Registration number:
for the Year Ended 31 December 2024
Workwave UK Holdco Limited
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Consolidated Profit and Loss Account |
|
|
Consolidated Statement of Comprehensive Income |
|
|
Consolidated Balance Sheet |
|
|
Balance Sheet |
|
|
Consolidated Statement of Changes in Equity |
|
|
Statement of Changes in Equity |
|
|
Consolidated Statement of Cash Flows |
|
|
Notes to the Financial Statements |
Workwave UK Holdco Limited
Company Information
|
Directors |
K Kemmerer G Doran |
|
Company secretary |
Corporation Service Company (UK) Limited |
|
Registered office |
|
|
Auditors |
|
Workwave UK Holdco Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the Company is a non-trading holding company. The principal activity of the Group is the provision of software services.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £10,792,673 (2023 - £10,310,024) and an operating profit of £761,980 (2023 - loss of £98,069) after charging amortisation on intangible fixed assets of £1,517,162 (2023 - £1,474,431). EBITDA for the year was £2,365,721 (2023 - £1,450,330) and the loss for the year after interest was £465,679 (2023 - £1,163,371). At 31 December 2024 the group had net liabilities of £4,416,248 (2023 - £3,759,526) and the company had net liabilities of £940,077 (2023 net assets of - £113,299).
The trading results of the Group were pleasing and recurring revenue remained strong. The Group remains well placed for further growth as part of the Workwave group globally.
Key performance indicators
The directors use Key Performance Indicators ('KPIs') to assist in the understanding of the development, performance and position of the business of the group. The KPIs used by the group to measure performance include revenue, gross profit and EBITDA for key trading businesses. These are reviewed by management on a monthly basis and are presented below:
|
Unit |
2024 |
2023 |
|
|
Total revenue |
£ '000 |
10,793 |
10,310 |
|
Recurring revenue |
£ '000 |
9,375 |
9,149 |
|
Gross margin |
% |
73 |
78 |
|
EBITDA |
£ '000 |
2,366 |
1,450 |
|
Operating profit/(loss) |
£ '000 |
671 |
(98) |
Future developments
The external commercial environment is expected to remain competitive in 2025 however the directors remain confident that the Company will maintain its current level of performance in the future.
Principal risks and uncertainties
Identifying, evaluating and managing the principal risks of the group is an ongoing feature of our way of working. We have policies and processes throughout our operations that enable us to do so, embedded in our culture from senior management through our normal operating processes. Macro-economic conditions are recognised as one of the principal risks in the current trading environment. This risk is mitigated by the monitoring of trading conditions and the principle of making continuous improvements to our value proposition whilst maintaining the core value of ‘Customer First’.
Reliance on key individuals and management
The success of the group will be dependent on the ongoing services of key management and operating associates. The Directors strive to support the group’s future success by continually reviewing their ability to attract and retain highly engaged, skilled and experienced people alongside training and developing all.
Competition risk
The group operates in a highly competitive marketplace and while the Directors are confident in the significant strengths of the group some competitors may offer similar services for marginally lower prices that cannot be matched. This would adversely impact growth in revenue and profitability and may result in higher customer churn.
Workwave UK Holdco Limited
Strategic Report for the Year Ended 31 December 2024
Technology
The market for our products is constantly evolving due to ongoing innovation. The group devotes significant resource to the development and roll out of new products and services, ensuring new technologies can be incorporated in our key offering.
Approved by the
Director
Workwave UK Holdco Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the Company
The directors who held office during the year were as follows:
Information included in the Strategic Report
Disclosure regarding future developments is covered in the Strategic Report.
Financial instruments
Objectives and policies
The group's financial instruments include a long term loan from the immediate parent company that bears interest at a fixed rate, which is currently being rolled up. In addition the immediate parent company has advanced funds on an interest free basis, repayable on demand. Other financial instruments comprise cash and liquid resources, and various other items such as trade debtors and trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group. The main risks arising from the group's financial instruments are set out below.
Price risk:
Price risk is the risk that the fair value of a financial asset will fluctuate because of changes in market prices (other than those due to interest rates and currency). The group has limited exposure as it does not hold any financial instruments at fair value.
Credit risk:
Credit risk refers to a risk that a counterparty will default on its contractual obligations resulting in a financial loss to the group.
The group’s principal financial assets are bank balances and cash and trade and other receivables. The group’s credit risk is primarily attributable to its trade receivables. The group's policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. The amounts presented in the balance sheet are, where appropriate, net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity risk:
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.
The group aims to mitigate liquidity risk by managing cash generation by its operations, applying cash collection targets and constantly monitors the group's trading results to ensure that the group can meet its future obligations as they fall due. In addition, the parent company has confirmed that it will not pursue repayment of loans repayable on demand in circumstances that would cause the Group to be unable to pay its liabilities as they fall due.
Workwave UK Holdco Limited
Directors' Report for the Year Ended 31 December 2024
Financial instruments (continued)
Cash flow risk:
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variable rate loans or changes in exchange rates.
The Group is exposed to transaction foreign exchange risks. The Group seeks to hedge its exposures using bank facilities denominated in Euros and dollars, with the objective of minimising the effects of fluctuations in exchange rates on future transactions and cashflows. The impact of potential future increases in the cost of finance is mitigated by outstanding inter-company loans being arranged at fixed interest rates for the term of the agreement.
Research and development
Research expenditure incurred on the group's software products has been expensed to the income statement in the relevant period. No software development costs have been capitalised during the current or prior year.
Going concern
The Directors have prepared forecasts for the next 12 months that indicate that there are sufficient facilities available to the Company with support from its parent company, that has indicated it will not demand repayment of loans repayable on demand or accrued interest if that would leave the Group to be unable to pay its liabilities as they fall due. The directors therefore have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing financial statements.
Directors' liabilities
During the financial period, a qualifying third party indemnity provision for the benefit of the directors was in force.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
Director
Workwave UK Holdco Limited
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 Group and Company 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 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; and |
• | 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 the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Workwave UK Holdco Limited
Independent Auditor's Report to the Members of Workwave UK Holdco Limited
Opinion
We have audited the financial statements of Workwave UK Holdco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Parent Company Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of 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. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's 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 original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
|
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Workwave UK Holdco Limited
Independent Auditor's Report to the Members of Workwave UK Holdco Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the Parent Company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors’ remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the Group and Parent Company’s industry and its control environment and reviewed the Group and Parent Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the Group and Parent Company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
|
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
Workwave UK Holdco Limited
Independent Auditor's Report to the Members of Workwave UK Holdco Limited
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
|
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
|
• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Workwave UK Holdco Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit/(loss) |
|
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Amounts written off investments |
( |
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
( |
|
|
Profit/(loss) for the financial year |
|
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the Company |
|
( |
The above results were derived from continuing operations.
Workwave UK Holdco Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Profit/(loss) for the year |
|
( |
|
Foreign currency translation gains/(losses) |
|
( |
|
Total comprehensive income for the year |
|
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the Company |
|
( |
Workwave UK Holdco Limited
(Registration number: 12049895)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
|
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
( |
( |
|
|
Total equity |
( |
( |
Approved and authorised by the
Director
Workwave UK Holdco Limited
(Registration number: 12049895)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
|
- |
|
|
Net (liabilities)/assets |
( |
|
|
|
Capital and reserves |
|||
|
Called up share capital |
2 |
2 |
|
|
Share premium reserve |
4,434,807 |
4,434,807 |
|
|
Retained earnings |
(5,288,158) |
(4,321,510) |
|
|
Shareholders' (deficit)/funds |
(853,349) |
113,299 |
The company made a loss after tax for the financial year of £966,648 (2023 - loss of £1,053,373).
Approved and authorised by the
Director
Workwave UK Holdco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
( |
( |
|
Loss for the year |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
( |
|
At 31 December 2023 |
2 |
4,434,807 |
(8,194,335) |
(3,759,526) |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
( |
( |
|
Profit for the year |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
At 31 December 2024 |
|
|
( |
( |
Workwave UK Holdco Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
At 31 December 2023 |
2 |
4,434,807 |
(4,321,510) |
113,299 |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
( |
( |
Workwave UK Holdco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Cash flows from operating activities |
||
|
Profit/(loss) for the year |
|
( |
|
Adjustments to cash flows from non-cash items |
||
|
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
- |
|
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
( |
|
|
Foreign exchange gains/(losses) |
|
( |
|
|
|
|
|
Working capital adjustments |
||
|
Decrease/(increase) in trade debtors |
|
( |
|
(Decrease)/increase in trade creditors |
( |
|
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
||
|
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
||
|
Interest paid |
- |
( |
|
Movement in financing group balances |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
Cash and cash equivalents at 1 January |
|
|
|
Cash and cash equivalents at 31 December |
1,929,890 |
1,057,243 |
There is no third party debt in the current or prior period, therefore no analysis of changes in net debt has been presented.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The company has taken advantage of the following disclosure exemptions available to qualifying entities in preparing its separate financial statements, as permitted by FRS 102:
- the requirements of Section 33 Related Party Disclosures paragraph 33.7; and
- the requirements of certain paragraphs within Sections 11 and 12 relating to Financial Instruments.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Inter-company transactions, balances and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Company loss
As permitted by section 408 of the Companies Act 2006, the Company’s Statement of Comprehensive Income has not been included in these financial statements. The Company loss for the year is £966,648 (2023 - £1,053,373).
Going concern
After reviewing the Group's forecasts and projections and on the basis that the parent company has confirmed that it will not seek repayment of loans and accrued in interest in circumstances that would leave the Group unable to meet its liabilities as they fall due, the directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Revenue recognition
The Group derives revenue from the sale of software licences, hardware, support and installation, project management and other services. These revenue components are often entered into as part of a single transaction, however, each element of the contract is separable and the fair value associated with each element can be reliably measured.
Revenue is recognised as follows:
- licence revenue is recognised on invoicing or when the software and licence key have been delivered whichever is later;
- hardware revenue is recognised as and when delivered;
- project revenue is recognised based on the proportion of the total contract completed, if the final outcome can be assessed with reasonable certainty. The proportion is calculated as costs incurred over total expected costs, applied to total contract value; and
- Software as a Service ('SaaS') subscription and support and maintenance are recognised straight-line over the period the cover to which they relate.
Amounts billed in excess of revenue recognised are recorded as deferred revenue and are included within current liabilities. Unbilled revenue is included within current debtors as accrued income.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Land and buildings short leasehold |
over the period of the lease |
|
Fixtures, fittings and equipment |
10-33% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the Group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Goodwill is amortised over its estimated useful life, which is considered to be 15 years.
Amortisation of goodwill is recognised as in administrative expenses in the profit and loss account.
Intangible assets
Intellectual property rights
Intellectual property rights acquired are initially recorded at cost and are written off over their estimated useful life.
Separately acquired trademarks and licences are shown at historical cost. Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Research and development
Research expenditure is written off in the year in which it is incurred.
Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the group is expected to benefit from the project.
Amortisation on all intangible assets is recognised in administrative expenses in the profit and loss account.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Trademarks, patents and licenses |
straight line over 5 years |
|
Internally generated software |
straight line over 2 years |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the Group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the Group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
|
|
The analysis of the Group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
North America |
89,612 |
224,146 |
|
Rest of world |
|
|
|
|
|
|
Operating profit/(loss) |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - other |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Other interest payable |
- |
|
|
Interest payable on group company loans |
|
|
|
|
|
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Redundancy costs |
|
- |
|
|
|
The average number of persons employed by the Group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Management and administration |
|
|
|
Development, service and support |
|
|
|
Sales and marketing |
|
|
|
|
|
Company
The Company incurred no staff costs and had no employees other than the directors. Director's remuneration within the reporting Group is set out in Note 7.
|
Directors' remuneration |
The directors do not have contracts of employment with the company. The directors are also officers of other group companies and are in part remunerated by a company that resides outside this reporting Group. It is not practicable to allocate their remuneration between the services as a director of this Group and offices of other Workwave group companies outside this reporting Group.
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
14,950 |
13,860 |
|
Audit of the financial statements of subsidiaries |
28,250 |
28,640 |
|
|
|
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK Corporation Tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
|
|
(543,044) |
493,563 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Arising from changes in tax rates and laws |
- |
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
(282,864) |
- |
|
Total deferred taxation |
( |
( |
|
Tax (receipt)/expense in the income statement |
( |
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Effect of tax losses |
|
|
|
Deferred tax credit relating to changes in tax rates or laws |
- |
( |
|
(Decrease)/increase in UK and foreign current tax from adjustment for prior periods |
( |
|
|
Total tax (credit)/charge |
( |
|
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
9 |
Taxation (continued) |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Decelerated tax depreciation |
( |
|
Revalued intangible assets upon acquisition |
|
|
Other short term timing differences |
|
|
|
|
2023 |
Liability |
|
Decelerated tax depreciation |
( |
|
Revalued intangible assets upon acquisition |
|
|
Other short term timing differences |
( |
|
|
Company
An increase in the UK corporation tax rate to 25%, effective from April 2023, was announced and substantively enacted on 24 May 2021. Deferred tax at the balance sheet date has been calculated based on the rate of 25%.
|
Intangible assets |
Group
|
Goodwill |
Trademarks, patents and licenses |
Internally generated software development costs |
Total |
|
|
Cost |
||||
|
At 1 January 2024 and 31 December 2024 |
|
|
|
|
|
Disposals |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Amortisation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Amortisation charge |
|
|
|
|
|
Amortisation eliminated on disposals |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
( |
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
10 |
Intangible assets (continued) |
All the goodwill recognised is as a result of business combinations and have arisen due to the difference between the carrying value of the net assets acquired and the purchase price. Goodwill consists of intangible items such as local market positions, business development potential and synergies, future earning capacity and customer relationships.
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
Included within the net book value of land and buildings above is £33,919 (2023 - £59,034) in respect of short leasehold land and buildings.
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 January 2024 and at 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2023 and at 31 December 2024 |
|
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
12 |
Investments (continued) |
Details of undertakings
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
Canada |
|
|
|
* direct subsidiary, all other companies are indirect subsidiaries through Workwave UK Intermediate Limited
The subsidiaries have a principal activity of the provision of software services with the exception of Workwave UK Intermediate Limited which has a principal activity of an intermediate holding company.
All companies have a registered address of C/O Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London, E14 5HU, with the exception of the following company:
- Innovise Canada Limited has a registered address of 181 Bay Street Suite 4400, Brookfield Place, Toronto, Ontario, M5J 2T3, Canada.
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
|
|
- |
- |
|
|
Prepayments and accrued income |
|
|
- |
- |
|
|
Corporation tax asset |
|
- |
- |
- |
|
|
|
|
- |
- |
||
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to group undertakings |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
- |
49,173 |
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Amounts owed to group undertakings |
9,363,335 |
9,363,335 |
9,363,335 |
9,363,335 |
|
Amounts due to group undertakings due in more than one year includes an unsecured loan from Workwave LLC, the immediate parent company of Workwave UK Holdco Limited. Interest accrues quarterly at a rate of 11.25% per annum. The loan is due for repayment in November 2027.
Accrued expenses includes £5,375,842 (2023: £4,305,852) in respect of interest accrued as payable on the unsecured loan from Workwave LLC.
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £nil (2023 - £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary shares of £1 each |
2 |
2 |
2 |
2 |
Share rights
Ordinary share capital has full voting, dividend and capital distribution rights (including on winding up). It does not confer any right of redemption.
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Reserves |
Share Premium
Share premium reserve represents the premium in excess of the par value of share capital received from the shareholder.
Profit and loss account
The profit and loss account represents the accumulated profits and losses since incorporation.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
|
Related party transactions |
Group
Summary of transactions with key management
Summary of transactions with parent
At 31 December 2024, the Group was also owed a trading loan balance of £1,088,443 (2023 - £722,943) by a subsidiary in the wider Workwave LLC group. The trading loan is interest free and repayable on demand.
Company
Summary of transactions with group entities
The Company has taken advantage of the exemption in the FRS 102 from disclosing transactions with other members of the Group, where those members are 100% owned and consolidated in the Group results.
|
Financial instruments |
Group
Categorisation of financial instruments
All financial assets and liabilities are are measured at amortised cost.
Items of income, expense, gains or losses
The total interest expense for financial liabilities not measured at fair value through profit or loss is £1,053,375 (2023 - £1,053,375).
Workwave UK Holdco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Parent and ultimate parent undertaking |
The immediate and ultimate parent company is WorkWave LLC, an entity registered in the USA, holding a majority shareholding in the Company.
WorkWave LLC's registered address is 3600 State Route, 66 Suite, 400 Neptune, NJ 07753, USA.