WFL_MEDIA_LTD - Accounts
WFL_MEDIA_LTD - Accounts
The directors present the strategic report for the year ended 30 June 2022.
The key financial and other performance indicators during the year were as follows:
| 2022 | 2021 | Change |
| £ | £ | % |
Turnover | 14,674,507 | 5,713,021 | 157 |
Gross profit | 9,731,592 | 3,371,936 | 189 |
Profit/(loss) after tax | 7,890,237 | 1,617,731 | 388 |
Net assets | 17,024,148 | 9,133,911 | 86 |
Average number of employees | 54 | 52 | 4 |
During the year, the Company generated turnover of £14,675k which compares to turnover of £5,713k in the prior year. The primary reason for the increase in turnover is due to coming out of the Covid-19 pandemic which significantly impacted the hospitality sector, and the Company provides a booking system platform which all hospitality venues required during the pandemic when hospitality venues re-opened.
Net assets at the year end were £17,024k (2021: £9,134k) and profit for the financial year was £7,890k (2021: £1,618k), which is driven by the increased turnover and careful management of costs.
Future developments
The directors recognise that the economic outlook for the coming year remains challenging due to the inflation rate changes, that includes high energy prices and other cost of living rises. Turnover for the first ten months of the new year exceeded the level of previous year.
The Company continues to invest in developing and enhancing its technology.
The Directors consider that the Company is well positioned to prosper post the inflationary periods and be more profitable in the years ahead and the directors remain optimistic that the business step to perform well in a competitive market. The Company has sufficient reserves to ensure it can operate successfully and remain going concern for the foreseeable future with the continuous support of its immediate parent company.
The directors consider that the following are the principal risk factors that could materially affect the Company’s future operating profits.
Cost of living increases
As stated above, the cost of living increases has had an effect of people's disposable income. The company is monitoring the effects of this and will adapt as necessary to meet the challenge.
Competition risk
The Company operates in a competitive environment, and as a result the quality and reliability of its products are important to its customers.
Credit risk
The directors actively monitor credit control and regular reports to management ensure risks are minimised. They have instituted procedures to ensure that appropriate credit limits are set for customers and amounts due are collected within agreed credit terms.
Product risk
The Company’s parent own the software patent and ensure that there is continuous development of products at the required standard.
Liquidity risk
The Company seeks to manage liquidity risk by ensuring sufficient liquidity, including access to funding from other group companies, is available to meet foreseeable needs. It has sufficient liquid resources to meet current and future operating needs of the business.
Other performance indicators
Compliance with relevant environmental laws and regulations relevant to its operations are closely followed.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2022.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
JF Francis Ltd were appointed auditor to the company in the year and in accordance with section 485 of the Companies Act 2006, offer themselves for re-appointment.
select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
give a true and fair view of the state of the company's affairs as at 30 June 2022 and of its 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
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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.
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or certain disclosures of remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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.
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. We designed procedures capable of detecting non-compliance with laws and regulations and irregularities, including fraud, through:
Obtaining an understanding of the Company and its industry through discussions with management, and the application of our cumulative audit knowledge and experience of the industry to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements including tax, pensions, employment, health and safety, data protection and anti-bribery legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
Identifying possible risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether there was potential for management bias in the reporting of events and transactions in the financial statements relating to principal accounting estimates and uncertainties.
Our audit procedures were designed to respond to the identified risks relating to non-compliance with laws and regulations and irregularities (including fraud) that are material to the financial statements.
Our audit procedures in relation to non-compliance with laws and regulations included, but were not limited to:
Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations and reviewing correspondence with regulators and with solicitors; and
Communicating identified laws and regulations with the audit team and remaining alert to any indications of non-compliance throughout the audit; and
Considering the risk of non-compliance with laws and regulations; and
Considering whether the financial statement disclosures fairly represent the underlying transactions.
Our audit procedures in relation to irregularities and fraud included, but were not limited to:
Making enquiries of directors and management as to where they considered there was susceptibility to fraud, and whether they had knowledge of actual, suspected or alleged fraud; and
Gaining an understanding of the internal controls established to mitigate risks relating to fraud; and
Discussing the risk of fraud and management bias with the audit team and remaining alert to any indications of fraud and management bias throughout the audit; and
Addressing the risk of management override of controls by testing journal entries, considering the rationale behind significant or unusual transactions, and reviewing accounting estimates
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management.
Because of these inherent limitations, 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. This 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 auditor’s report.
Use of our report
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 company and the company's member, for our audit work, for this report, or for the opinions we have formed.
The income statement has been prepared on the basis that all operations are continuing operations.
WFL Media Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Armstrong Building, Oakwood Drive, Loughborough University Science & Enterprise Park, Loughborough, LE11 3QF.
The financial statements are prepared in sterling, which is the presentational and functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Access Technology Group Limited. These consolidated financial statements are available from its registered office, Armstrong Building, Oakwood Drive, Loughborough University Science & Enterprise Park, Loughborough, LE11 3QF.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Tax benefits are not recognised unless it is probable that they will be obtained. Tax provisions are made if it is probable that a liability will arise. The Company reviews each significant tax liability or benefit to assess the appropriate accounting treatment.
The Company considers whether debtors are recoverable and makes an estimate based on the value and age of debt at the balance sheet date to determine a suitable provision. This is done by reviewing the debt profile of each customer with a material level of debt using information available at the time.
An analysis of the company's turnover is as follows:
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
Employees are contracted by the immediate parent company and salary costs are recharged to the Company accordingly.
Directors' remuneration is borne by the immediate parent company.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The amount of £5,794,204 (2021 - £7,483,556) is held by the company on behalf of its customers, acting as an agent in the transaction, in relation to bookings made and agrees to the funds held in a bank account.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 3rd October 2022 the increased investment in the Group from its shareholders, Hg and TA Associates announced on 8th June 2022 completed. From 3rd October 2022, the ultimate parent undertaking of the Company and Group changed from Aldrin Topco Limited to Asyst Topco Limited.
The company has taken advantage of exemption available under the FRS102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” to not to disclose related party transactions with wholly owned subsidiaries within the group.
Access UK Ltd is the immediate parent undertaking which is incorporated in England and Wales. Access Technology Group Limited is the parent undertaking of smallest group to consolidate these financial statements.
The ultimate parent undertaking is Aldrin Topco Limited which is also registered in England and Wales. Refer to note 7 Events after the reporting date for details on the change in controlling party subsequent to the year end date.
Aldrin Topco Limited is the parent undertaking of the largest group to consolidate these financial statements. Copies of group financial statements can be obtained from Armstrong Building, Oakwood Drive, Loughborough University Science & Enterprise Park, Loughborough, LE11 3QF.
The directors do not consider there to be an Ultimate Controlling party, control is jointly exercised by funds managed by TA Associates L.P. and Hg Capital LLP.