Company registration number 10126828 (England and Wales)
OFFICE APP INTERNATIONAL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2022
PAGES FOR FILING WITH REGISTRAR
OFFICE APP INTERNATIONAL LIMITED
COMPANY INFORMATION
Directors
Mr C Garbarino
(Appointed 20 October 2021)
Mr G Gomer
(Appointed 20 October 2021)
Company number
10126828
Registered office
The Barn, Meadow Court
Faygate Lane
Faygate
Horsham
West Sussex
RH12 4SJ
Auditor
Anova
The Barn, Meadow Court
Faygate Lane
Faygate
Horsham
West Sussex
RH12 4SJ
OFFICE APP INTERNATIONAL LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
OFFICE APP INTERNATIONAL LIMITED
BALANCE SHEET
AS AT
30 APRIL 2022
30 April 2022
- 1 -
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
3,630,090
3,630,090
Current assets
Debtors
5
1,429,156
Cash at bank and in hand
3,556
1,432,712
Creditors: amounts falling due within one year
6
(116,677)
(35,909)
Net current (liabilities)/assets
(116,677)
1,396,803
Total assets less current liabilities
3,513,413
5,026,893
Creditors: amounts falling due after more than one year
7
(1,435,140)
Net assets
3,513,413
3,591,753
Capital and reserves
Called up share capital
9
167
176
Share premium account
3,599,945
3,599,945
Equity reserve
535
Profit and loss reserves
(86,699)
(8,903)
Total equity
3,513,413
3,591,753
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 13 January 2025 and are signed on its behalf by:
Mr C Garbarino
Director
Company registration number 10126828 (England and Wales)
OFFICE APP INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2022
- 2 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 30 April 2021:
Balance at 1 May 2020
167
3,599,945
(32,425)
3,567,687
Year ended 30 April 2021:
Profit and total comprehensive income
-
-
-
23,522
23,522
Issue of share capital
9
9
-
-
9
Issue of convertible loan
8
-
-
535
-
535
Balance at 30 April 2021
176
3,599,945
535
(8,903)
3,591,753
Year ended 30 April 2022:
Loss and total comprehensive income
-
-
-
(77,796)
(77,796)
Issue of convertible loan
8
-
-
(50)
-
(50)
Conversion of loan to shares
9
(485)
-
(485)
Reduction of shares
9
(9)
-
(9)
Balance at 30 April 2022
167
3,599,945
(86,699)
3,513,413
OFFICE APP INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2022
- 3 -
1
Accounting policies
Company information
Office App International Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Barn, Meadow Court, Faygate Lane, Faygate, Horsham, West Sussex, RH12 4SJ.
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.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Office App International Limited is a wholly owned subsidiary of HqO UK Limited and the results of Office App International Limited are included in the consolidated financial statements of HqO Inc, the ultimate parent company, which are available from the company's registered office.
1.2
Prior period error
The comparative figures for the year ended 30 April 2021 have been re-stated to correct an error identified. Creditors has been increased by £33,569 to include an amount owed by the Company's subsidiary, Office App B.V., this was previously included in debtors.
1.3
Going concern
At the balance sheet date, following a net loss of £77,796, there were net assets of £3,513,413 (2021 - £3,591,753). The company has continued to trade at a loss in the period since the balance sheet date and relies on the support of its ultimate parent company, HqO Inc.
HqO Inc, the ultimate parent company, has confirmed in a letter of support that it will provide such necessary financial support to enable the company to meet its debts as they fall due, for at least 12 months from the date of this report.
The ultimate parent company's audited financial statements for the year ended 31 December 2022 include a note about its recurring losses since inception and its own significant accumulated deficit as at that date. The ultimate parent company's audit report references this and states the condition raises substantial doubt about the parent company's ability to continue as a Going Concern.
Due to successful debt and equity raisings, the ultimate parent company did have significant cash reserves at 31 December 2022 and has raised further funds since that date. Additionally, the US group, of which the company is a wholly owned subsidiary, are forecasting it will become profitable and cash positive in the future. The ultimate parent company will have sufficient resources to support the company and group for a year from the date of signing these accounts.
Based on the US group's profit projections and on the assumption that the support of its ultimate parent company will be ongoing, the directors believe that Office App International Limited has sufficient resources to continue in operational existence for the foreseeable future and that it is appropriate to adopt the going concern basis in preparing the company's financial statements.
OFFICE APP INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2022
1
Accounting policies
(Continued)
- 4 -
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
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.
1.6
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.
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.
OFFICE APP INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2022
1
Accounting policies
(Continued)
- 5 -
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.
1.7
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.8
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.
1.9
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.
1.10
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.
OFFICE APP INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2022
- 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
4
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
3,630,090
3,630,090
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,429,147
Other debtors
9
1,429,156
6
Creditors: amounts falling due within one year
2022
2021
£
£
Amounts owed to group undertakings
109,177
33,569
Accruals and deferred income
7,500
2,340
116,677
35,909
OFFICE APP INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2022
- 7 -
7
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Convertible loans
8
1,435,140
8
Convertible loan notes
2022
2021
£
£
Liability component of convertible loan notes
-
1,435,140
The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.
The effective rate of interest is 6%.
The equity component of the convertible loan notes has been credited to the equity reserve.
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 0.01p each
1,068,695
1,159,065
107
116
Ordinary B of 0.01p each
15,657
15,657
2
2
Series A Preference of 0.01p each
582,353
582,353
58
58
1,666,705
1,757,075
167
176
At the balance sheet date, there were 3,247 Ordinary B Treasury shares.
10
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 qualified and the auditor reported as follows:
OFFICE APP INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2022
10
Audit report information
(Continued)
- 8 -
We were engaged to audit the financial statements of Office App International Limited (the 'company') for the year ended 30 April 2022 which comprise , the balance sheet, the statement of changes in equity and notes to the financial statements, including 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).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
The company owns shares in a subsidiary Office App B.V. registered in the Netherlands. As shown in note 4 to the financial statements, the value of the subsidiary is £3,630,090, which the directors support. There was insufficient audit evidence available to us during our audit to confirm that the cost of this investment is not materially impaired and the company has not been able to provide corroboratory evidence to support their assessment that no material impairment is required. We were unable to confirm or verify the assessment by alternative means. As a result of this matter, the scope of our work has been limited and we are unable to form an opinion whether the financial statements are free from any material misstatement.
Senior Statutory Auditor:
Matthew Cleghorn FCA BSc (Hons)
Statutory Auditor:
Anova
Date of audit report:
15 January 2025
11
Parent company
Office App International Limited is a wholly owned subsidiary of HqO UK Limited. Their registered office is C/O Birketts Llp One London Wall, Barbican, London, England, EC2Y 5EA.
The ultimate controlling party is HqO Inc, a company incorporated in Delaware, USA. Their registered address is 38 Chauncy Street, Floor 12. Boston, MA 02111, USA. HqO Inc is the parent of the smallest and largest group of which the company is a member and for which group financial statements are drawn up. Consolidated accounts can be obtained from the HqO Inc registered address.
12
Prior period adjustment
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
2021
£
Total adjustments
-
Profit as previously reported
23,522
Profit as adjusted
23,522
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