Company registration number 14644356 (England and Wales)
WHG HOSTING SERVICES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
WHG HOSTING SERVICES LTD
COMPANY INFORMATION
Directors
Mr Sebastian De Lemos
Mr Panagiotis Kesisis
Mr Tim Koerner
(Appointed 25 July 2024)
Company number
14644356
Registered office
Purlieus Barn
Ewen
Cirencester
England
GL7 6BY
Auditor
Shaw and Co (Norfolk) Ltd
Chartered Certified Accountants
Statutory auditor
3 Colegate
Norwich
NR3 1BN
WHG HOSTING SERVICES LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7
Statement of changes in equity
8
Statement of cash flows
9
Notes to the financial statements
10 - 26
WHG HOSTING SERVICES LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of activities of centralising outsourcing fees and management fees.
Results and dividends
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid. The directors do not recommend payment of a final 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 Sebastian De Lemos
Mr Panagiotis Kesisis
Mr Tim Koerner
(Appointed 25 July 2024)
Auditor
In accordance with the company's articles, a resolution proposing that be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
make an assessment of the company's ability to continue as a going concern.
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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
WHG HOSTING SERVICES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr Sebastian De Lemos
Director
25 July 2025
WHG HOSTING SERVICES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WHG HOSTING SERVICES LTD
- 3 -
Opinion
We have audited the financial statements of WHG Hosting Services Ltd (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity, the 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 UK adopted international accounting standards.
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with UK adopted international accounting standards; 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 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 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.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
WHG HOSTING SERVICES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WHG HOSTING SERVICES LTD (CONTINUED)
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, 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 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 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.
WHG HOSTING SERVICES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WHG HOSTING SERVICES LTD (CONTINUED)
- 5 -
Irregularities, including fraud, are instances of non-compliance with law and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are United Kingdom Accounting Standards, UK Companies Act 2006 and tax legislation (governed by HM Revenue and Customs).
Audit procedures performed by the engagement team included:
- Understanding the nature of the industry and sector;
- Understanding the management's internal controls designed to prevent and detect irregularities;
- Reviewing relevant meeting minutes;
- Testing transactions using substantive procedures;
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
There is inherent limitation in the audit procedures described above. The risk of detecting a material misstatement due to fraud is higher than the risk of not detecting one results from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
Use of our report
This report is made soleiy 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 a Report of the Auditors 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.
Dominic Shaw FCCA (Senior Statutory Auditor)
For and on behalf of
29 July 2025
Shaw & Co (Norfolk) Ltd
Chartered Certified Accountants
Statutory Auditor
3 Colegate
Norwich
Norfolk
NR3 1BN
WHG HOSTING SERVICES LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Year
Period
ended
ended
31 December
31 December
2024
2023
Notes
£
£
Revenue
3
6,114,508
1,367,473
Cost of sales
(1,102,596)
(292,650)
Gross profit
5,011,912
1,074,823
Other operating income
91,892
52,536
Administrative expenses
(6,326,548)
(2,015,505)
Operating loss
4
(1,222,744)
(888,146)
Investment revenues
6
5,194
Finance costs
7
(1,071,977)
(165,631)
Loss before taxation
(2,289,527)
(1,053,777)
Income tax expense
8
(533,912)
(185,020)
Loss and total comprehensive income for the year
(2,823,439)
(1,238,797)
WHG HOSTING SERVICES LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
Non-current assets
Intangible assets
9
192,284
87,668
Property, plant and equipment
10
2,875,726
1,071,021
Investments
11
5,786,364
229
8,854,374
1,158,918
Current assets
Trade and other receivables
13
3,575,496
2,412,326
Cash and cash equivalents
409,616
20,211
3,985,112
2,432,537
Current liabilities
Trade and other payables
15
5,222,075
2,266,851
Lease liabilities
16
16,021
5,238,096
2,266,851
Net current (liabilities)/assets
(1,252,984)
165,686
Non-current liabilities
Trade and other payables
15
10,866,973
2,378,281
Lease liabilities
16
77,621
Deferred tax liabilities
17
718,932
185,020
11,663,526
2,563,301
Net liabilities
(4,062,136)
(1,238,697)
Equity
Called up share capital
19
100
100
Retained earnings
(4,062,236)
(1,238,797)
Total equity
(4,062,136)
(1,238,697)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
Mr Sebastian De Lemos
Director
Company registration number 14644356 (England and Wales)
WHG HOSTING SERVICES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 6 February 2023
-
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(1,238,797)
(1,238,797)
Transactions with owners:
Issue of share capital
19
100
-
100
Balance at 31 December 2023
100
(1,238,797)
(1,238,697)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(2,823,439)
(2,823,439)
Balance at 31 December 2024
100
(4,062,236)
(4,062,136)
WHG HOSTING SERVICES LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
9,989,457
1,571,322
Interest paid
(1,071,977)
(165,631)
Net cash inflow from operating activities
8,917,480
1,405,691
Investing activities
Purchase of intangible assets
(106,840)
(89,892)
Purchase of property, plant and equipment
(2,733,944)
(1,295,459)
Proceeds from disposal of property, plant and equipment
8
Proceeds from disposal of subsidiaries
(5,780,957)
Proceeds from disposal of investments
(5,178)
(229)
Interest received
5,194
Net cash used in investing activities
(8,621,717)
(1,385,580)
Financing activities
Proceeds from issue of shares
100
Payment of lease liabilities
93,642
Net cash generated from financing activities
93,642
100
Net increase in cash and cash equivalents
389,405
20,211
Cash and cash equivalents at beginning of year
20,211
Cash and cash equivalents at end of year
409,616
20,211
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information
WHG Hosting Services Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Purlieus Barn, Ewen, Cirencester, England, GL7 6BY. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
IAS 1.36 An entity shall present a complete set of financial statements (including comparative information) at least annually. When an entity changes the end of its reporting period and presents financial statements for a period longer or shorter than one year, an entity shall disclose, in addition to the period covered by the financial statements:
(a) the reason for using a longer or shorter period, and
(b) the fact that amounts presented in the financial statements are not entirely comparable.
1.37 Normally, an entity consistently prepares financial statements for a one‑year period. However, for practical reasons, some entities prefer to report, for example, for a 52‑week period. This Standard does not preclude this practice.
1.2
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
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, except for the revaluation of . The principal accounting policies adopted are set out below.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
The company recognises revenue from the following major sources:
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Centralised sourcing fees
Centralised sourcing fees represent income earned by the entity for procurement and supply chain management services provided to other entities within the group. In accordance with IFRS 15 'Revenue from Contracts with Customers', this income is recognised when the performance obligations under the service agreements are satisfied, typically when procurement services are rendered, and the fees are measurable and recoverable. As all income arises from intercompany transactions, these fees are disclosed under 'Other Income' or 'Revenue' as appropriate, ensuring consistency with the group’s accounting policies and presentation under IAS 1 'Presentation of Financial Statements'.
Management fees
Management and administrative fees represent income earned by the entity for providing operational, financial, and strategic support services to other entities within the group. In accordance with IFRS 15 'Revenue from Contracts with Customers', this income is recognised when the entity satisfies its performance obligations under intercompany service agreements, typically over time as the services are provided. As this revenue stream arises exclusively from intercompany transactions, it is classified under 'Other Income' or 'Revenue', depending on the group’s accounting policies and financial statement presentation in line with IAS 1 'Presentation of Financial Statements'.
1.5
Intangible 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.
1.6
Property, plant and equipment
Property, plant and equipment 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 land and buildings
6 Years Straight line
Leasehold improvements
6 Years Straight line
Fixtures and fittings
33% Straight line
Plant and equipment
25% Straight line
IT equipment
20% 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.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.7
Impairment of tangible and intangible assets
At each reporting end date, the company 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.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
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.
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.
1.8
Cash and cash equivalents
Cash and cash equivalents 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.
1.9
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.10
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 when the company has 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.
In accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, the company has recognised a provision for staff bonuses based on estimated amounts payable for the reporting period. The provision is measured at the best estimate of the expected obligation at the reporting date and reflects management’s judgement regarding performance criteria and contractual agreements. The final amount payable may vary depending on actual results and final approval by the company.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.13
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 inventories or non-current 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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.16
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.
2
Adoption of new and revised standards and changes in accounting policies
In the current year, the following new and revised Standards and Interpretations have been adopted by the company and have an effect on the current period or a prior period or may have an effect on future periods:
Change in accounting policy
The entity has transitioned from FRS 102 Section 1A Small Entities to full International Financial Reporting Standards (IFRS) for the current financial year. This change aligns the entity’s financial reporting framework with that of the group, whose consolidated financial statements are prepared in accordance with IFRS. The adoption of IFRS enhances consistency in financial reporting across the group, improves comparability, and provides greater transparency to stakeholders.
The transition from FRS 102 Section 1A to IFRS has been applied retrospectively in accordance with IFRS 1 First-time Adoption of International Financial Reporting Standards. The impact of the transition has been assessed, and any necessary adjustments have been reflected in the opening balances of the comparative period where applicable. Key areas affected by the transition include revenue recognition (IFRS 15), financial instruments (IFRS 9), and lease accounting (IFRS 16). A reconciliation of any material differences arising from the transition is provided in the notes to the financial statements.
3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Centralised sourcing fees
3,265,833
566,899
Admin & Management fees
2,848,675
800,574
6,114,508
1,367,473
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
10,089
(6,803)
Depreciation of property, plant and equipment
929,239
224,438
Profit on disposal of property, plant and equipment
(8)
-
Amortisation of intangible assets (included within administrative expenses)
2,224
2,224
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
23
6
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
2,234,889
780,146
Social security costs
255,197
73,174
Pension costs
37,175
12,165
2,527,261
865,485
6
Investment income
2024
2023
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
5,194
Income above relates to assets held at amortised cost, unless stated otherwise.
7
Finance costs
2024
2023
£
£
Interest on lease liabilities
4,835
-
Other interest payable
1,067,142
165,631
Total interest expense
1,071,977
165,631
8
Income tax expense
2024
2023
£
£
Deferred tax
Origination and reversal of temporary differences
533,912
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Income tax expense
(Continued)
- 18 -
The charge for the year can be reconciled to the loss per the income statement as follows:
2024
2023
£
£
Loss before taxation
(2,289,527)
(1,053,777)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 25.00%)
(572,382)
(263,444)
Unutilised tax losses carried forward
572,382
263,444
Permanent capital allowances in excess of depreciation
533,912
185,020
Taxation charge for the year
533,912
185,020
9
Intangible assets
Software
Patents & licences
Total
£
£
£
Cost
Additions
11,120
78,772
89,892
At 31 December 2023
11,120
78,772
89,892
Additions - purchased
106,840
106,840
At 31 December 2024
11,120
185,612
196,732
Amortisation and impairment
Charge for the year
2,224
2,224
At 31 December 2023
2,224
2,224
Charge for the year
2,224
2,224
At 31 December 2024
4,448
4,448
Carrying amount
At 31 December 2024
6,672
185,612
192,284
At 31 December 2023
8,896
78,772
87,668
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Property, plant and equipment
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
IT equipment
Total
£
£
£
£
£
£
Cost
At 6 February 2023
-
Additions
1,221,857
17,120
56,482
1,295,459
At 31 December 2023
1,221,857
17,120
56,482
1,295,459
Additions
106,307
69,977
2,461,124
10,350
86,186
2,733,944
Disposals
-
(10,314)
(10,314)
At 31 December 2024
106,307
69,977
3,682,981
27,470
132,354
4,019,089
Accumulated depreciation and impairment
At 6 February 2023
-
Charge for the year
162,988
11,009
50,441
224,438
At 31 December 2023
162,988
11,009
50,441
224,438
Charge for the year
14,765
10,104
854,755
4,526
45,089
929,239
Eliminated on disposal
(10,314)
(10,314)
At 31 December 2024
14,765
10,104
1,017,743
15,535
85,216
1,143,363
Carrying amount
At 31 December 2024
91,542
59,873
2,665,238
11,935
47,138
2,875,726
At 31 December 2023
-
-
1,058,869
6,111
6,041
1,071,021
11
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
5,780,957
Investments held at fair value through profit or loss
5,407
229
5,786,364
229
Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Subsidiaries
(Continued)
- 20 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
WHG Privacy Ltd
England
Ordinary
100.00
Colombia Hosting Ltd
Bogota, colombia
Ordinary
100.00
13
Trade and other receivables
2024
2023
£
£
Trade receivables
6,145
24,576
Amounts owed by related parties
2,892,759
1,998,764
Other receivables
34,387
50,106
Prepayments
642,205
338,880
3,575,496
2,412,326
14
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables differs from fair value as follows:
Carrying value
Fair value
2024
2023
2024
2023
£
£
£
£
Trade receivables net of allowances
6,145
24,576
Other debtors
34,387
50,106
-
Prepayments
642,205
338,880
682,737
413,562
No significant receivable balances are impaired at the reporting end date.
15
Trade and other payables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Trade payables
443,548
292,731
Amounts owed to related parties
4,288,507
1,874,072
10,866,973
2,378,281
Accruals
17,395
3,600
Social security and other taxation
455,683
86,858
Other payables
16,942
9,590
-
-
5,222,075
2,266,851
10,866,973
2,378,281
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
16
Lease liabilities
2024
2023
Maturity analysis
£
£
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£
£
Current liabilities
16,021
Non-current liabilities
77,621
93,642
-
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
4,835
-
Other leasing information is included in note .
17
Deferred taxation
Liabilities
2024
2023
£
£
Deferred tax balances
718,932
185,020
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
ACAs
£
Balance at 1 January 2023
Deferred tax movements in prior year
Charge/(credit) to profit or loss
185,020
Liability at 1 January 2024
185,020
Deferred tax movements in current year
Effect of change in tax rate - profit or loss
533,912
Liability at 31 December 2024
718,932
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
37,175
12,165
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
20
Capital risk management
The company is not subject to any externally imposed capital requirements.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
21
Related party loans
Intercompany trade debtors
As at 31 December 2024, the Group had intercompany receivable balances totaling £2,892,759 (2023: £1,998,764.45) with related parties. These balances arose in the ordinary course of business and represent amounts due from fellow group companies. All balances are unsecured, interest-free, and repayable on demand unless otherwise agreed.
The main intercompany debtor balances at year-end were:
World Host Group US Inc: Receivable of £629,823.35 (2023: £1,202,781.80)
World Host Group CA Corp.: Payable of £653,093.65 (2023: Receivable of £73,278.14)
World Host Group BG EOOD: Payable of £12,615.41 (2023: £0.00)
PT World Host Group: Receivable of £47,912.21 (2023: £0.00)
Wingu Networks, S.A. de C.V.: Payable of £1,025.56 (2023: Receivable of £30,080.48)
Owl Hosting Pvt. Ltd.: Payable of £218,426.27 (2023: £0.00)
World Host Group GmbH: Payable of £128,382.21 (2023: Receivable of £146,031.40)
Stablepoint Limited: Receivable of £1,116,310.67 (2023: £546,592.63)
Netregistry Pty Ltd: Receivable of £107,482.60 (2023: £0.00)
Verpex Ltd: Receivable of £60,206.87 (2023: £0.00)
Colombohosting S.A.S.: Receivable of £72,042.55 (2023: £0.00)
World Host Group (MY) Sdn. Bhd.: Payable of £17,500.81 (2023: £0.00)
Fixed.net: Nil balance (2023: £0.00)
TMD Hosting: Receivable of £171,113.33 (2023: £0.00)
Nimbus Hosting Ltd.: Payable of £198,305.02 (2023: £0.00)
World Host Group Holding GmbH: Payable of £105,625.00 (2023: £0.00)
These intercompany balances are offset against one another and presented as trade receivables in the financial statements of WHG Hosting Services Ltd. Management reviews these balances on a regular basis to assess their recoverability, and no impairment provisions were deemed necessary as at the reporting date.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
22
Intercompany payables
As at 31 December 2024, WHG Hosting Services Ltd recognised total intercompany payables of £15,155,480.39 (2023: £4,252,352.03), comprising both current and non-current liabilities. These balances arose from normal trading activity and funding arrangements with group entities and are classified as trade and other payables.
At 31 December 2024, current intercompany payables totalled £4,288,507.08 (2023: £1,874,071.76), with the following counterparties:
Netregistry Pty Ltd: £1,621,071.20 (2023: £0.00)
World Host Group GmbH: £2,667,435.88 (2023: £0.00)
World Host Group US Inc: £0.00 (2023: £1,382,053.57)
World Host Group CA Corp.: £0.00 (2023: £85,000.00)
Stablepoint Limited: £0.00 (2023: £347,399.96)
World Host Group Holding GmbH: £0.00 (2023: £59,618.23)
At 31 December 2024, non-current intercompany payables totalled £10,866,973.31 (2023: £2,378,281.27), with the following breakdown:
World Host Group GmbH: £10,452,319.31 (2023: £2,272,656.27)
Netregistry Pty Ltd: £414,654.00 (2023: £0.00)
World Host Group Holding GmbH: £0.00 (2023: £105,625.00)
The loan from World Host Group GmbH has a variable interest rate between 7.66% and 9.21%. The loan from Netregistry Pty Ltd has a variable interest rate of 8.62% - 10.84%.
These balances are unsecured and interest-free unless specifically agreed otherwise. Settlement terms vary by entity, with certain balances repayable on demand and others classified as long-term funding arrangements. Management reviews these balances regularly, and no provisions for settlement risk or impairment have been recognised as at the reporting date.
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
23
Related party fees
The Group provided services to related parties during the year in the ordinary course of business. These services comprised centralised sourcing and administrative/management support. All transactions were conducted on commercial terms and at arm’s length.
Centralised sourcing fees
During the year ended 31 December 2024, the Group charged £3,261,496 (2023: £566,838) in centralised sourcing fees to related parties. The increase reflects expanded service agreements and the onboarding of new group entities. Fees charged in 2024 were as follows:
- Colombiahosting S.A.S: £52,680 (2023: £nil)
- Netregistry Pty Ltd: £461,048 (2023: £nil)
- Nimbus Hosting Ltd.: £80,967 (2023: £nil)
- OVI Hosting Pvt. Ltd.: £122,271 (2023: £nil)
- Stablepoint Limited: £734,377 (2023: £230,020)
- TMD Hosting: £76,255 (2023: £nil)
- Wingu Networks, S.A. de C.V.: £350,192 (2023: £12,605)
- World Host Group CA Corp: £615,653 (2023: £33,709)
- World Host Group US Inc: £768,053 (2023: £290,504)
Admin and management fees
During the year ended 31 December 2024, the Group also charged £2,848,675 (2023: £800,574) in administrative and management fees to related parties. The increase is attributable to the ongoing expansion of group operations and associated central management support. Fees charged in 2024 were as follows:
- Colombiahosting S.A.S: £48,863 (2023: £nil)
- Netregistry Pty Ltd: £769,705 (2023: £nil)
- Nimbus Hosting Ltd.: £64,465 (2023: £nil)
- OVI Hosting Pvt. Ltd: £300,268 (2023: £nil)
- Stablepoint Limited: £341,922 (2023: £221,884)
- TMD Hosting: £78,167 (2023: £nil)
- Wingu Networks, S.A. de C.V.: £203,134 (2023: £17,476)
- World Host Group CA Corp: £440,677 (2023: £353,141)
- World Host Group GmbH: £145,931 (2023: £145,931)
- World Host Group US Inc: £455,542 (2023: £379,973)
WHG HOSTING SERVICES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
24
Cash generated from operations
2024
2023
£
£
Loss for the year before income tax
(2,289,527)
(1,053,777)
Adjustments for:
Finance costs
1,071,977
165,631
Investment income
(5,194)
Gain on disposal of property, plant and equipment
(8)
-
Amortisation and impairment of intangible assets
2,224
2,224
Depreciation and impairment of property, plant and equipment
929,239
224,438
Movements in working capital:
Increase in trade and other receivables
(1,163,169)
(2,412,325)
Increase in trade and other payables
11,443,916
4,645,132
Cash generated from operations
9,989,458
1,571,323
25
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
20,211
389,405
409,616
Obligations under finance leases
-
(93,642)
(93,642)
20,211
295,763
315,974
6 February 2023
Cash flows
31 December 2023
Prior year:
£
£
£
Cash at bank and in hand
-
20,211
20,211
-
20,211
20,211
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