Company registration number 09927146 (England and Wales)
PAYAPPS.COM (UK) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PAYAPPS.COM (UK) LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 11
PAYAPPS.COM (UK) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
379,372
22,903
Investments
5
10,500,000
10,879,372
22,903
Current assets
Debtors
7
711,285
272,483
Cash at bank and in hand
2,818,793
1,337,062
3,530,078
1,609,545
Creditors: amounts falling due within one year
8
(6,010,239)
(2,861,644)
Net current liabilities
(2,480,161)
(1,252,099)
Total assets less current liabilities
8,399,211
(1,229,196)
Creditors: amounts falling due after more than one year
9
(9,877,797)
(1,256,596)
Net liabilities
(1,478,586)
(2,485,792)
Capital and reserves
Called up share capital
11
2,098,686
1
Other reserves
172,180
41,829
Profit and loss reserves
(3,749,452)
(2,527,622)
Total equity
(1,478,586)
(2,485,792)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 23 September 2024 and are signed on its behalf by:
S Stemkowski
Director
Company Registration No. 09927146
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
PayApps.com (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Keel House, Garth Heads, Newcastle Upon Tyne, NE1 2JE.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The Directors are required to prepare financial statements on the going concern basis unless it istrue inappropriate to presume that the Company will continue in business. At the balance sheet date the Company had net liabilities of £1,478,586. Furthermore, the Company has reported a loss for the year of £1,221,830. Included in current liabilities is £3,793,500 owed to group undertakings.
The Directors have undertaken a review of the trading forecast for a period of 12 months from the date of approval of these financial statements. The Directors have also considered the funds available to the company and the ability to meet liabilities as they fall due.
Having taken into consideration all relevant information, the Directors have determined that with the continued support from the Company’s ultimate controlling party, Autodesk, Inc, the Directors have a reasonable expectation that Company will be able to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is earned primarily from the rendering of subscription services allowing customers to access the UK payapps.com platform software via a Software as a Service model. All turnover is stated net of the amount of value added tax.
Turnover in relation to subscription services is recognised when the following conditions have been satisfied:
The amount of turnover can be measured reliably;
The service has been provided to the customer;
It is probable that the economic benefits associated with the transaction will flow to the entity; and
The stage of completion of the transaction can be measured reliably.
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold Property
Over the term of the lease
Fixtures and fittings
20% Straight Line
Computers
20-33% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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.
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities
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
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.
1.9
Equity instruments
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.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.12
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, the profit and loss account is charged with the fair value of goods and services received.
National insurance contributions (‘NICs’) on share options
To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any NICs has been made based on the prevailing rate of NI using the share price at the balance sheet date. The provision is accrued over the performance period attached to the award, with any post vesting movement in value recognised in that year.
1.13
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.15
Exceptional items are unusual or non-recurring in nature and are recognised as incurred.
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2
Judgements 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 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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Share based payments
The directors must ensure they are accounting for share based payments under the principles of FRS102.
Deferred income
Due to the nature of the entities operations there are elements of their income which are deferred. Directors need to ensure that income is only being recognised when their services have been rendered.
Impairment of investment in subsidiaries
Management consider whether investments in subsidiaries are impaired on an annual basis. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash-generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
21
17
4
Tangible fixed assets
Leasehold Property
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
4,748
46,184
50,932
Additions
305,137
45,639
29,361
380,137
At 31 December 2023
305,137
50,387
75,545
431,069
Depreciation and impairment
At 1 January 2023
4,748
23,281
28,029
Depreciation charged in the year
10,171
13,497
23,668
At 31 December 2023
10,171
4,748
36,778
51,697
Carrying amount
At 31 December 2023
294,966
45,639
38,767
379,372
At 31 December 2022
22,903
22,903
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
10,500,000
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
-
Additions
10,500,000
At 31 December 2023
10,500,000
Carrying amount
At 31 December 2023
10,500,000
At 31 December 2022
-
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Webcontractor Holdings Ltd
Keel House, Garth Heads, Newcastle Upon Tyne, England, NE1 2JE
Ordinary
100.00
-
Webcontractor Ltd
Keel House, Garth Heads, Newcastle Upon Tyne, England, NE1 2JE
Ordinary
-
100.00
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
557,006
167,902
Other debtors
62,418
25,136
Prepayments and accrued income
91,861
66,066
711,285
259,104
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Debtors
(Continued)
- 9 -
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
13,379
Total debtors
711,285
272,483
8
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
393,750
Obligations under finance leases
48,529
Trade creditors
14,934
8,204
Amounts owed to group undertakings
3,793,500
2,098,686
Taxation and social security
106,199
132,422
Accruals and deferred income
1,653,327
622,332
6,010,239
2,861,644
Bank loan facility is secured by a fixed and floating charge on the companies assets.
Subsequent of the year end this charge was satisfied on 2 March 2024.
9
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans
9,631,050
Obligations under finance leases
246,747
Amounts owed to group undertakings
1,256,596
9,877,797
1,256,596
Bank loan facility is secured by a fixed and floating charge on the companies assets.
Subsequent of the year end this charge was satisfied on 2 March 2024.
Included in bank loans, capitalised borrowing costs of £475,200 have been offset against the liability.
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
10
Share-based payment transactions
The parent company has established a share option plan and employees across the group are offered options as an incentive as part of their remuneration.
In the parent company the measurement and recognition guidance given in IFRS 2 is applied. The options are valued using the Black-Scholes model with various assumptions around share price at grant rate, risk-free interest rate, volatility rate and dividend yield. The fair value of the option is then adjusted for the probability of vesting, which is subject to a change of control event taking place and the employee remaining employed at that time.
The fair value is then recognised over the vesting period and the expense is recognised in the entity in which the option holders are employed.
In accordance with FRS 102 the directors have reviewed the allocation of the group expense to the company and consider it to be reasonable and have included the following share based payments as part of staff remuneration in the year.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £130,350 (2022 - £24,035) which related to equity settled share based payment transactions.
The company did not enter into any share-based payment transactions with parties other than employees during the current or previous periods.
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £0.00001 each
209,868,600,001
1
2,098,686
1
12
Pension commitments
The Company operates a defined contribution retirement benefit scheme for all qualifying employees. The assets of the schemes are held separately from those of the Company in an independently administered fund.
As at 31 December 2023, contributions of £22,130 (2022 - £17,054) due in respect of the current reporting period had not been paid over to the schemes.
13
Other reserves
Other reserves represents the fair value of equity share based payments.
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Lewis Cross
Statutory Auditor:
Azets Audit Services
PAYAPPS.COM (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
15
Related party transactions
Included in amounts owed to group undertakings are balances owed to Payapps Limited of £2,870,139 (2022 - £2,986,386), Payapps Pty Ltd of £914,194 (2022 - £344,359) and Webcontractor Holdings Ltd of £9,167 (2022 - nil).
16
Ultimate controlling party
The parent company and ultimate controlling party is Autodesk, Inc a company registered in the United States at The Landmark @ One Market, Ste. 400, San Francisco, CA 94105.
17
Events after the reporting date
Merger agreement with Autodesk Australia Pty Ltd
On 24 January, 2024, the Ultimate Parent Company ('Payapps Limited') of the Company entered into an Agreement and Plan of Merger for the Payapps Group, including the Company to be acquired by Autodesk Australia Pty Ltd. On 20 February 2024, the acquisition was completed.
CIBC Facility
Pursuant to the Merger Agreement on 20 February, 2024 the CIBC debt facility was repaid in full totaling £11,267,087 inclusive of early repayment and termination fees and all security held as of this date released.
Restructuring following acquisition
On 1 June, 2024, the Company released WebContractor Holdings Ltd of its £308,253 payable as at that date (including any accrued but unpaid interest) due from WebContractor Holdings Ltd in exchange for WebContractor Holdings Ltd issuing 2 ordinary shares with the remaining value being allocated to share premium, thereby resulting in the complete extinguishment of the intercompany balance.
Effective 1 June, 2024, pursuant to a share purchase agreement, Payapps Limited sold all of the beneficial and economic ownership rights with respect to all of the issued and outstanding shares of the Company to Autodesk Australia Pty Ltd.
Effective 1 June, 2024, pursuant to a share purchase agreement, Autodesk Australia Pty Ltd transferred all of the beneficial and economic ownership rights with respect to all of the issued and outstanding shares of the Company to Autodesk Inc. (US).
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.
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