FOR THE YEAR ENDED 31 DECEMBER 2024
DWELLWORKS EUROPE LIMITED
COMPANY INFORMATION
DWELLWORKS EUROPE LIMITED
CONTENTS
DWELLWORKS EUROPE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is an intermediate holding company within a wider group headed by a United States parent undertaking ("the US Parent Group"). The Dwellworks Europe group benefits from global agreements with Relocation Management Companies (RMC), to service the corporate clients of the RMC. On a regular basis the Company evaluates the market and customer requirements and considers strategic alternatives for its business units. The current market conditions and global economy have negatively impacted the current year performance of the Group.
The principal risk of the business is the global economy. As the economy strengthens and weakens, global businesses will expand or contract their travel and relocation programs. The expansion and contraction directly affects the performance of our business. Other minor risks and uncertainties are associated with customer consolidations and supplier demand.
The ongoing risk is the successful transition to new owners, which we expect will be completed in a timely fashion. This resolves any outstanding covenants contained within the credit agreement of the Parent.
The ongoing risk is the successful transition to new owners, which we expect will be completed in a timely fashion. This resolves any outstanding covenants contained within the credit agreement of the Parent.
On an annual basis, key performance indicators are reviewed versus the plan and prior year. A summary of the results is below.
∙Revenue was unfavorable to the plan by 49% (2023: 17%).
∙Margin was unfavorable to the plan by 45% (2023: 34%).
∙EBITDA (excluding management charges) was unfavorable to the plan by 153% (2023: 59%).
Other key performance indicators for the business are:
∙Weekly volume of requests for proposals
∙Conversion rate of requests for proposals
S.172 of the Companies Act 2006 Statement:
The Directors are aware of their duties under S.172 of the Companies Act 2006 to act in the way which they consider in good faith, would be most likely to promote the success of the company for the benefit of its shareholders, which includes having regard to other stakeholders.
The Directors consider it is imperative that that the Company maintains its reputation for high standards of business conduct as they are responsible for the Company’s standards, culture, values, ethics and reputation. These are embedded by the senior management team throughout all departments of the business. The Directors also seek to balance the needs of its members with s.172 matters throughout the period in the policies and practices operated by the Company ensuring that its obligations to all stakeholders are met.
This report was approved by the board on 21 August 2026 and signed on its behalf.
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DWELLWORKS EUROPE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £2,238,056 (2023: loss £2,069,650).
The directors have not recommended a dividend for the year (2023: £NIL).
The directors who served during the year were:
Anticipated future developments are detailed in the going concern section of this report below.
The directors have concluded that it is not appropriate to prepare the financial statements on a going concern basis and, accordingly, the financial statements have been prepared on a basis other than going concern.
The Company is an intermediate holding company within a wider group headed by a United States parent undertaking ("the US Parent Group") with an overall financing facility for the companies forming the US Parent Group (inclusive of Dwellworks Europe Group)
On 31 July 2026, the US Parent Group entered into a trade and asset sale agreement for the disposal of its corporate housing revenue stream. The transaction includes the disposal of the principal trading activities undertaken by the Dwellworks Europe Group. The UK corporate housing business included within the Dwellworks Europe Group represented approximately 70% of the Dwellworks Europe Group's revenue for the year ended 31 December 2024. The Dwellworks Europe Group has also reported a £3.5m net liabilities consolidated balance sheet as of 31 December 2024.
In light of the forgoing transactions and based on its own financial position, current results and future forecasts, as well as the current funding availability from the US Parent Group creditor and its funding expiration dates, directors have concluded that the Dwellworks Europe Group will not continue in operational existence for the foreseeable future and that the going concern basis of preparation is therefore not appropriate. Accordingly, they have determined that it is in their interest to pursue a strategic transaction for Dwellworks Europe Group. They intend to complete those transactions as part of the wider disposal process.
These transactions include the disposal of the remaining shareholdings held by Dwellworks Europe Limited and are expected ultimately to result in the cessation of the Dwellworks Europe Group's activities.
Following completion of the disposal programme, it is intended that Dwellworks Europe Limited and any remaining subsidiary undertakings will be wound down and ultimately dissolved. As a result of these circumstances, the financial statements have consequently been prepared on a basis other than going concern, reflecting the expected realisation of assets and settlement of liabilities through disposal rather than through continuing operations.
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DWELLWORKS EUROPE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
On 31 July 2026, the US Parent Group entered into a trade and asset sale agreement for the disposal of its corporate housing revenue stream. The transaction includes the disposal of the principal trading activities undertaken by the Dwellworks Europe Group, which represented approximately 70% of the Dwellworks Europe Group's revenue for the year ended 31 December 2024. It is not expected that any of the sale proceeds will be remitted to the Dwellworks Europe Group by the US Parent.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DWELLWORKS EUROPE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 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.
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DWELLWORKS EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE LIMITED
We have audited the financial statements of Dwellworks Europe Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and notes, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We draw attention to Note 1.1 to the financial statements, which explains that the financial statements have been prepared on a basis other than going concern following the planned disposal of the Group's subsidiaries and the intention to subsequently wind down the remaining Parent Company. Our opinion is not modified in respect of this matter.
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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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DWELLWORKS EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE LIMITED (CONTINUED)
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 Strategic Report or the Directors' Report.
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DWELLWORKS EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE 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.
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 have considered the nature of the industry and sector, control environment and business performance, key drivers for directors’ remuneration, bonus levels and performance targets;
∙We have considered the results of our enquiries of management about their own identification and assessment of the risks of irregularities;
∙Any matters identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°The internal controls established to mitigate risks of fraud or noncompliance with laws and regulations.
Our assessment of matters relating to non-compliance with laws and regulations and fraud encompassed the Group as a whole, including enquiries and procedures performed across relevant Group components to support our audit opinion on the Group financial statements.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in revenue recognition.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the parent Company and Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, Financial Reporting Standard 102 and UK tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included data protection regulations, occupational health and safety regulations and employment legislation.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having direct effect on the financial statements.
∙Enquiring of management concerning actual and potential litigation and claims;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙Performing detailed transactional testing in relation to the recognition of revenue;
∙In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries, and other adjustments; assessing whether the judgements made in making accounting
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DWELLWORKS EUROPE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DWELLWORKS EUROPE LIMITED (CONTINUED)
estimates are indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of the business.
We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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
Chy Nyverow
Newham Road
Cornwall
TR1 2DP
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DWELLWORKS EUROPE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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DWELLWORKS EUROPE LIMITED
REGISTERED NUMBER:08384946
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 35 form part of these financial statements.
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DWELLWORKS EUROPE LIMITED
REGISTERED NUMBER:08384946
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 35 form part of these financial statements.
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