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Registered number:
FOR THE YEAR ENDED 30 JUNE 2025
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WATERSTONS LIMITED
COMPANY INFORMATION
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WATERSTONS LIMITED
CONTENTS
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WATERSTONS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The directors present the strategic report for the year ended 30 June 2025.
Principal activities The principal activity of the group is as a Bigger Picture Technology consultancy. We provide IT, Digital, Cyber and software consultancy plus support. We do this by working alongside our clients to understand their business, ambitions and challenges. Our aim is to improve our clients’ business performance and support them to deliver success. We are Waterstons Our clients see technology as a critical enabler, whether its advisory, implementation or support, our work matters a lot. Clients stay with us because we understand them, because we know what we’re doing, and because we do the right thing to make things work. We deliver IT security, resilience, and usability. We make business processes and transactions work. We create new value and business advantage. Technical excellence is a given. We hire for problem solving ability, listening and communication skills, high integrity, and a strong service ethos. The work we do is important, if not vital. It has to be done well and for the right reasons. We’re passionate about our clients and the sectors they work in. We won’t sacrifice any of this for growth but when we get things right, we’ll have the potential to take those incredible journeys further around the world.
The Group’s mission is to help companies solve real business problems and create value. We do this by providing the full range of IT and digital services provided by smart people and appropriate technology. Our approach is to make IT and digital technology secure, usable, functional and advantageous for our clients. At the centre of everything is our need to provide a stable and sustainable business, which allows us to look after our people and clients to the best of our ability.
The Group’s key strategies centre around five key areas: 1. Grow Responsibly, Lead with Purpose We will be the partners that clients don’t just need, but respect - one that grows without losing our way. 2. Our People Succeed and Thrive with us We develop and invest in our people to ensure they can build lifelong careers and do what they do best every day. We recognise that our brilliant people are our greatest strength. We do this by: • hiring and retaining the best people we can find, prioritising cultural fit, intellectual breadth, and attitude above knowledge; • actively encouraging emotional intelligence, curiosity and integrity; • trusting people to make decisions on behalf of the business and our clients, regardless of where they sit in the organisation; • we value our people in the way we expect them to value our clients; • continuous investment in learning and growth means our people excel throughout their careers. 3. Recognise Opportunities when we see them Opportunities that allow us to remain curious, develop innovative solutions, enter into new markets / locations and grow the business whilst cherishing our culture.
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WATERSTONS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
4. Trusted by our Clients
Clients trust us to not only provide exceptional service but to build meaningful connections, which allow us to support them across the breadth of our business and theirs. • Our commitment is to deliver positive outcomes for clients whilst striving to surpass expectations, knowing that we succeed when they do; • We live in our clients’ worlds, and do that by understanding their wider business, their industry and their people; • Our exceptional people provide brilliant, innovative, creative solutions, which we leverage to help our clients; • We have a network of strong, trusted partners in tech and beyond, and we use their specialisms in order to help our clients; and • Our aim is always to provide value in the work we do, and measure success not just in revenue but in the difference we help to make. 5. A Positive Force in our Society We will strive to be a positive influence in wider society, actively deliver on our CSR purposes, promote DEI and grow sustainably into the future.
This year, as a group we experienced a year of consolidation as we maintained revenue of £28m. During the year we incurred a number of exceptional costs in both the UK and Australia, which after adjusting for these, saw the group report an operating profit of £259k, compared to an operating loss of £80k in the previous year, on a like for like basis. We continued to invest in our Australian subsidiary which remained loss making, although the level of these losses continued to reduce. The Australian subsidiary remains a key component of our strategy, and we are confident that the changes made to its management team in the year will ensure we continue to deliver a high-quality service to our customers across the globe.
Our clients see our excellent people, and our need to understand their business, as a key differentiator from other Technology consultancies. Being a Bigger Picture Technology consultancy helps us create real value and allows us to do the right thing not just the latest thing. We are committed to adding value across key industry sectors where we have broad and deep knowledge and experience. We have continued to invest heavily in these sectors to enhance our expertise and offer better solutions to our current and future clients. We understand the importance of having a deep knowledge of these sectors to bridge the gap between technology and business challenges. We recognise the need to nurture “incubator” sectors to ensure we are looking to the future.
The Directors consider turnover and EBITDA (earnings before interest, tax, depreciation, amortisation and exceptional items) to be key measures of the company's performance.
· Turnover has decreased slightly during the year to £27,729,668 (2024 - £28,334,645). · Gross profit margin for the year has increased to 25.0% (2024 - 24.8%). · EBITDA before exceptional items has increased by 164% during the year to £458,879 (2024 - £173,686). The Directors are pleased with the results in light of the general macro-economic challenges and trading conditions experienced during the year. The net assets at the reporting date are £3,534,886 (2024 - £4,212,095) following the impairment of the loan due from the Employee Benefit Trust. Group cash balances increased significantly during the year and at the year end were £2,340,469 (2024 - £1,123,922).
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WATERSTONS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The management of the business and the execution of the company's strategy are subject to a number of risks. The board reviews and puts in place policies to mitigate them.
The key business and financial risks are: Group Reputational risk Internal reporting lines have been established to ensure compliant processes are in place to avoid incidents and manage risks if they occur. Regulatory or legislative change The group engages with specialist knowledge and legal services for regular updates and employs an experienced lawyer as Legal Counsel. Employees Our employees are our biggest asset, and the resignation of a key employee could always potentially adversely affect the business. Waterstons look to mitigate this by ensuring that we have succession planning in place along with development plans for staff to ensure that they are all empowered to grow. Waterstons continually review our pay and benefits package to ensure they remain competitive in the market. We are obsessive about recruitment, and we hire good people who are problem solvers with integrity, they are creative and smart but also pragmatic. Empowering and developing our staff is something that is extremely important to us; we’ll never stop supporting their growth. Environment, health and safety incidents Appropriate measures are implemented to ensure the risk of any environmental and health and safety issues are minimised. The company strives to maintain high standards in these areas. Industry credit risk The company monitors credit risk and considers that its current policy of strict credit checks and continued dialogue with customers meets its objectives of managing its exposure. Our Client Portfolio is also diverse in terms of size and industry sector. Liquidity risk The directors regularly monitor the financial information to ensure that any risks in this area are considered on a timely basis.
This report was approved by the board on 10 December 2025 and signed on its behalf.
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WATERSTONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The directors present their report and the financial statements for the year ended 30 June 2025.
The directors who served during the year were:
The loss for the year, after taxation and minority interests, amounted to £550,733 (2024 - loss £249,618).
No ordinary dividends were paid.
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance. There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.
During the period, Sumer Auditco Limited resigned as auditors and Ryecroft Glenton were appointed as auditors.
The auditors, Ryecroft Glenton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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WATERSTONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
This report was approved by the board on
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WATERSTONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATERSTONS LIMITED
We have audited the financial statements of Waterstons Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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WATERSTONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATERSTONS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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WATERSTONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATERSTONS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
The extent to which the audit was considered 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: • the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the IT services and digital transformation sector; • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006, taxation legislation, and regulatory and accreditation compliance requirements such as ISO 9001:2015, ISO/IEC 27001:2022 and the Cyber Essentials and Cyber Essentials Plus standards; • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and • we ensured that the identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud; and • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures to identify any unusual or unexpected relationships; • tested journal entries to identify unusual transactions; and • assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; • reading the minutes of meetings of those charged with governance; • enquiring of management as to actual and potential litigation and claims; and • reviewing correspondence with HMRC where appropriate.
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WATERSTONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATERSTONS LIMITED (CONTINUED)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
32 Portland Terrace
NE2 1QP
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WATERSTONS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
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WATERSTONS LIMITED
REGISTERED NUMBER: 03818424
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2025
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WATERSTONS LIMITED
REGISTERED NUMBER: 03818424
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 December 2025.
The notes on pages 20 to 39 form part of these financial statements.
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WATERSTONS LIMITED
REGISTERED NUMBER: 03818424
COMPANY BALANCE SHEET
AS AT 30 JUNE 2025
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WATERSTONS LIMITED
REGISTERED NUMBER: 03818424
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 39 form part of these financial statements.
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