherRelatedPartyRelationshipType2ComponentTotalRelatedParties 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08384946
















DWELLWORKS EUROPE LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































img4386.png


DWELLWORKS EUROPE LIMITED

 
COMPANY INFORMATION


DIRECTORS
Robert J. Rosing 
Kara M. Black 




REGISTERED NUMBER
08384946



REGISTERED OFFICE
Bishop Fleming
Chy Nyverow

Newham Road

Truro

Cornwall

TR1 2DP




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

Chy Nyverow

Newham Road

Truro

Cornwall

TR1 2DP






DWELLWORKS EUROPE LIMITED


CONTENTS



Page
Group Strategic Report
 
1
Directors' Report
 
2 - 3
Directors' Responsibilities Statement
 
4
Independent Auditors' 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 - 15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 36


DWELLWORKS EUROPE LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

BUSINESS REVIEW
 
The group is owned by Dwellworks, LLC, headquartered in the USA, and benefits from global agreements with Relocation Management Companies (RMC), to service the corporate clients of the RMC. As part of its core values, Dwellworks constantly evaluates the market and listens to client's needs to drive expansion efforts and product innovation.

PRINCIPAL RISKS AND UNCERTAINTIES
 
Outside of a global pandemic, the principle risk of the business is the global economy. As the economy strengthens and weakens, global businesses will expand or contract their travel and relocation programs. The expansion and contraction directly affects the performance of our business. Other minor risks and uncertainties are associated with customer consolidations and supplier demand.

FINANCIAL KEY PERFORMANCE INDICATORS
 
On an annual basis, key performance indicators are reviewed versus the plan and prior year. A summary of the results is below.
• Revenue was unfavorable to the plan by 17%.
• Margin was unfavorable to the plan by 34%.
• EBITDA (excluding the intercompany management charge) was unfavorable to the plan by 59%.

OTHER KEY PERFORMANCE INDICATORS
 
Other key performance indicators for the business are:
• Weekly Volume of RFPs
• Conversion rate of RFPs

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
 
S.172 of the Companies Act 2006 Statement:
The directors are aware of their duties under S.172 of the Companies Act 2006 to act in the way which they consider in good faith, would be most likely to promote the success of the company for the benefit of its shareholders.
The directors consider it crucial that the company maintains a reputation for high standards of business conduct. The directors are responsible for setting, monitoring and upholding culture, values, standards, ethics, brand and reputation of the company. Management drives the embedding of the desired culture throughout the organisation.


This report was approved by the board on 10 April 2025 and signed on its behalf.



Kara M. Black
Director
Page 1


DWELLWORKS EUROPE 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.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £2,069,650 (2022: loss £495,127).

The Directors have not recommended a dividend for the year (2022: £NIL).

DIRECTORS

The directors who served during the year were:

Robert J. Rosing 
Kara M. Black 

FUTURE DEVELOPMENTS

The company plans to continue to collaborate with its customers to provide a high level of relocation services and corporate housing options. 

GOING CONCERN

During the year Dwellworks Europe Group 'the Group' incurred a loss of £2,069,650 (2022: loss of £495,127) and at the year end held net liabilities of £1,296,409 (2022: net assets of £697,963) and net current liabilities of £450,416 (2022: net current assets of £211,012). The current year losses have been increased significantly as a result of the costs of closure of some of the operations of the Chinese components of the Group in the year and the Group are confident that such costs will not reoccur.
Post year end, management accounts for the year to December 2024 report positive EBITDA for the Group and an improving Group balance sheet position, however as at 31 December 2024 the Group still expects to report a net liabilities position overall.
Dwellworks Europe Group has received a letter of support from its US parent undertaking confirming its ongoing financial support for a minimum period of 12 months from the approval of these accounts, should this be required. The Directors believe that the ultimate parent undertaking will provide financial and other support if required, but the financial statements do not reflect the adjustments that would be necessary should that support not be forthcoming and the ability of the Group to continue in operation be jeopardised due to the lack of such support.
However, given the net liability balance sheet position and the fact that no formal deed of undertaking has been issued by the parent company, the Directors have concluded that a material uncertainty exists in relation to events or conditions that may cast significant doubt on the ability of the Group to realise its assets and discharge its liabilities in the normal course of business and, therefore, continue to operate as a going concern. Given that the current 2024 management results significantly strengthened the financial position and these results included business modifications to strengthen future earnings, we believe that this risk is remote.

DISCLOSURE OF INFORMATION TO AUDITORS

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 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 and the Group's auditors are aware of that information.

Page 2


DWELLWORKS EUROPE LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
POST BALANCE SHEET EVENTS

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

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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






Kara M. Black
Director

Date: 10 April 2025

Bishop Fleming
Chy Nyverow
Newham Road
Truro
Cornwall
TR1 2DP
Page 3


DWELLWORKS EUROPE LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

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 judgements 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.

Page 4


DWELLWORKS EUROPE LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE LIMITED
OPINION


We have audited the financial statements of Dwellworks Europe Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Consolidated Analysis of Net Debt, the Group and 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 1.3 in the financial statements, which indicates that the Dwellworks Europe Group is reliant on continued parent company support and, whilst a letter of support has been received, no formal deed of undertaking has been issued to provide the necessary support. As stated in note 1.3, these events or conditions, along with the other matters as set forth in note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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.


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


Page 5


DWELLWORKS EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE LIMITED (CONTINUED)

OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual 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.


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 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6


DWELLWORKS EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE 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 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:
We have considered the nature of the industry and sector, control environment and business
 performance, key drivers for directors’ remuneration, bonus levels and performance targets;
• We have considered the results of our enquiries of management about their own identification and    assessment of the risks of irregularities;
• Any matters identified having obtained and reviewed the Company’s documentation of their policies and    procedures relating to:
 o Identifying, evaluation and complying with laws and regulations and whether they were aware of any   instances of non-compliance;
 o Detecting and responding to the risks of fraud and whether they have knowledge of any actual,     suspected or alleged fraud;
 o The internal controls established to mitigate risks of fraud or noncompliance with laws and      regulations;
As Group and UK component auditors, our assessment of matters relating to non-compliance with laws and regulations and fraud encompassed both the holding company and the UK subsidiary. In addition, we made enquiries as part of our audit of the Group regarding matters relating to non-compliacne with laws and regulations and fraud in relation to the Group entities we are not expresing an opinion on in order for this Group audit report to be issued.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in revenue recognition.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulators frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, Financial Reporting Standard 102 and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These included data protection regulations, occupational health and safety regulations and employment legislation.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statement disclosures and testing to supporting documentation to assess     compliance with provisions of relevant laws and regulations described as having direct effect on the    financial statements.
• Enquiring of management concerning actual and potential litigation and claims;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate    risks of material misstatement due to fraud;
• Performing detailed transactional testing in relation to the recognition of revenue;
 
Page 7


DWELLWORKS EUROPE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE LIMITED (CONTINUED)

• In addressing the risk of fraud through management override of controls, testing the appropriateness of    journal entries, and other adjustments; assessing whether the judgements made in making accounting    estimates are indicative of potential bias; and evaluating the business rationale of any significant     transactions that are unusual or outside the normal course of the business.
We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


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


USE OF OUR REPORT
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.






Kevin Connor FCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
Chy Nyverow
Newham Road
Truro
Cornwall
TR1 2DP

10 April 2025
Page 8


DWELLWORKS EUROPE LIMITED

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

2023
2022
Note
£
£

  

Turnover
 4 
33,097,404
48,066,212

Cost of sales
  
(25,489,715)
(34,889,810)

Gross profit
  
7,607,689
13,176,402

Administrative expenses
  
(8,946,333)
(13,339,110)

Other operating income
  
25,557
296,690

Other operating charges
  
(31,245)
-

Operating (loss)/profit
 5 
(1,344,332)
133,982

Interest receivable and similar income
 9 
17,445
54,426

Interest payable and similar expenses
 10 
(356,359)
(141,677)

(Loss)/profit before tax
  
(1,683,246)
46,731

Tax on (loss)/profit
 11 
(386,404)
(541,858)

Loss for the financial year
  
(2,069,650)
(495,127)

Profit for the year attributable to:
  

Owners of the parent company
  
(2,069,650)
(495,127)

  
(2,069,650)
(495,127)

The notes on pages 17 to 36 form part of these financial statements.
Page 9


DWELLWORKS EUROPE LIMITED
REGISTERED NUMBER:08384946

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
926,385
1,652,293

Tangible assets
 13 
107,388
130,422

  
1,033,773
1,782,715

Current assets
  

Debtors
 15 
6,263,540
12,963,308

Cash at bank and in hand
 16 
2,524,809
3,345,371

  
8,788,349
16,308,679

Creditors: amounts falling due within one year
 17 
(9,238,765)
(16,097,667)

Net current (liabilities)/assets
  
 
 
(450,416)
 
 
211,012

Total assets less current liabilities
  
583,357
1,993,727

Creditors: amounts falling due after more than one year
 18 
(1,787,201)
(1,284,649)

Provisions for liabilities
  

Deferred taxation
 20 
(83,583)
-

Other provisions
 21 
(8,982)
(11,115)

Net (liabilities)/assets
  
(1,296,409)
697,963


Capital and reserves
  

Called up share capital 
 22 
100
100

Share premium account
 23 
1,249,900
1,249,900

Foreign exchange reserve
 23 
177,692
102,414

Other reserves
 23 
159,362
159,362

Profit and loss account
 23 
(2,883,463)
(813,813)

  
(1,296,409)
697,963


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





Kara M. Black
Director

Date: 10 April 2025

The notes on pages 17 to 36 form part of these financial statements.
Page 10


DWELLWORKS EUROPE LIMITED
REGISTERED NUMBER:08384946

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
1,294,960
1,294,960

Current assets
  

Debtors
 15 
-
861,880

Creditors: amounts falling due within one year
 17 
(184,015)
(757,400)

Net current (liabilities)/assets
  
 
 
(184,015)
 
 
104,480

  

  

Net assets
  
1,110,945
1,399,440


Capital and reserves
  

Called up share capital 
 22 
100
100

Share premium account
 23 
1,249,900
1,249,900

Profit and loss account
 23 
(139,055)
149,440

  
1,110,945
1,399,440


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





Kara M. Black
Director

Date: 10 April 2025

The notes on pages 17 to 36 form part of these financial statements.
Page 11

DWELLWORKS EUROPE LIMITED



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



Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2022
100
1,249,900
60,597
159,362
(318,686)
1,151,273



Comprehensive income for the year


Loss for the year
-
-
-
-
(495,127)
(495,127)


Currency translation differences
-
-
41,817
-
-
41,817

Total comprehensive income for the year
-
-
41,817
-
(495,127)
(453,310)





At 1 January 2023
100
1,249,900
102,414
159,362
(813,813)
697,963



Comprehensive income for the year


Loss for the year
-
-
-
-
(2,069,650)
(2,069,650)


Currency translation differences
-
-
75,278
-
-
75,278

Total comprehensive income for the year
-
-
75,278
-
(2,069,650)
(1,994,372)



At 31 December 2023
100
1,249,900
177,692
159,362
(2,883,463)
(1,296,409)



The notes on pages 17 to 36 form part of these financial statements.
Page 12


DWELLWORKS EUROPE LIMITED



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



Called up share capital
Share premium account
Profit and loss account
Total equity


£
£
£
£



At 1 January 2022
100
1,249,900
(173,438)
1,076,562



Comprehensive income for the year


Profit for the year
-
-
322,878
322,878





At 1 January 2023
100
1,249,900
149,440
1,399,440



Comprehensive income for the year


Loss for the year
-
-
(288,495)
(288,495)



At 31 December 2023
100
1,249,900
(139,055)
1,110,945



The notes on pages 17 to 36 form part of these financial statements.
Page 13

DWELLWORKS EUROPE 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
(2,069,650)
(495,127)

Adjustments for:

Amortisation of intangible assets
689,039
675,050

Depreciation of tangible assets
28,029
37,353

Loss on disposal of tangible assets
25,877
-

Interest paid
356,359
141,677

Interest received
(17,445)
(54,426)

Taxation charge
386,404
541,858

Decrease/(increase) in debtors
7,993,888
(7,542,960)

(Increase) in amounts owed by groups
(1,418,961)
-

(Decrease)/increase in creditors
(2,900,800)
3,158,572

(Decrease)/increase in amounts owed to groups
(3,971,537)
2,679,343

(Decrease) in provisions
(2,133)
(1,506)

Tax received/(paid)
(99,520)
(254,318)

(Gain)/loss on Foreign Exchange Translation
78,108
2,883

Impairment of intangible assets
-
526,941

Disposal of intangible fixed assets
34,644
385,211

Net cash generated from operating activities

(887,698)
(199,449)


Cash flows from investing activities

Purchase of intangible fixed assets
-
(9,782)

Purchase of tangible fixed assets
(31,476)
(12,720)

Sale of tangible fixed assets
-
29

Interest received
17,445
54,426

Net cash from investing activities

(14,031)
31,953

Cash flows from financing activities

Other new loans
437,526
-

Interest paid
(356,359)
(141,677)

Net cash used in financing activities
81,167
(141,677)

Net (decrease) in cash and cash equivalents
(820,562)
(309,173)
Page 14


DWELLWORKS EUROPE LIMITED


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


2023
2022

£
£



Cash and cash equivalents at beginning of year
3,345,371
3,654,544

Cash and cash equivalents at the end of year
2,524,809
3,345,371


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,524,809
3,345,371

2,524,809
3,345,371


The notes on pages 17 to 36 form part of these financial statements.

Page 15


DWELLWORKS EUROPE 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

3,345,371

(820,562)

2,524,809

Debt due after 1 year

(729,985)

(437,526)

(1,167,511)



2,615,386
(1,258,088)
1,357,298

The notes on pages 17 to 36 form part of these financial statements.
Page 16


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES

 
1.1

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 judgement 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 financial statements use British Pounds Sterling as the presentation currency, and are rounded to the nearest £1 throughout.

The following principal accounting policies have been applied:

 
1.2

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.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

Page 17


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES (continued)

 
1.3

GOING CONCERN

During the year Dwellworks Europe Group 'the Group' incurred a loss of £2,069,650 (2022: loss of £495,127) and at the year end held net liabilities of £1,296,409 (2022: net assets of £697,963) and net current liabilities of £450,416 (2022: net current assets of £211,012). The current year losses have been increased significantly as a result of the costs of closure of some of the operations of the Chinese components of the Group in the year and the Group are confident that such costs will not reoccur.
Post year end, management accounts for the year to December 2024 report positive EBITDA for the Group and an improving Group balance sheet position, however as at 31 December 2024 the Group still expects to report a net liabilities position overall.
Dwellworks Europe Group has received a letter of support from its US parent undertaking confirming its ongoing financial support for a minimum period of 12 months from the approval of these accounts, should this be required. The Directors believe that the ultimate parent undertaking will provide financial and other support if required, but the financial statements do not reflect the adjustments that would be necessary should that support not be forthcoming and the ability of the Group to continue in operation be jeopardised due to the lack of such support.
However, given the net liability balance sheet position and the fact that no formal deed of undertaking has been issued by the parent company, the Directors have concluded that a material uncertainty exists in relation to events or conditions that may cast significant doubt on the ability of the Group to realise its assets and discharge its liabilities in the normal course of business and, therefore, continue to operate as a going concern. 

Page 18


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES (continued)

 
1.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is British Pounds Sterling.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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.

 
1.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 19


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES (continued)

 
1.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2015 to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
1.7

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

 
1.8

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
1.9

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
1.10

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.

GROUP PENSION PLAN

Where the risks of a defined benefit plan are shared between entities under common control, the net defined benefit cost is recognised in the financial statements of the Group entity which is legally responsible for the plan and all other Group entities recognise a cost equal to their contribution payable for the period.

Page 20


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES (continued)

 
1.11

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
1.12

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Customer relationships
-
5
years on a straight line basis
Computer Software
-
3
years on a straight line basis
Goodwill
-
10
years on a straight line basis

Page 21


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES (continued)

 
1.13

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, either on a straight line or reducing balance basis.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the lease term
Fixtures and fittings
-
15% reducing balance or straight line over 5-7 years
Office equipment
-
15% reducing balance or straight line over 3-13 years
Computer equipment
-
Straight line over 3 - 10 years

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.

 
1.14

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
1.15

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
1.16

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.
Page 22


DWELLWORKS EUROPE LIMITED

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

1.ACCOUNTING POLICIES (continued)

 
1.17

FINANCIAL INSTRUMENTS

The Group 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.


  
1.18

BUSINESS COMBINATION AND BASIS OF CONSOLIDATION

Acquisition of subsidiaries is accounted for using the acquisition method. The cost of an acquisition is measured at the aggregate of the acquisition date fair value of assets transferred, liabilities incurred and equity interests issued by the Company, as the acquirer. The identifiable assets acquired and liabilities assumed are principally measured at acquisition date fair value. Acquisition related costs incurred are expensed unless they are incurred in issuing equity instruments in which case the costs are deducted from equity.
Any contingent consideration to be transferred by the acquirer is recognised at acquisition date fair value. Subsequent adjustments to consideration are recognised against goodwill only to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition date) about the fair value at the acquisition date. All other subsequent adjustments to contingent consideration classified as an asset or a liability are recognised in profit or loss.

 
1.19

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


2.


GENERAL INFORMATION

Dwellworks Europe Limited is a private company limited by shares, registered in England and Wales, registered number 08384946.  The registered office is Chy Nyverow, Newham Road, Truro, Cornwall, TR1 2DP.

Page 23


DWELLWORKS EUROPE LIMITED

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

3.



JUDGEMENTS 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 for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The Directors are of the opinion that the following is a significant estimate:
Valuation of Goodwill at the year end: Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Elements of consideration are deferred and contingent on future results and have been based upon the best estimates of the Directors. 
The useful economic life of acquired goodwill is estimated at 10 years within the Group and is based on the Directors experience of entities operating within the same sector.  
The Directors have produced forecasts which are discounted at the current Group cost of debt to support the carrying values of each of the components of goodwill.
Investment impairment review: Company management annually assess the carrying value of investments held in subsidiaries comparing the carrying value to the higher of its current fair value or its value in use to determine if the value remains supportable and whether an impairment write down is required.
Cost of sales: An element of cost of sales are accrued at the year end date based on an estimated gross profit margin. This estimation is performed based on actual margins achieved and a look back test is performed quarterly to ensure that the estimation applied is deemed reasonable and materially accurate.


4.


TURNOVER

The whole of the turnover is attributable to the provision of visa and immigration, real estate and destinations services to corporate employees and investment holding. 

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
28,431,596
39,562,985

Rest of Europe
2,198,375
5,020,190

Rest of the world
2,467,433
3,483,037

33,097,404
48,066,212


Page 24


DWELLWORKS EUROPE LIMITED

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

5.


OPERATING (LOSS)/PROFIT

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Depreciation
28,029
37,353

Exchange differences
168,561
43,009

Other operating lease rentals
61,879
150,095

Amortisation
689,039
675,050


6.


AUDITORS' REMUNERATION

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


2023
2022
£
£

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
30,000
27,000

Fees payable to the group's auditors and its associates in respect of all other services were £45,375 (2022: £18,285).


7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
5,497,640
4,626,016

Social security costs
254,773
226,073

Cost of defined contribution scheme
95,838
103,096

5,848,251
4,955,185


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
2
2
2
2



Employees
109
128
-
-

111
130
2
2

Page 25


DWELLWORKS EUROPE LIMITED

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

8.


DIRECTORS' REMUNERATION

During the year no remuneration expense (2022: £NIL) was incurred in relation to the directors.




9.


INTEREST RECEIVABLE

2023
2022
£
£


Other interest receivable
17,445
54,426


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2023
2022
£
£


Other loan interest payable
356,359
137,297

Other interest payable
-
4,380

356,359
141,677


11.


TAXATION


2023
2022
£
£

CORPORATION TAX


Current tax on profits for the year
170,656
607,028

FOREIGN TAX


Foreign tax on income for the year
-
143

-
143

TOTAL CURRENT TAX
170,656
607,171

DEFERRED TAX


Origination and reversal of timing differences
215,748
(65,313)

TOTAL DEFERRED TAX
215,748
(65,313)


TAXATION ON PROFIT ON ORDINARY ACTIVITIES
386,404
541,858
Page 26


DWELLWORKS EUROPE LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.TAXATION (CONTINUED)


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)/profit on ordinary activities before tax
(1,683,246)
46,731


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022: 19%)
(395,901)
8,879

EFFECTS OF:


Non-tax deductible amortisation of goodwill and impairment
(154,769)
(17,040)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
379,339
198,773

Capital allowances for year in excess of depreciation
28,160
78,304

Adjustments to tax charge in respect of prior periods
3,774
141

Adjustment to closing deferred tax average rate
-
(17,607)

Tax effect on temporary differences not recognised
144,234
(48,261)

Difference due to foreign tax rates
164,970
207,819

Tax losses not recognised
52,064
130,850

Deferred asset tax not recognised
247,110
-

Losses utilised
(82,577)
-

TOTAL TAX CHARGE FOR THE YEAR
386,404
541,858


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 27


DWELLWORKS EUROPE LIMITED

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

12.


INTANGIBLE ASSETS

Group





Customer Relationship
Computer software
Goodwill
Total

£
£
£
£



COST


At 1 January 2023
307,407
96,104
5,532,429
5,935,940


Disposals
-
(15,845)
(24,300)
(40,145)


Foreign exchange movement
-
(733)
-
(733)



At 31 December 2023

307,407
79,526
5,508,129
5,895,062



AMORTISATION


At 1 January 2023
307,407
37,537
3,938,703
4,283,647


Charge for the year on owned assets
-
14,876
674,163
689,039


On disposals
-
(5,501)
-
(5,501)


Foreign exchange movement
-
(658)
2,151
1,493



At 31 December 2023

307,407
46,254
4,615,017
4,968,678



NET BOOK VALUE



At 31 December 2023
-
33,272
893,112
926,384



At 31 December 2022
-
58,567
1,593,726
1,652,293



Page 28


DWELLWORKS EUROPE LIMITED

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

13.


TANGIBLE FIXED ASSETS

Group






Long-term leasehold property
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£



COST


At 1 January 2023
108,814
62,556
244,031
149,801
565,202


Additions
-
-
6,877
24,599
31,476


Disposals
(108,814)
(45,224)
(13,237)
(149,963)
(317,238)


Exchange adjustments
-
(2,259)
(550)
(3,011)
(5,820)



At 31 December 2023

-
15,073
237,121
21,426
273,620



DEPRECIATION


At 1 January 2023
108,814
49,516
161,446
115,004
434,780


Charge for the year on owned assets
-
5,284
12,619
10,126
28,029


Disposals
(108,814)
(40,306)
(13,188)
(129,053)
(291,361)


Exchange adjustments
-
(1,798)
(468)
(2,950)
(5,216)



At 31 December 2023

-
12,696
160,409
(6,873)
166,232



NET BOOK VALUE



At 31 December 2023
-
2,377
76,712
28,299
107,388



At 31 December 2022
-
13,040
82,585
34,797
130,422

Page 29


DWELLWORKS EUROPE LIMITED

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

14.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST


At 1 January 2023
1,462,161



At 31 December 2023

1,462,161



IMPAIRMENT


At 1 January 2023
167,201



At 31 December 2023

167,201



NET BOOK VALUE



At 31 December 2023
1,294,960



At 31 December 2022
1,294,960

Page 30


DWELLWORKS EUROPE LIMITED

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

SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Dwellworks GmbH
DreieichstraBe 59, 60594 Frankfurt am Main
Ordinary and preference
100%
County Homesearch International Limited
Bishop Fleming, Chy Nyverow, Newham Road, Truro, Cornwall, TR1 2DP
Ordinary
100%
Dwellworks Hong Kong Limited
6th Floor, Alexandra House, 18 Chater Road, Hong Kong
Ordinary
100%
Ark International (Hong Kong) Limited
2003, 20/F, Tower 5, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon Hong Kong
Ordinary
100%
Ark International Consulting (Beijing) Co., Ltd
Room 520, Unit 1, Unit 5, Building 21, Workers Stadium North Road, Chaoyang District, Beijing
Ordinary
100%
Dwellworks Real Estate Management (Shanghai) Co., Ltd
Room 308, No. 12, Lane 25, South Shaanxi Road, Huangpu District, Shanghai
Ordinary
100%
Dwellworks SARL
Ruc Charles-Bonnet 2, 1206 Geneve, Switzerland.
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Dwellworks GmbH
(150,046)
(343,906)

County Homesearch International Limited
1,483,718
(808,675)

Dwellworks Hong Kong Limited
(2,992,041)
(1,906,755)

Ark International (Hong Kong) Limited
(70,952)
(1,152,978)

Ark International Consulting (Beijing) Co., Ltd
(1,149)
331,942

Dwellworks Real Estate Management (Shanghai) Co., Ltd
291,342
35,711

Dwellworks SARL
258,701
(221,361)

In December 2022 it was decided that Ark International Consulting (Beijing) Co., Ltd would not continue its destination services, real estate services and immigration services in China. These services were wound down during 2023. During 2023, the entity had turnover of £365,622 and operating losses of £623,509. 

Page 31


DWELLWORKS EUROPE LIMITED

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

15.


DEBTORS

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



Trade debtors
3,419,596
10,804,322
-
-

Amounts owed by group undertakings
1,418,961
-
-
858,106

Other debtors
826,369
1,469,433
-
-

Prepayments and accrued income
598,614
564,712
-
-

Deferred taxation
-
124,841
-
3,774

6,263,540
12,963,308
-
861,880



16.


CASH AND CASH EQUIVALENTS

Group
Group
2023
2022
£
£

Cash at bank and in hand
2,524,809
3,345,371



17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

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

Trade creditors
1,710,383
1,553,772
-
-

Amounts owed to group undertakings
2,809,971
6,781,509
125,426
730,400

Corporation tax
479,867
401,407
-
-

Other taxation and social security
50,391
248,402
-
-

Other creditors
1,289,478
128,533
-
-

Accruals and deferred income
2,898,675
6,984,044
58,589
27,000

9,238,765
16,097,667
184,015
757,400


Page 32


DWELLWORKS EUROPE LIMITED

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

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
2023
2022
£
£

Other loans
1,167,511
729,985

Other creditors
619,690
554,664

1,787,201
1,284,649


Other loans relate to an intercompany debt owed to the ultimate parent company. The debt is repayable in full including interest at 5.13% upon completion of the term of the loan being 2031.


19.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£




AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Other loans
1,167,511
729,985


Page 33


DWELLWORKS EUROPE LIMITED

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

20.


DEFERRED TAXATION


Group



2023


£






At beginning of year
124,841


Charged to profit or loss
(208,424)



AT END OF YEAR
(83,583)

Company


2023


£






At beginning of year
3,774


Charged to profit or loss
(3,774)



AT END OF YEAR
-
Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(83,583)
124,841
-
3,774


21.


PROVISIONS


Group



Long Service Payments

£





At 1 January 2023
11,115


Charged to profit or loss
(2,133)



AT 31 DECEMBER 2023
8,982

Page 34


DWELLWORKS EUROPE LIMITED

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

22.


SHARE CAPITAL

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



100 (2022: 100) Ordinary shares of £1.00 each
100
100



23.


RESERVES

Share premium account

Consideration received for shares issued above their nominal value net of transaction costs.

Foreign exchange reserve

Contains the gains and losses from retranslation of foreign currency balances at year end. 

Other reserves

Contains capital contributions from the patent entity with no intention of repayment.

Profit and loss account

Cumulative profit and loss net of distrbutions to owners. 


24.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £95,099 (2022: £101,231). Contributions totalling £Nil (2022: £Nil) were payable to the fund at the reporting date and are included in creditors.
The Group operated a defined benefit pension scheme in respect of one former owner for the year ending 31 December 2023. The net liability to the Group at 31 December 2023 is £33,828 (2022: £37,616). The value of the pension obligation has been valued using the projected unit credit method using a discount rate of 3.21% per annum.


25.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2023 the Group and the Company 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
4,585
47,886

Later than 1 year and not later than 5 years
4,585
9,449

9,170
57,335

Page 35


DWELLWORKS EUROPE LIMITED

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

26.


RELATED PARTY TRANSACTIONS

The Company is the immediate parent of Dwellworks GmbH, County Homesearch International Limited and Dwellworks Hong Kong Limited. The results of these entities, as well as Ark International (Hong Kong) Limited, Ark International Consulting (Beijing) Co., Ltd and Dwellworks SARL, are contained in these consolidated financial statements. The Company has taken advantage of the exemption within FRS 102 (section 33.1A) not to disclose transactions or balances with entities which form part of the Group.
Management charges of £600,101 (2022: £3,790,881) were charged to the Group during the year by its 100% parent company, Dwellworks LLC. At the year end £1,095,011 (2022: £6,076,842) was owed to Dwellworks LLC by the Group.
Interest payable of £338,914 was charged to the Group by Dwellworks LLC (2022: £743,026).
At the year end a balance of £100,030 (2022: £183,320) was owed to Dwellworks Canada Inc, a fellow 100% owned subsidiary of Dwellworks LLC, by the Group.
At the year end a balance of £328,106 (2022: £1,015,753) was owed to Buyers Inc, a company that wholly owns Dwellworks LLC, by the Group.


27.


CONTROLLING PARTY

The company is a wholly owned subsidiary of Dwellworks LLC, a company incorporated in the United States of America.  There is no ultimate controlling party.  Dwellworks LLC's registered office and principal place of business is 1317 Euclid Avenue, Cleveland, OH USA 44115. 

 
Page 36