Company registration number: 12270103
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FOR THE YEAR ENDED
31 DECEMBER 2024
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Statement of Financial Position
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Notes to the Financial Statements
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APPARATUS LONDON LTD.
REGISTERED NUMBER:12270103
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Allotted, called up and fully paid share capital
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APPARATUS LONDON LTD.
REGISTERED NUMBER:12270103
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
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 income and retained earnings 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:
The notes on pages 3 to 9 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Apparatus London Ltd. is a private company limited by shares and incorporated in England and Wales. The address of the registered office is disclosed on the Company Information page. The address of its principal place of business is No.7 Mount Street, London, W1K 3EH.
2.Accounting policies
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Basis of preparation of financial statements
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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:
The Company made a profit before tax of £135,765 (2023 - loss of £1,463,101) in the year and has net current liabilities of £1,258,078 (2023 net current liabilities - £230,148) at the year end and net liabilities of £1,878,383 (2023 - £2,214,389). Within creditors due after more than one year is a balance of £3,024,699 (2023 - £4,862,317) which Apparatus London Ltd owes to the ultimate parent undertaking, Apparatus Holdings LLC.
The ultimate parent undertaking, Apparatus Holdings LLC, has confirmed that they will not recall the long term creditor due and will provide additional support should the Company require it to ensure it is able to meet its liabilities as they fall due.
As a result, the directors have a reasonable expectation that the Company will continue to have adequate resources to remain in operational existence for the foreseeable future and also for a period of more than one year from the date of approval of these accounts. In addition to this, continued support will be available from the shareholders for the foreseeable future. Therefore, the going concern assumption has been applied in preparing these financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP. Monetary amounts are rounded to the nearest £.
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 Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue from the sale of goods is recognised upon shipping as this is when the risks and rewards of ownership are transferred to the customer.
Revenue for services provided is recongised in the period to which it relates.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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.
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Current and deferred taxation
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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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Provisions for liabilities
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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.
The Company only enters into basic financial instrument 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, loans to related parties and investments in ordinary shares.
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 using the straight-line method:
∙Computer equipment - 3 years
∙Furniture and fixtures - 3 years
∙Leasehold improvements - 7-8 years
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key source of estimation uncertainty
Dilapidation provision
A key area of judgement is in relation to provisions for dilapidations. The directors have considered the estimated potential costs to be incurred at the end of the premises lease and the likelihood of a provision arising.The provision is based upon costs incurred to remove the alterations made to the premises when the lease was acquired and this is believed to represent a fair estimate of the cost likely to arise.
Deferred tax
The directors are also required to make an estimation over the amount of deferred tax losses to be recognised as a deferred tax assset based upon the expectation that the company will recover these tax losses. At 31 December 2024, there is certainty over their recovery now that the company is trading and making profit, and so a deferred tax asset of £200,241 (2023 - £NIL) has been recognised in the current year.
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The average monthly number of employees, including directors, during the year was 8 (2023 - 7).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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As of 27 June 2023, HSBC UK Bank PLC have secured a fixed charge over cash deposits. As at 31 December 2024 the fixed charge covers an amount of £970,419 (2023 - £608,355) in relation to cash deposits. Interest is charged at a rate of 3% per year above the Bank of England base rate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Accruals and deferred income
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The amounts owed to group undertakings of £3,024,699 (2023 - £4,862,317) is due for repayment by 22 April 2026. Included within this amount is cumulative interest owed to group undertakings of £278,708 (2023 - £153,937) also due for repayment by 22 April 2026. Interest is accruing at the mid-term federal rate promulgated by the US Internal Revenue Service.
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Losses and other deductions
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00
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Ultimate controlling party
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The Group and the Company's ultimate controlling entity is Apparatus Holdings LLC, a Domestic Liability Company incorporated in the United States of America. Their registered office is Apparatus, 123 West 30th Street, 4th Floor, NYC, 10001, United States.
The results of Apparatus London Ltd are included within the consolidated accounts of Apparatus Holdings LLC which is the largest and smallest group in which the results of the company are consolidated: however the group accounts are not publicly available.
There is no one ultimate controlling party.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 8 May 2025 by Caroline Milton FCA (Senior Statutory Auditor) on behalf of Menzies LLP.
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