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Company registration number: 12270103







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024


APPARATUS LONDON LTD.






































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APPARATUS LONDON LTD.
 


 
COMPANY INFORMATION


Directors
R L Allstadt 
J R Anderson 
T E Carroll 
G Hendifar 




Registered number
12270103



Registered office
27 Old Gloucester Street

London

WC1N 3AX




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


APPARATUS LONDON LTD.
 



CONTENTS



Page
Statement of Financial Position
1 - 2
Notes to the Financial Statements
3 - 9


 


APPARATUS LONDON LTD.
REGISTERED NUMBER:12270103



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
2,844,602
3,355,576

  
2,844,602
3,355,576

Current assets
  

Debtors: amounts falling due after more than one year
 6 
104,986
179,986

Debtors: amounts falling due within one year
 6 
286,217
90,212

Cash at bank and in hand
  
126,090
293,296

  
517,293
563,494

Creditors: amounts falling due within one year
 7 
(1,775,371)
(793,642)

Net current liabilities
  
 
 
(1,258,078)
 
 
(230,148)

Total assets less current liabilities
  
1,586,524
3,125,428

Creditors: amounts falling due after more than one year
 8 
(3,254,907)
(5,129,817)

Provisions for liabilities
  

Other provisions
 10 
(210,000)
(210,000)

  
 
 
(210,000)
 
 
(210,000)

Net liabilities
  
(1,878,383)
(2,214,389)


Capital and reserves
  

Allotted, called up and fully paid share capital
  
1
1

Profit and loss account
  
(1,878,384)
(2,214,390)

  
(1,878,383)
(2,214,389)


Page 1

 


APPARATUS LONDON LTD.
REGISTERED NUMBER:12270103


    
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: 

 

R L Allstadt
Director

Date: 8 May 2025

The notes on pages 3 to 9 form part of these financial statements.
Page 2

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

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

 
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 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.

 
2.3

Foreign currency translation

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'.

Page 3

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

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.

 
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

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.

 
2.7

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; 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.

Page 4

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

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.

 
2.9

Financial instruments

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.

  
2.10

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 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.
Page 5

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements and key sources of estimation uncertainty

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.


4.


Employees

The average monthly number of employees, including directors, during the year was 8 (2023 - 7).


5.


Tangible fixed assets





Leasehold improvements
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost


At 1 January 2023
3,588,468
94,762
5,553
3,688,783


Additions
10,000
-
-
10,000



At 31 December 2024

3,598,468
94,762
5,553
3,698,783



Depreciation


At 1 January 2024
281,057
50,916
1,234
333,207


Charge for the year
475,277
43,846
1,851
520,974



At 31 December 2024

756,334
94,762
3,085
854,181



Net book value



At 31 December 2024
2,842,134
-
2,468
2,844,602



At 31 December 2023
3,307,411
43,846
4,319
3,355,576

Page 6

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
104,986
179,986

104,986
179,986


2024
2023
£
£

Due within one year

VAT repayable
-
4,474

Prepayments and accrued income
85,976
85,738

Deferred taxation
200,241
-

286,217
90,212



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank overdrafts
1,190
2,767

Trade creditors
23,075
12,609

Amounts owed to group undertakings
666,561
-

Other taxation and social security
44,147
-

Other creditors
970,419
608,355

Accruals and deferred income
69,979
169,911

1,775,371
793,642


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.

Page 7

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
3,024,699
4,862,317

Accruals and deferred income
230,208
267,500

3,254,907
5,129,817


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.


9.


Deferred taxation




2024


£






Charged to profit or loss
200,241



At end of year
200,241

The deferred tax asset is made up as follows:

2024
2023
£
£


Fixed asset timing differences
(405,624)
-

Losses and other deductions
605,865
-

200,241
-


10.


Provisions




Dilapidations provision

£





At 1 January 2024
210,000



At 31 December 2024
210,000

Page 8

 


APPARATUS LONDON LTD.
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1



12.


Ultimate controlling party

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. 

13.


Auditor's information

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.
 
Page 9