Company registration number NI671469 (Northern Ireland)
WF RISK GROUP (HOLDINGS) LTD
GROUP ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
WF RISK GROUP (HOLDINGS) LTD
COMPANY INFORMATION
Directors
Mr M A Willis
Mr C Willis
Mr R W Willis
Mr S J Willis
Company number
NI671469
Registered office
Newsletter Building
55-59 Donegall Street
Belfast
BT1 2FH
Auditor
GMcG Lisburn
Century House
40 Crescent Business Park
Lisburn
BT28 2GN
Business address
Newsletter Building
55-59 Donegall Street
Belfast
BT1 2FH
Bankers
Danske Bank
Donegall Square West
Belfast
BT1 6JS
Solicitors
Davidson McDonnell
Longbridge House
24 Waring Street
Belfast
BT1 2DX
Ferguson & Co Solicitors
7th Floor, Causeway Tower
9 James Street South
Belfast
BT2 8DN
WF RISK GROUP (HOLDINGS) LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 10
Group income statement
11
Group statement of comprehensive income
12
Group statement of financial position
13 - 14
Company statement of financial position
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Company statement of cash flows
19
Notes to the financial statements
20 - 41
WF RISK GROUP (HOLDINGS) LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Fair review of the business
The directors aim to present a balanced and comprehensive review of the development and performance of the business during the period and its position as at 31 December 2024. The directors' review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties the company faces.
The directors consider turnover and operating profit to be the key performance indicators and most effective measures to evaluate the performance of the business. Group turnover increased by 10% in the period from £14.78m in 2023 to £16.3m in 2024 with the group generating an operating profit of £5.3m (2023: £4.9m). The group returned profit before tax of £4.3m (2023 - £5.7m), the prior year included gains of £1.77m on the disposal of Playle-Russell (Special Risks) Limited, a subsidiary undertaking.
The group has net assets at the balance sheet date of £6.44m (2023 - £4.31m) The results of the group are achieved by high client retention levels and market share growth.
During the year the group purchased Compass Insurance Brokers Limited, a company registered in Republic of Ireland.
The results for the period and financial position at the period end are welcomed by the directors.
Principal risks and uncertainties
Regulatory & Compliance Risk
There is the risk of financial loss, regulatory sanctions or reputational damage as a result of non-compliance with applicable laws and regulations. The group companies are regulated by the Financial Conduct Authority or Central Bank of Ireland and therefore subject to their rules and regulations including regulations in respect of client money handling and the minimum capital requirement. The group manages this risk through an established control framework which is led by the in house Compliance Officer and supported by third party risk consultants. Further significant investment has been made in appropriate IT systems and staff training to ensure the group fulfils all of its compliance and regulatory duties.
Financial Risk
Performance of the group is affected by the general economic environment as well as sectorial factors impacting the worldwide insurance market. Financial performance is also dependent on customer retention and the ability of the business to achieve its new business targets on an annual basis. These risks are mitigated by the implementation of detailed revenue budgets which are subject to ongoing monitoring throughout the year. The Board monitor performance on an ongoing basis and implement new policies and initiatives on a timely basis where corrective action is required.
Operational Risk
There is the risk that operational issues in respect of human error, fraud, loss of key personnel, failure of IT systems, inadequate internal control or other operational issues may adversely impact the performance of the business. These risks are mitigated by the implementation of formal employee policies and procedure manuals and also adequate IT controls and procedures including disaster recovery plan. The group employs on a full time basis qualified IT personnel and Employment Law specialists.
Credit Risk
There is risk that a counterparty to a financial transaction will be unable to pay amounts when they fall due. The risk is mitigated through the implementation of a strong credit control framework. All credit funds are held in banks with strong credit ratings which are reviewed annually by the group.
WF RISK GROUP (HOLDINGS) LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Development and Performance
The directors are committed to long term creation of shareholder value by increasing market share through organic economic growth.
Further successful implementation of this growth strategy combined with achievements of improvements in cost savings has resulted in the satisfactory results in the period ended 31 December 2024, despite the sector remaining highly competitive. While the incoming year is likely to continue to be challenging, results are satisfactory and the directors expect another year of good progress.
Mr R W Willis
Director
27 June 2025
WF RISK GROUP (HOLDINGS) LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company and group continued to be that of an insurance broking agent.
Results and dividends
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £754,807. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M A Willis
Mr C Willis
Mr R W Willis
Mr S J Willis
Statement of directors' responsibilities
The directors are responsible for preparing the strategic report, directors report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
WF RISK GROUP (HOLDINGS) LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
Mr R W Willis
Director
27 June 2025
WF RISK GROUP (HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WF RISK GROUP (HOLDINGS) LTD
- 5 -
Opinion
We have audited the financial statements of WF Risk Group (Holdings) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit 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.
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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and 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 and 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.
WF RISK GROUP (HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WF RISK GROUP (HOLDINGS) LTD
- 6 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the 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 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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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.
WF RISK GROUP (HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WF RISK GROUP (HOLDINGS) LTD
- 7 -
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
WF RISK GROUP (HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WF RISK GROUP (HOLDINGS) LTD
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing potential risks of material misstatement in respect of irregularities, including fraud and non-compliances with laws and regulations, we considered the following:
The nature of the industry and sector, control environment and business performance, including the company and group’s remuneration policies for directors, bonus levels and performance targets, if any;
Results of our enquiries of management about their own identification and assessment of the risks of irregularities;
Any matters we identified having obtained and reviewed the company and group's documentation of their policies and procedures relating to:
Identifying, evaluating and complying with laws and regulations and whether they were aware of any instance of non-compliance;
Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
The matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the company and group 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 regulatory frameworks that the company and group 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, and local 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 and group's ability to operate or to avoid a material penalty.
WF RISK GROUP (HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WF RISK GROUP (HOLDINGS) LTD
- 9 -
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 a 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;
Reading minutes of meetings of those charged with governance and reviewing correspondence with tax authorities; and
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 a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
WF RISK GROUP (HOLDINGS) LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WF RISK GROUP (HOLDINGS) LTD
- 10 -
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Mr Stephen Houston FCA (Senior Statutory Auditor)
For and on behalf of GMcG Lisburn
27 June 2025
Chartered Accountants
Statutory Auditor
Century House
40 Crescent Business Park
Lisburn
BT28 2GN
WF RISK GROUP (HOLDINGS) LTD
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
16,314,418
14,782,912
Administrative expenses
(11,061,044)
(9,936,067)
Other operating income
70,295
64,308
Operating profit
4
5,323,669
4,911,153
Amortisation of goodwill
(1,313,711)
(1,208,947)
Interest receivable and similar income
8
169,907
78,146
Interest payable and similar expenses
9
(143,990)
(166,159)
Gains and losses on investments
10
265,566
2,103,115
Profit before taxation
4,301,441
5,717,308
Tax on profit
11
(1,397,967)
(1,054,323)
Profit for the financial year
2,903,474
4,662,985
Profit for the financial year is attributable to:
- Owners of the parent company
2,887,323
4,630,202
- Non-controlling interests
16,151
32,783
2,903,474
4,662,985
WF RISK GROUP (HOLDINGS) LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
£
£
Profit for the year
2,903,474
4,662,985
Other comprehensive income
Currency translation loss taken to retained earnings
(24,859)
(3,771)
Cash flow hedges gain arising in the year
Total comprehensive income for the year
2,878,615
4,659,214
Total comprehensive income for the year is attributable to:
- Owners of the parent company
2,862,464
4,626,431
- Non-controlling interests
16,151
32,783
2,878,615
4,659,214
WF RISK GROUP (HOLDINGS) LTD
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
19,687,549
19,953,628
Other intangible assets
13
481,445
541,626
Total intangible assets
20,168,994
20,495,254
Tangible assets
14
371,648
409,728
Investment property
15
380,000
380,000
Investments
16
2,255,618
3,992,330
23,176,260
25,277,312
Current assets
Debtors
19
16,715,018
14,538,599
Cash at bank and in hand
20
10,673,086
6,264,270
27,388,104
20,802,869
Creditors: amounts falling due within one year
21
(21,139,014)
(18,153,648)
Net current assets
6,249,090
2,649,221
Total assets less current liabilities
29,425,350
27,926,533
Creditors: amounts falling due after more than one year
22
(22,937,281)
(23,557,750)
Provisions for liabilities
Deferred tax liability
24
49,638
54,160
(49,638)
(54,160)
Net assets
6,438,431
4,314,623
WF RISK GROUP (HOLDINGS) LTD
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
2024
2023
Notes
£
£
£
£
- 14 -
Capital and reserves
Called up share capital
26
1,010
1,010
Share premium account
27
765,951
765,951
Profit and loss reserves
28
5,621,669
3,514,012
Equity attributable to owners of the parent company
6,388,630
4,280,973
Non-controlling interests
49,801
33,650
6,438,431
4,314,623
The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
27 June 2025
Mr R W Willis
Director
Company registration number NI671469 (Northern Ireland)
WF RISK GROUP (HOLDINGS) LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 15 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
16
24,282,809
24,946,606
Current assets
Debtors
19
7,102,073
3,431,474
Cash at bank and in hand
4,954
28,064
7,107,027
3,459,538
Creditors: amounts falling due within one year
21
(6,618,132)
(4,365,507)
Net current assets/(liabilities)
488,895
(905,969)
Total assets less current liabilities
24,771,704
24,040,637
Creditors: amounts falling due after more than one year
22
(22,106,406)
(22,389,933)
Net assets
2,665,298
1,650,704
Capital and reserves
Called up share capital
26
1,010
1,010
Share premium account
27
765,951
765,951
Profit and loss reserves
28
1,898,337
883,743
Total equity
2,665,298
1,650,704
As permitted by S408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,769,401 (2023 - £1,542,866 profit).
The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
27 June 2025
Mr R W Willis
Director
Company Registration No. NI671469
WF RISK GROUP (HOLDINGS) LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
1,010
765,951
557,087
1,324,048
867
1,324,915
Year ended 31 December 2023:
Profit for the year
-
-
4,630,202
4,630,202
32,783
4,662,985
Other comprehensive income:
Currency translation differences
-
-
(3,771)
(3,771)
-
(3,771)
Total comprehensive income
-
-
4,626,431
4,626,431
32,783
4,659,214
Dividends
12
-
-
(1,669,506)
(1,669,506)
-
(1,669,506)
Balance at 31 December 2023
1,010
765,951
3,514,012
4,280,973
33,650
4,314,623
Year ended 31 December 2024:
Profit for the year
-
-
2,887,323
2,887,323
16,151
2,903,474
Other comprehensive income:
Currency translation differences
-
-
(24,859)
(24,859)
-
(24,859)
Total comprehensive income
-
-
2,862,464
2,862,464
16,151
2,878,615
Dividends
12
-
-
(754,807)
(754,807)
-
(754,807)
Balance at 31 December 2024
1,010
765,951
5,621,669
6,388,630
49,801
6,438,431
WF RISK GROUP (HOLDINGS) LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
1,010
765,951
1,010,383
1,777,344
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,542,866
1,542,866
Dividends
12
-
-
(1,669,506)
(1,669,506)
Balance at 31 December 2023
1,010
765,951
883,743
1,650,704
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
1,769,401
1,769,401
Dividends
12
-
-
(754,807)
(754,807)
Balance at 31 December 2024
1,010
765,951
1,898,337
2,665,298
WF RISK GROUP (HOLDINGS) LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
33
6,624,806
2,129,999
Interest paid
(143,990)
(166,159)
Income taxes paid
(2,129,868)
(1,092,086)
Net cash inflow from operating activities
4,350,948
871,754
Investing activities
Purchase of subsidiary
(1,127,786)
-
Purchase of intangible assets
-
(240,000)
Purchase of tangible fixed assets
(97,776)
(199,765)
Proceeds from disposal of tangible fixed assets
5,583
-
Purchase of investments
(506,525)
(1,688,355)
Proceeds from disposal of investments
2,508,798
2,669,272
Interest received
164,238
73,165
Dividends received
5,669
4,981
Net cash generated from investing activities
952,201
619,298
Financing activities
Repayment of preference shares
(283,527)
(200,000)
Proceeds from new bank loans
413,326
-
Repayment of bank loans
(806,506)
(712,141)
Dividends paid to equity shareholders
(754,807)
(1,669,506)
Net cash used in financing activities
(1,431,514)
(2,581,647)
Net increase/(decrease) in cash and cash equivalents
3,871,635
(1,090,595)
Cash and cash equivalents at beginning of year
6,264,270
7,372,563
Effect of foreign exchange rates
(16,431)
(17,698)
Cash acquired on purchase of subsidiary
553,612
Cash and cash equivalents at end of year
10,673,086
6,264,270
WF RISK GROUP (HOLDINGS) LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
34
(803,831)
1,206,580
Income taxes paid
(620,555)
Net cash (outflow)/inflow from operating activities
(1,424,386)
1,206,580
Investing activities
Disposal of investments
700,000
Purchase of investments
(2,358)
(852,819)
Dividends received
1,741,968
1,530,968
Net cash generated from investing activities
2,439,610
678,149
Financing activities
Repayment of preference shares
(283,527)
(200,000)
Dividends paid to equity shareholders
(754,807)
(1,669,506)
Net cash used in financing activities
(1,038,334)
(1,869,506)
Net (decrease)/increase in cash and cash equivalents
(23,110)
15,223
Cash and cash equivalents at beginning of year
28,064
12,841
Cash and cash equivalents at end of year
4,954
28,064
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
1
Accounting policies
Company information
WF Risk Group (Holdings) Ltd (“the company”) is a private limited company domiciled and incorporated in Northern Ireland. The registered office is Newsletter Building, 55-59 Donegall Street, Belfast, BT1 2FH.
The group consists of WF Risk Group (Holdings) Ltd and all of its subsidiaries.
The company's and the group's principal activities and nature of its operations are disclosed in the Directors' Report.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company WF Risk Group (Holdings) Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover represents amounts receivable for commission on premiums paid to insurance companies, together with consultancy and other fees.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies (Continued)
- 21 -
Insurance transactions, client money and insurer money
Insurance transactions arise from the settlement of transactions with insurance companies on behalf of insurance intermediaries who are members of the network. A debtor balance representing amounts owing from individual customers is recognised when the member arranges a policy, along with a creditor balance representing amounts due to the ultimate insurance provider and commissions earned by the group companies. That element of commission earned by the group companies is recognised in the profit and loss account at the effective date of the policy.
Insurance broking debtors and creditors are reported in accordance with the requirements of FRS 102. The standard precludes assets and liabilities being offset unless net settlement is legally enforceable, and as a result the insurance broking debtors and creditors have been shown as the gross amounts due in respect of each contract, instead of the net amount due to or from clients and underwriters.
The insurance broking account relates to money held by the group companies in client money accounts for future settlement of insurance transactions.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10-20 years.
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Intangible Assets (trade names and customer list)
10% Straight Line
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
25% Straight Line
Fixtures and fittings
25% Straight Line
Computers
25% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies (Continued)
- 22 -
1.8
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
1.9
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Fixed asset investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in net income/(expenditure) for the year. Transaction costs are expensed as incurred.
1.10
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies (Continued)
- 23 -
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies (Continued)
- 24 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies (Continued)
- 25 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.18
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Debtors
Short term debtors are measured at transaction price, less any impairment. Impairment of such debtors involves some estimation uncertainty.
Fixed assets
The annual depreciation charge on fixed assets depends primarily on the estimated lives of each type of asset and estimates of residual values. The directors regularly review these asset lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful lives is included in the accounting policies.
Taxation
Judgements are made in relation to the calculation of certain aspects of the year end tax provisions and the respective tax charge. The management used external professional advice to support the year end provisions.
Investment properties
Fair value is determined annually and derived from the current market rents and investment property yields for comparable real estate. Valuation involves some estimation uncertainty but is based on periodic advice from independent valuers.
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Insurance transactions
15,910,699
14,375,814
Consultancy fees
403,719
407,098
16,314,418
14,782,912
The group operates in the United Kingdom and the Republic of Ireland. Turnover attributable to operations in the Republic of Ireland totalled £546,939 (2023 - £349,615) during the period. The remainder is attributable to operations in the United Kingdom.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(23,771)
(1,599)
Government grants
(1,556)
(908)
Depreciation of owned tangible fixed assets
130,188
143,297
Loss on disposal of tangible fixed assets
85
215
Amortisation of intangible assets
1,373,892
1,269,128
Operating lease charges
575,756
467,230
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,400
5,400
Audit of the financial statements of the company's subsidiaries
41,043
34,690
46,443
40,090
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
96,141
46,000
Company pension contributions to defined contribution schemes
48,000
28,000
144,141
74,000
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 4).
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
4
4
4
4
Administrative
149
136
-
-
Total
153
140
4
4
Their aggregate remuneration comprised:
Group
2024
2023
£
£
Wages and salaries
6,767,220
5,978,950
Social security costs
751,778
671,372
Pension costs
356,015
319,544
7,875,013
6,969,866
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
129,977
47,282
Other interest income
34,261
25,883
Total interest revenue
164,238
73,165
Other income from investments
Dividends received
5,669
4,981
Total income
169,907
78,146
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
129,977
47,282
Dividends from financial assets measured at fair value through profit or loss
5,669
4,981
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
142,268
162,569
Other interest on financial liabilities
1,722
2,475
143,990
165,044
Other finance costs:
Other interest
-
1,115
Total finance costs
143,990
166,159
10
Fair value gains and losses on investments
2024
2023
£
£
Fair value gains/(losses) on financial instruments
(Loss)/gain on financial assets held at fair value through profit or loss
(48,438)
294,630
Other gains/(losses)
Gain on disposal of fixed asset investments
314,004
1,808,485
265,566
2,103,115
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,388,514
1,038,425
Adjustments in respect of prior periods
970
(119)
Total UK current tax
1,389,484
1,038,306
Foreign current tax on profits for the current period
13,005
18,886
Total current tax
1,402,489
1,057,192
Deferred tax
Origination and reversal of timing differences
(4,522)
(2,869)
Total tax charge
1,397,967
1,054,323
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation (Continued)
- 30 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
4,301,441
5,717,308
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
1,075,360
1,429,327
Tax effect of expenses that are not deductible in determining taxable profit
71,779
(250,172)
Gains not taxable
(148,842)
(83,544)
Tax effect of utilisation of tax losses not previously recognised
240,350
Unutilised tax losses carried forward
(1,167)
Adjustments in respect of prior years
970
(119)
Effect of change in corporation tax rate
-
(66,615)
Double tax relief
22,299
Permanent capital allowances in excess of depreciation
(7,739)
(42,989)
Dividend income
(1,417)
(417,377)
Chargeable gains
78,450
Timing differences
2,146
(1,730)
Consolidation adjustment
328,427
224,893
Taxation charge
1,397,967
1,054,323
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
754,807
1,669,506
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
13
Intangible fixed assets
Group
Goodwill
Intangible Assets (trade names and customer list)
Total
£
£
£
Cost
At 1 January 2024
23,580,369
601,807
24,182,176
Additions
1,047,632
1,047,632
At 31 December 2024
24,628,001
601,807
25,229,808
Amortisation and impairment
At 1 January 2024
3,626,741
60,181
3,686,922
Amortisation charged for the year
1,313,711
60,181
1,373,892
At 31 December 2024
4,940,452
120,362
5,060,814
Carrying amount
At 31 December 2024
19,687,549
481,445
20,168,994
At 31 December 2023
19,953,628
541,626
20,495,254
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
14
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
62,454
412,603
291,454
766,511
Additions
43,057
54,719
97,776
Disposals
(905)
(6,818)
(7,723)
At 31 December 2024
62,454
454,755
339,355
856,564
Depreciation and impairment
At 1 January 2024
54,620
130,351
171,812
356,783
Depreciation charged in the year
4,949
69,462
55,777
130,188
Eliminated in respect of disposals
(245)
(1,810)
(2,055)
At 31 December 2024
59,569
199,568
225,779
484,916
Carrying amount
At 31 December 2024
2,885
255,187
113,576
371,648
At 31 December 2023
7,834
282,252
119,642
409,728
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
15
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024 and 31 December 2024
380,000
-
Investment property comprises of 2 apartments in Belfast city centre. The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors. The valuation was made on an open market value basis by reference to market evidence for similar properties.
16
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
17
24,025,870
24,025,870
Other investments
2,191,617
3,930,687
196,688
862,843
Unlisted investments
64,001
61,643
60,251
57,893
2,255,618
3,992,330
24,282,809
24,946,606
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2024
3,992,330
Additions
506,543
Valuation changes
(48,456)
Disposals
(2,194,799)
At 31 December 2024
2,255,618
Carrying amount
At 31 December 2024
2,255,618
At 31 December 2023
3,992,330
Investments include £577,344 (2023: £1,746,280) which constitutes restricted client money and insurance money and is not available to pay the general debts of the group.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Fixed asset investments (Continued)
- 33 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
24,025,870
920,736
24,946,606
Additions
-
2,358
2,358
Valuation changes
-
33,845
33,845
Disposals
-
(700,000)
(700,000)
At 31 December 2024
24,025,870
256,939
24,282,809
Carrying amount
At 31 December 2024
24,025,870
256,939
24,282,809
At 31 December 2023
24,025,870
920,736
24,946,606
17
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
WF Risk Group Limited
a)
Holding company
Ordinary
100.00
-
Willis & Company (Insurance Brokers) Limited
a)
Insurance broking agents
Ordinary
0
100.00
Willis Employment Services Limited
a)
Provision of human resources fuctions and manaagement
Ordinary
0
100.00
Willis & Company (Financial Services) Limited
a)
Dormant
Ordinary
0
100.00
Kennett Insurance Brokers Ireland Designated Activity Company
b)
Insurance broking agents
Ordinary
0
100.00
Arden UW Limited
a)
Holding company
Ordinary
0
80.00
Generation Underwriting Management Limited
c)
MGA
Ordinary
0
80.00
Kennett Holdings Limited
d)
Holding company
Ordinary
0
100.00
Arden Insurance Brokers Limited
d)
Insurance broking agents
Ordinary
0
100.00
Kennett Insurance Brokers Limited
d)
Insurance broking agents
Ordinary
0
100.00
Compass Insurance Brokers Limited
b)
Insurance broking agents
Ordinary
0
100.00
Registered office addresses (all UK unless otherwise indicated):
a)
55-59 Donegal Street, Belfast, BT1 2FH, Northern Ireland
b)
The Wilde, 53 Merrion Square South, Dublin, D02 PR63, Ireland
c)
The Granger Suite Eldon House, Regent Centre, Newcastle Upon Tyne, England, NE3 3PF
d)
Owen Avenue, Priory Park, Hessle, East Yorkshire, HU13 9PD, England
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
18
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
2,191,617
3,930,687
196,686
862,843
Instruments measured at fair value comprise of listed and unlisted investments.
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,827,579
10,676,719
Corporation tax recoverable
1,160,206
619,968
1,102,274
619,968
Amounts owed by group undertakings
-
-
2,407,073
668,586
Other debtors
353,426
407,749
199,611
222,483
Directors' Current account
3,393,115
1,920,437
3,393,115
1,920,437
Prepayments and accrued income
980,692
913,726
16,715,018
14,538,599
7,102,073
3,431,474
Included within trade debtors above is £9,582,105 (2023 - £9,019,379) in relation to insurance transactions.
20
Cash at bank in hand
Cash at bank includes £7,607,286 (2023 - £3,691,003) which constitutes restricted client money and is not available to pay the general debts of the group.
21
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
23
874,311
731,190
Redeemable preference shares
23
200,000
200,000
200,000
200,000
Trade creditors
17,398,276
14,328,333
5,686
Amounts owed to group undertakings
5,930,139
3,545,539
Corporation tax payable
595,567
761,447
482,307
619,968
Other taxation and social security
262,460
250,595
-
-
Other creditors
410,041
471,922
Accruals and deferred income
1,398,359
1,410,161
21,139,014
18,153,648
6,618,132
4,365,507
Included within trade creditors above is £15,873,177 (2023 - £12,538,236) in relation to insurance transactions.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
22
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
23
631,516
1,167,817
Redeemable preference shares
23
22,106,406
22,389,933
22,106,406
22,389,933
Other creditors
199,359
22,937,281
23,557,750
22,106,406
22,389,933
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
21,306,406
21,589,933
21,306,406
21,589,333
23
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
1,505,827
1,899,007
Redeemable preference shares
22,306,406
22,589,933
22,306,406
22,589,933
23,812,233
24,488,940
22,306,406
22,589,933
Payable within one year
1,074,311
931,190
200,000
200,000
Payable after one year
22,737,922
23,557,750
22,106,406
22,389,933
The bank facilities are secured on the investment properties held by the group together with an all monies composite guarantee in favour to Danske bank provided by following group undertakings: WF Risk Group (Holdings) Ltd, WF Risk Group Limited, Willis & Company (Insurance Brokers) Limited, Willis Employment Services Limited, Kennett Holdings Limited, Kennett Insurance Brokers Limited, Arden Insurance Brokers Limited and Generation Underwriting Management Limited. The company's bank loans are repayable quarterly at an interest rate of Bank of England base rate plus 2.75%. These loans have a repayment range of 2-4 years.
During the period 283,527 (2023 - 200,000) ordinary £1 redeemable preference shares were redeemed at nominal value for £283,527 (2023 - £200,000). Terms of redemption in relation to preference shares is detailed at Note 26.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
24
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
49,638
54,375
Other
-
(215)
49,638
54,160
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
54,160
-
Credit to profit or loss
(4,522)
-
Liability at 31 December 2024
49,638
-
The deferred tax liability set out above is expected to reverse within 4 years and relates to accelerated capital allowances that are expected to mature within the same period.
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
356,015
319,544
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
There was a pension cost accrual of £58,640 (2023 - £47,634) at the period end.
26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
1,000
1,000
1,000
1,000
Ordinary "A" Shares of £1 each
2
2
2
2
Ordinary "B" Shares of £1 each
2
2
2
2
Ordinary "C" Shares of £1 each
2
2
2
2
Ordinary "D" Shares of £1 each
2
2
2
2
Ordinary "E" Shares of £1 each
2
2
2
2
1,010
1,010
1,010
1,010
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Redeemable preference shares of £1 each
22,306,406
22,589,933
22,306,406
22,589,933
Preference shares classified as liabilities
22,306,406
22,589,933
The company has six classes of equity shares - Ordinary £1 shares and Ordinary "A" to "E" £1 shares. The Ordinary "A" to "E" shares have no voting rights but have rights to dividends. The Ordinary £1 shares have full rights and entitle the owner to one vote at general meetings. Upon winding up all the ordinary shares rank below unsecured creditors.
The redeemable £1 preferences shares have no voting rights and are entitled to a preference dividend of 1%, unless waived by the holder. The number of preference shares which may be redeemed in any one financial year is approved by the Board of Directors.
283,527 (2023 - 200,000) £1 redeemable preference shares were redeemed at par value for £283,527 (2023 - £200,000) in the period. The redeemable preference shares are classed as debt in the financial statements.
27
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning and end of the year
765,951
765,951
765,951
765,951
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
28
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
3,514,012
557,087
883,743
1,010,383
Profit for the year
2,887,323
4,630,202
1,769,401
1,542,866
Dividends
(754,807)
(1,669,506)
(754,807)
(1,669,506)
Currency translation differences
(24,859)
(3,771)
At the end of the year
5,621,669
3,514,012
1,898,337
883,743
Group
Company
2024
2023
2024
2023
£
£
£
£
Non-distributable profits included above
At the beginning of the year
294,630
-
12,843
-
Non distributable profits in the year
(48,438)
294,630
33,845
12,843
At the end of the year
246,192
294,630
46,688
12,843
Distributable profits
5,375,477
3,219,382
1,851,649
870,900
29
Acquisition of a business
On 15 March 2024 the group acquired the issued capital of Compass Insurance Brokers Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Trade and other receivables
253,464
-
253,464
Cash and cash equivalents
553,612
-
553,612
Trade and other payables
(134,626)
-
(134,626)
Tax liabilities
(22,697)
-
(22,697)
Total identifiable net assets
649,753
-
649,753
Goodwill
1,047,632
Total consideration
1,697,385
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
29
Acquisition of a business (Continued)
- 39 -
The consideration was satisfied by:
£
Cash
1,127,786
Deferred consideration
569,598
1,697,384
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
219,022
Profit after tax
132,626
30
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
433,306
516,515
-
-
Between two and five years
421,124
789,880
-
-
854,430
1,306,395
-
-
31
Related party transactions
Remuneration of key management personnel
Key management includes the Board of Directors of the company. The compensation paid or payable to key management for employee services is shown in note 6.
Transactions with related parties
Directors' pension scheme
During the period Willis & Company (Insurance Brokers) Limited (a subsidiary undertaking) paid rent of £141,600 (2023: £141,600) to the directors' pension scheme. At the year end, the company owed the pension scheme £11,800 (2023: £11,800).
During the period Willis Employment Services Limited (a subsidiary undertaking) paid rent of £103,000 (2023: £103,000) to the directors' pension scheme. At the year end the directors pension scheme owed the company £Nil (2023: £12,298).
Generation Underwriting Management Limited (GUM Ltd)
WF Risk Group (Holdings) Ltd owns 80% of the issued share capital in Arden UW Limited, the parent company of GUM Ltd At the year end, WF Risk Group (Holdings) Ltd owed GUM Ltd. £Nil (2023 - £50,000).
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 40 -
32
Directors' transactions
Dividends totalling £754,807 (2023: £1,669,506) were paid in the year in respect of shares held by the company's directors.
Included within other debtors is £3,393,115 (2023: £1,920,437) in relation to amounts owed to the group by the directors. These amounts are unsecured, interest free and repayable on demand.
33
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
2,903,474
4,662,985
Adjustments for:
Taxation charged
1,397,967
1,054,323
Finance costs
143,990
166,159
Investment income
(169,907)
(78,146)
Loss on disposal of tangible fixed assets
85
215
Amortisation and impairment of intangible assets
1,373,892
1,269,128
Depreciation and impairment of tangible fixed assets
130,188
143,297
Gain on sale of investments
(314,004)
(1,714,761)
Other gains and losses
48,438
(388,354)
Deferred consideration of acquisition
-
(361,807)
Movements in working capital:
Increase in debtors
(1,492,011)
(5,399,849)
Increase in creditors
2,602,694
2,776,809
Cash generated from operations
6,624,806
2,129,999
34
Cash (absorbed by)/generated from operations - company
2024
2023
£
£
Profit after taxation
1,769,401
1,542,866
Adjustments for:
Taxation charged
588
Investment income
(1,741,968)
(1,530,968)
Other gains and losses
(33,845)
(12,843)
Movements in working capital:
Increase in debtors
(3,188,293)
(834,358)
Increase in creditors
2,390,286
2,041,883
Cash (absorbed by)/generated from operations
(803,831)
1,206,580
WF RISK GROUP (HOLDINGS) LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 41 -
35
Analysis of changes in net debt - group
1 January 2024
Cash flows
Acquisitions and disposals
Exchange rate movements
31 December 2024
£
£
£
£
£
Cash at bank and in hand
6,264,270
3,871,635
553,612
(16,431)
10,673,086
Borrowings excluding overdrafts
(24,488,940)
676,707
-
-
(23,812,233)
(18,224,670)
4,548,342
553,612
(16,431)
(13,139,147)
Cash at bank includes £7,607,286 (2023 - £3,691,003) which constitutes restricted client money and is not available to pay the general debts of the group.
36
Analysis of changes in net debt - company
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
28,064
(23,110)
4,954
Borrowings excluding overdrafts
(22,589,933)
283,527
(22,306,406)
(22,561,869)
260,417
(22,301,452)
2024-12-312024-01-01falsefalseCCH SoftwareCCH Accounts Production 2025.100Mr M A WillisMr C WillisMr R W WillisMr S J 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