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Registered number: 07912886









ARTHUR ONLINE LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2022

 
ARTHUR ONLINE LIMITED
REGISTERED NUMBER: 07912886

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

As restated
2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 4 
4,406,506
4,018,149

Tangible assets
 5 
44,565
41,427

Investments
 6 
94,879
-

  
4,545,950
4,059,576

Current assets
  

Debtors: amounts falling due after more than one year
 7 
33,488
33,488

Debtors: amounts falling due within one year
 7 
296,124
246,387

Cash at bank and in hand
 8 
267,932
806,956

  
597,544
1,086,831

Creditors: amounts falling due within one year
 9 
(1,662,170)
(1,120,929)

Net current liabilities
  
 
 
(1,064,626)
 
 
(34,098)

Total assets less current liabilities
  
3,481,324
4,025,478

Provisions for liabilities
  

Deferred tax
  
(7,191)
-

  
 
 
(7,191)
 
 
-

Net assets
  
3,474,133
4,025,478


Capital and reserves
  

Called up share capital 
  
179
179

Share premium account
  
6,539,469
6,539,469

Other reserves
  
1,600,000
-

Profit and loss account
  
(4,665,515)
(2,514,170)

  
3,474,133
4,025,478


Page 1

 
ARTHUR ONLINE LIMITED
REGISTERED NUMBER: 07912886
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2022

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 statement of comprehensive income 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 by: 




A Berkley
Director

Date: 10 April 2024

The notes on pages 3 to 14 form part of these financial statements.

Page 2

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Arthur Online Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is International House, 36-38 Cornhill, London, England, EC3V 3NG.
The principal activity of the company is that of support services to property management companies.

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 following principal accounting policies have been applied:

 
2.2

Going concern

The Company financial statements show a loss for the year before tax of £2,144,154 (2021: £1,503,200) and net assets of £3,474,133 (2021: £4,025,478).
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
The company has obtained a letter of financial support from its parent for a period of at least 12 months from the date of approval of these financial statements.

 
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 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 3

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Revenue

The Company derives its revenue primarily through fees from subscription agreements with customers that are mostly monthly in term, payable in advance. Subscription revenues are recognised ratably over the contract terms beginning on the commencement date of each contract. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

 
2.5

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.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

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 Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 4

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a useful economic life of five years.

Page 5

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.12

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.

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 and fittings
-
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.

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 6

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.17

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties.
(i) Financial assets
Basic financial assets, including trade & other debtors, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from other third parties, 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 receipts discounted at a market rate of interest.
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. Creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Page 7

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.17
Financial instruments (continued)


Fair value models assume that the effective rate of interest to be used for valuing fair value is that rate at which the company can obtain external finance.


3.


Employees

The average monthly number of employees, including directors, during the year was 44 (2021 - 43).


4.


Intangible assets




Development expenditure
Goodwill
Total

£
£
£



Cost


At 1 January 2022 (as previously stated)
2,585,108
-
2,585,108


Prior Year Adjustment
-
2,440,167
2,440,167


At 1 January 2022 (as restated)
2,585,108
2,440,167
5,025,275


Additions
1,681,862
-
1,681,862



At 31 December 2022

4,266,970
2,440,167
6,707,137



Amortisation


At 1 January 2022 (as previously stated)
884,783
-
884,783


Prior Year Adjustment
-
122,343
122,343


At 1 January 2022 (as restated)
884,783
122,343
1,007,126


Charge for the year on owned assets
709,965
244,017
953,982


Impairment charge
-
339,523
339,523



At 31 December 2022

1,594,748
705,883
2,300,631



Net book value



At 31 December 2022
2,672,222
1,734,284
4,406,506



At 31 December 2021 (as restated)
1,700,325
2,317,824
4,018,149

Page 8

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
           4.Intangible assets (continued)

On 2 July 2021 Arthur Online Limited purchased the entire share capital of Curo Software Limited and Rentpro Limited for a consideration of £2,440,167. Curo Software Limited was subsequently sold and Rentpro entered into liquidation in 2023. This amount was transferred to goodwill.




5.


Tangible fixed assets





Fixtures and fittings

£



Cost


At 1 January 2022
96,917


Additions
30,432



At 31 December 2022

127,349



Depreciation


At 1 January 2022
55,490


Charge for the year on owned assets
27,294



At 31 December 2022

82,784



Net book value



At 31 December 2022
44,565



At 31 December 2021
41,427

Page 9

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2022 (as previously stated)
2,620,167


Prior Year Adjustment

(2,620,167)


At 1 January 2022 (as restated)
-


Additions
94,879



At 31 December 2022
94,879




Page 10

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

7.


Debtors

2022
2021
£
£

Due after more than one year

Other debtors
33,488
33,488


2022
2021
£
£

Due within one year

Trade debtors
82,204
70,742

Amounts owed by group undertakings
150,000
-

Other debtors
10,081
111,388

Prepayments and accrued income
53,839
64,257

296,124
246,387



8.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
267,932
806,956

Less: bank overdrafts
(5)
-

267,927
806,956



9.


Creditors: Amounts falling due within one year

As restated
2022
2021
£
£

Bank overdrafts
5
-

Trade creditors
62,713
103,290

Amounts owed to group undertakings
976,516
-

Other taxation and social security
147,072
127,831

Other creditors
238,379
416,331

Accruals and deferred income
237,485
473,477

1,662,170
1,120,929


Page 11

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Deferred taxation




2022


£






Charged to profit or loss
(7,191)



At end of year
(7,191)

The deferred taxation balance is made up as follows:

2022
2021
£
£


Accelerated capital allowances
(7,191)
-

(7,191)
-

Page 12

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

11.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1,790,765 (2021 - 1,790,765) Ordinary shares of £- each
179
179



12.


Reserves

Share premium account

Included in the share premium account are all amounts paid for shares above their nominal value.

Other reserves

Included in the other reserves are all the capital injections made by the parent company.

Profit and loss account

The profit and loss account, represents the Company's cumulative profits net of dividends. This reserve is distributable.


13.


Prior year adjustment

The comparative information in these financial statements has been restated from the figures previously reported in the prior year financial statements to reflect the following adjustments:
 
The removal of the contingent consideration of £180,000 in relation to the acquisition of two subsidiaries made in 2021.
The reclassification of the investment in the two subsidiaries into goodwill of £2,440,167.
The subsequent amortisation of goodwill of £122,343.
 
These adjustments have decreased the previously reported net assets as at 31 December 2021 and increased the previously reported loss for the 13 months thereto by £122,343.


14.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £15,802 (2021: £15,046) were payable to the fund at the balance sheet date and are included in creditors.

Page 13

 
ARTHUR ONLINE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Related party transactions

Included within creditors is a balance of £81,197 (2021: £Nil) owed to a company controlled by the group.
Included within administration expenses are purchases of £174,076 (2021: £Nil) from a company controlled by the group.
Where possible the company has taken advantage of the exemption conferred by section 33.1A of FRS 102 from the requirement to disclose transactions with other wholly owned group undertakings.


16.


Controlling party

The immediate parent undertaking is Aareon Accelerate Ltd. 
The ultimate parent company is Aareal Bank AG, a company incorporated in Germany.


17.


Auditors' information

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

The audit report was signed on 10 April 2024 by Nick Bishop ACA (Senior statutory auditor) on behalf of BKL Audit LLP.

 
Page 14