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Registered number: 13165595










O9 SOLUTIONS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022




















 
O9 SOLUTIONS UK LIMITED
 
 
Company Information


Directors
S. De Barse 
I. Rikalo 




Company secretary
Halco Secretaries Limited



Registered number
13165595



Registered office
5 Fleet Place

London

EC4M 7RD




Independent auditor
Sayers Butterworth LLP
Chartered Accountants & Statutory Auditor

3rd Floor

12 Gough Square

London

EC4A 3DW





 
O9 SOLUTIONS UK LIMITED
Registered number: 13165595

Balance sheet
As at 31 December 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 5 
58,810
4,838

  
58,810
4,838

Current assets
  

Debtors: amounts falling due within one year
 6 
1,228,488
105,789

Cash at bank and in hand
 7 
204,763
445

  
1,433,251
106,234

Creditors: amounts falling due within one year
 8 
(1,135,644)
(47,510)

Net current assets
  
 
 
297,607
 
 
58,724

Total assets less current liabilities
  
356,417
63,562

  

Net assets
  
356,417
63,562


Capital and reserves
  

Called up share capital 
  
1
1

Other reserves
 10 
162,660
7,144

Profit and loss account
 10 
193,756
56,417

  
356,417
63,562


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the Profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 February 2024.




S. De Barse
Director

The notes on pages 2 to 9 form part of these financial statements.

Page 1

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

1.


General information

o9 Solutions UK Limited is a private limited company incorporated in the United Kingdom and registered in England and Wales. The company's registered office is 5 Fleet Place, London, EC4M 7RD.
The principal activity of the company during the year was the provision of sales and IT support services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Directors consider the going concern basis to be appropriate as o9 Solutions, Inc., the ultimate parent company, has confirmed that it will provide the company with whatever financial support that may be necessary in order to enable the company to meet its liabilities and commitments as they fall due for the forseeable future as required. 

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 2

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

2.Accounting policies (continued)

 
2.4

Turnover

Turnover represents fees receivable for sales and IT support services provided during the year. Turnover is recognised when the services have been provided and is measured at a mark-up on costs in line with the Support Agreement. 

 
2.5

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 3

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures & fittings
-
14%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 4

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

2.Accounting policies (continued)

 
2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 5

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

2.Accounting policies (continued)


2.10
Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.11

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Page 6

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying 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 those estimates.
Share based payments
In determining the fair value of equity-settled share-based payments and the related charge to the Profit and loss account, the Company makes assumptions about future events and market conditions. Where relevant, the fair value is determined by using the Black-Scholes valuation model.


4.


Employees

The average monthly number of employees, including directors, during the year was 35 (2021 - 13).


5.


Tangible fixed assets





Fixtures & fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2022
-
5,041
5,041


Additions
20,859
48,550
69,409



At 31 December 2022

20,859
53,591
74,450



Depreciation


At 1 January 2022
-
203
203


Charge for the year
1,178
14,259
15,437



At 31 December 2022

1,178
14,462
15,640



Net book value



At 31 December 2022
19,681
39,129
58,810



At 31 December 2021
-
4,838
4,838

Page 7

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

6.


Debtors

2022
2021
£
£


Amounts owed by group undertakings
1,080,457
96,053

Other debtors
121,031
9,736

Prepayments and accrued income
27,000
-

1,228,488
105,789



7.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
204,763
445

204,763
445



8.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
16,556
-

Corporation tax
58,417
13,420

Other taxation and social security
184,174
-

Other creditors
13,613
293

Accruals and deferred income
862,884
33,797

1,135,644
47,510



9.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



10,000 (2021 - 10,000) Ordinary shares of £0.00010 each
1
1


Page 8

 
O9 SOLUTIONS UK LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2022

10.


Reserves

Other reserves

The share based payment reserve consists of shares acquired in the parent company. Shares are issued to employees as they exercise their options under the share based payment scheme. 


11.


Share-based payments

The group has established an equity share option scheme for its employees. The options were granted with a fixed exercise price and are exercisable only to the extent that they have vested over the period as specified in the agreement. The fair value of the share options granted during the year is determinted using the Black-Scholes model. 


12.


Related party transactions

The Company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed the transactions with other group members, which are wholly owned subsidiaries.


13.


Consolidating parent undertaking

The parent undertaking of the smallest group of which o9 Solutions UK Limited is a member and consolidated accounts are prepared for is o9 Solutions, Inc. Their registered office address is 1501 Lyndon B. Johnson Freeway, Suite 140, Dallas, Texas 75234. 


14.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2022 was unqualified.

The audit report was signed on 15 February 2024 by Hannah Clegg (Senior statutory auditor) on behalf of Sayers Butterworth LLP.

 
Page 9