Company registration number 15269945 (England and Wales)
WONDRWALL HOLDCO LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
WONDRWALL HOLDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
WONDRWALL HOLDCO LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
Notes
£
£
Fixed assets
Investments
3
7,233,365
Current assets
Debtors
5
1,403,125
Cash at bank and in hand
268
1,403,393
Creditors: amounts falling due within one year
6
(388,294)
Net current assets
1,015,099
Total assets less current liabilities
8,248,464
Creditors: amounts falling due after more than one year
7
(1,244,875)
Net assets
7,003,589
Capital and reserves
Called up share capital
8
74,208
Share premium account
7,268,689
Profit and loss reserves
(339,308)
Total equity
7,003,589

For the financial period ended 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 8 August 2025 and are signed on its behalf by:
Mr D Burton
Director
Company registration number 15269945 (England and Wales)
WONDRWALL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -
1
Accounting policies
Company information

Wondrwall Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Tower 12, 18 - 22 Bridge Street, Manchester, Greater Manchester, England, M3 3BZ.

1.1
Reporting period

These financial statements represent a long period of 17 months to March 2025. The accounting reference date has been changed to align the year end with the other group companies.

1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

Preparation of consolidated financial statements

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

 

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

WONDRWALL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 3 -
1.5
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 profit and loss account 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 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 profit and loss account, 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.

2
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2025
Number
Total
1
3
Fixed asset investments
2025
£
Shares in group undertakings
7,233,365
WONDRWALL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
3
Fixed asset investments
(Continued)
- 4 -
Movements in fixed asset investments
Investments
£
Cost or valuation
At 8 November 2023
-
Additions
7,233,365
At 31 March 2025
7,233,365
Carrying amount
At 31 March 2025
7,233,365
4
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Wondrwall Group Ltd
1
Intermediate holding company
Ordinary
100.00
-
Wondrwall Energise Limited
1
Supply and installation of energy saving materials
Ordinary
0
100.00
Wondrwall Insight Limited
1
Dormant
Ordinary
0
100.00
Wondrwall Ltd
1
Design, supply and installation of energy saving materials
Ordinary
0
100.00
Wondrwall Analytics Ltd
1
Dormant
Ordinary
0
100.00
Wondrwall Assist Limited
1
Dormant
Ordinary
0
100.00
Wondrwall Insure Limited
1
Dormant
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Tower 12 18-22 Bridge Street, Manchester, England, M3 3BZ
5
Debtors
2025
Amounts falling due within one year:
£
Other debtors
1,403,125

Included within other debtors is £1,150,000 which relates to an overdrawn directors loan account which is interest free. See note 10.

 

WONDRWALL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 5 -
6
Creditors: amounts falling due within one year
2025
£
Corporation tax
253,125
Other creditors
135,169
388,294
7
Creditors: amounts falling due after more than one year
2025
£
Other creditors
1,244,875

A loan for £1,150,000 was taken out in November 2023, which is repayable on demand. Interest is charged at 6% per annum.

8
Called up share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
A1 Ordinary of 1p each
2,137
21
A1 Ramp Ordinary of 1p each
5,870,107
58,701
A2 Ordinary of 1p each
76,000
760
B Ordinary of 1p each
2,448
24
B Ramp Ordinary of 1p each
1,449,705
14,497
C Ordinary of 1p each
3,702
37
C Composite of 1p each
15,713
157
G Ordinary of 1p each
1,057
11
7,420,869
74,208
WONDRWALL HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
8
Called up share capital
(Continued)
- 6 -

5,870,107 A1 Ramp Ordinary shares of £0.01 each were issued and fully paid at a premium of £0.99 per share during the period. Consideration for these shares totalled £5,870,107.

 

The company issued 99,898 shares of £0.01 in respect of the acquisition of Wondrwall Group Limited being 2,137 A1 Ordinary, 76,000 A2 Ordinary, 15,713 C Composite, 2,346 B Ordinary and 3,702 C Ordinary.

 

As part of the acquisition loan notes of £1,232,249 in Wondrwall Group Limited were converted into 1,449,705 B Ramp Ordinary shares of £0.01 and a premium of £0.99.

 

102 B Ordinary shares of £0.01 each were issued for a consideration of £22,077.

 

1,057 G Ordinary shares were issued at par during the period.

 

The rights attached to the shares are set out below:

 

A1 Ordinary, B Ordinary and C Composite have no voting rights but the right to receive dividends and have the benefit of the Value Creation Incentive.

 

A2 Ordinary have full voting rights, the right to receive dividends and benefit from the Value Creation Incentive.

 

A1 Ramp Ordinary have full voting rights and the right to receive dividends. These shares also have a minimum return of 3 times invested amount.

 

C Ordinary have no voting rights but have but have the benefit of the Value Creation Incentive and the right to receive dividends.

 

G Ordinary have no voting rights and no right to receive dividends.

 

B Ramp Ordinary have no voting rights but the right to receive dividends.

 

In the event of a capital payment (including on a winding up) the shares have equal right following payment of the minimum return to the holders of A1 Ramp Ordinary.

9
Events after the reporting date

Post year end 915,000 A1 Ramp Ordinary shares of £0.01 were issued and fully paid at a premium of £0.99 per share. Consideration for these shares totalled £915,000.

10
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
-
-
1,150,000
1,150,000
-
1,150,000
1,150,000

The director repaid £400,000 within 9 months of the year end.

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