WPS United Kingdom Limited - Limited company accounts 23.2

REGISTERED NUMBER: 04211140 (England and Wales)

WPS UNITED KINGDOM LIMITED

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31ST DECEMBER 2022

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

to

5

Statement of Income and Retained Earnings

6

Statement of Financial Position

7

Notes to the Financial Statements

8

to

14

DIRECTORS:

Mrs L L Legg

Mr R J Boultbee

Mr R Ashburner

REGISTERED OFFICE:

Unit 5, Hillmead Industrial Estate

Marshall Road

Hillmead

SWINDON

Wiltshire

SN5 5FZ

REGISTERED NUMBER:

04211140 (England and Wales)

AUDITORS:

Morris Owen

Statutory Auditors

43-45 Devizes Road

SWINDON

Wiltshire

SN1 4BG

The directors present their report with the financial statements of the company for the year ended 31st December 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2022 to the date of this report.

Mrs L L Legg

Mr R Ashburner

Other changes in directors holding office are as follows:

Mr R J Boultbee - appointed 1st September 2022

Mr S D H Jarvis - resigned 6th May 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	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.

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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Morris Owen, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mrs L L Legg - Director

20th October 2023

Opinion

We have audited the financial statements of WPS United Kingdom Limited (the 'company') for the year ended 31st December 2022 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position 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 company's affairs as at 31st December 2022 and of its loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

Opinions on other matters 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

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, 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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations through the audit planning process;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's industry;

-

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 company, including the Companies Act, taxation legislation, employment legislation.

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

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 this susceptibility of the company'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, 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.

As a result of the company having a small management and finance team, we identified a risk of fraud through management bias and ability to override of controls, including lack of segregation of duties, which could lead to a misappropriation of cash and other assets. To address this we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries, non sales ledger and non purchase ledger entries to identify unusual transactions and investigated the rationale behind these transactions

-

assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

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;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HM Revenue & Customs (HMRC) and any legal correspondence.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. 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 Report of the Auditors.

Use of our 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 a Report of the Auditors 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.

David John Marshall (Senior Statutory Auditor)

for and on behalf of Morris Owen

Statutory Auditors

43-45 Devizes Road

SWINDON

Wiltshire

SN1 4BG

30th October 2023

TURNOVER

4,016,611

3,653,078

Cost of sales

2,608,202

2,150,069

GROSS PROFIT

1,408,409

1,503,009

Administrative expenses

2,479,795

1,848,369

OPERATING LOSS

4

(1,071,386

)

(345,360

)

Interest payable and similar expenses

19,148

16,044

LOSS BEFORE TAXATION

(1,090,534

)

(361,404

)

Tax on loss

5

-

21,559

LOSS FOR THE FINANCIAL YEAR

(1,090,534

)

(382,963

)

Retained earnings at beginning of year

(2,110,726

)

(1,727,763

)

RETAINED EARNINGS AT END OF YEAR

(3,201,260

)

(2,110,726

)

FIXED ASSETS

Tangible assets

7

8,602

7,739

Investments

8

-

35,535

8,602

43,274

CURRENT ASSETS

Stocks

454,448

431,157

Debtors

9

817,372

931,640

Cash at bank and in hand

146,958

417,002

1,418,778

1,779,799

CREDITORS

Amounts falling due within one year

10

2,250,479

1,619,921

NET CURRENT (LIABILITIES)/ASSETS

(831,701

)

159,878

TOTAL ASSETS LESS CURRENT LIABILITIES

(823,099

)

203,152

CREDITORS

Amounts falling due after more than one year

11

(373,161

)

(363,878

)

PROVISIONS FOR LIABILITIES

(55,000

)

-

NET LIABILITIES

(1,251,260

)

(160,726

)

CAPITAL AND RESERVES

Called up share capital

13

1,950,000

1,950,000

Retained earnings

(3,201,260

)

(2,110,726

)

SHAREHOLDERS' FUNDS

(1,251,260

)

(160,726

)

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

The financial statements were approved by the Board of Directors and authorised for issue on 20th October 2023 and were signed on its behalf by:

Mrs L L Legg - Director

1.	STATUTORY INFORMATION

WPS United Kingdom Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 04211140. The registered office address and place of business is

Unit 5, Hillmead Industrial Estate

Marshall Road

Hillmead

Swindon

Wiltshire

SN5 5FZ

The presentational currency of the financial statements is in Pound Sterling (£) rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors have received a letter of support from the parent undertaking stating that the company will be provided with adequate financial resources by its immediate parent undertaking to continue in operations for the foreseeable future. Further to this, the directors continue to assess future trading forecasts and expected cash flow requirements. For these reasons the directors continue to adopt the going concern basis in preparing the financial statements.

Significant judgements and estimates

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 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 years.

Critical judgements in applying the Company's accounting policies

There are not deemed to be any critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have had a significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets or liabilities within the next financial year are addressed below.

Revenue recognition: The estimates and associated assumptions around the outcome of construction contracts are based on historical experience and other factors that are considered to be relevant such as a regular and ongoing contract review processes. Actual results may differ from these estimates. These are reviewed monthly to monitor any delay in completion times and action taken to mitigate delays.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

33% to 50% straight line and 10% to 20% straight line

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets

An 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.

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.

Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract work in progress is stated at costs incurred, less those transferred to the profit and loss account, after deducting foreseeable losses and payments on account not matched with turnover.

Amounts recoverable on contracts are included in debtors and represent turnover recognised in excess of payments on account.

Amounts payable on contract are included in creditors and represent payments on account in excess of turnover recognised.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 32 (2021 - 30 ) .

2022

2021

as

restated

£

£

Directors' remuneration

298,212

222,698

Directors' pension contributions to money purchase schemes

12,322

8,772

Information regarding the highest paid director is as follows:

2022

2021

as

restated

£

£

Emoluments etc

107,743

94,847

Pension contributions to money purchase schemes

6,280

5,668

There were three active directors in the year (2021: three), included in the above. Pension contributions for all directors were made into a defined contributions pension scheme.

4.	OPERATING LOSS

The operating loss is stated after group management charges included within administrative expenses totalling £864,902 (2021: £578,113). The operating loss before tax and group management charges is £225,632 (2021: profit £216,709).

5.

TAXATION

At the 31 December 2022 the company had unrecognised deferred tax assets totalling £384,962 (2021:£121,258) by virtue of unrecognised trading losses and decelerated capital allowances.

6.	PRIOR YEAR ADJUSTMENT

As part of a presentational adjustment to improve the understanding of the company's performance, direct wage costs have been presented in the current year within cost of sales. The comparatives period has also been restated as previously all payroll costs were included within administration expenses, in order to show a consistent presentation. This has no impact on the overall profitability previously reported and no effect on the Balance Sheet presentation.

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1st January 2022

518,574

Additions

5,459

Disposals

(221,859

)

At 31st December 2022

302,174

DEPRECIATION

At 1st January 2022

510,835

Charge for year

4,596

Eliminated on disposal

(221,859

)

At 31st December 2022

293,572

NET BOOK VALUE

At 31st December 2022

8,602

At 31st December 2021

7,739

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st January 2022

and 31st December 2022

46,157

PROVISIONS

At 1st January 2022

10,622

Impairments

35,535

At 31st December 2022

46,157

NET BOOK VALUE

At 31st December 2022

-

At 31st December 2021

35,535

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Universal Parking Systems Ltd

Registered office: Unit 5, Hillmead Industrial Estate Marshall Road, Hillmead, Swindon, England, SN5 5FZ.

Nature of business: Non-trading

%

Class of shares:

holding

Ordinary

100.00

The directors have looked at the carrying amount of the investment and based the impairment of investments on the net assets of the subsidiary.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

as

restated

£

£

Trade debtors

601,678

559,818

Amounts recoverable on contract

69,786

228,172

Other debtors

145,908

143,650

817,372

931,640

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

as

restated

£

£

Trade creditors

260,372

149,256

Amounts owed to group undertakings

599,821

194,267

Social security and other taxes

61,046

42,265

VAT

110,840

75,349

Amounts payable on contracts

85,006

315,329

Accrued expenses

588,278

401,223

Deferred income

545,116

442,232

2,250,479

1,619,921

Included within accrued expenses is an amount totalling £413,664 (2021: £275,018) in relation to management charges invoiced to the company after the year end by its parent company.

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2021

as

restated

£

£

Amounts owed to other group companies

373,161

363,878

12.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2022

2021

as

restated

£

£

Within one year

88,655

105,052

Between one and five years

32,927

97,879

121,582

202,931

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

as restated

£

£

1,950,000

Ordinary

1

1,950,000

1,950,000

14.	ULTIMATE CONTROLLING PARTY

During the financial year 2022 the Company's immediate parent undertaking was WPS International BV, a company registered in The Netherlands. In 2022 this sole shareholder of the Company merged with its parent company, WPS Holding BV, located at the same address: Hoevenweg 11, (5652JB) Eindhoven, The Netherlands. The sole shareholder of WPS Holding BV and the Company's ultimate parent company is RCPT Topco BV, based in Amsterdam, The Netherlands. However, consolidated financial statements are drawn up on the level of WPS Holding BV. The Company is part of the group of WPS Holding BV with branches in The Netherlands, Belgium, United Kingdom, Canada, United States of America, and Brazil. This is the group to which the Company belongs, and for which consolidated financial statements are prepared which include the Company's results.

On 17 April 2023, the company along with fellow group companies WPS Parking Systems BV, WPS USA Corp, WPS Canada Inc and WPS Belgium NV was acquired by Certina Solutions Ag, located at Robert-Koch-Str. 5 a, 82031 Grünwald, Germany.