Registration number:
Organise Platform HQ Ltd
for the Year Ended 31 March 2025
Organise Platform HQ Ltd
Contents
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Company Information |
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Balance Sheet |
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Notes to the Unaudited Financial Statements |
Organise Platform HQ Ltd
Company Information
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Directors |
N Whalley R Hay K Helioui |
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Registered office |
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Organise Platform HQ Ltd
(Registration number: 10679316)
Balance Sheet as at 31 March 2025
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Note |
2025 |
(As restated) |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
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( |
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Net current (liabilities)/assets |
( |
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Net (liabilities)/assets |
( |
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Capital and reserves |
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Called up share capital |
203 |
203 |
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Share premium reserve |
3,099,853 |
3,099,853 |
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Other reserves |
102,489 |
72,889 |
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Profit and loss account |
(3,215,269) |
(2,767,101) |
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Total equity |
(12,724) |
405,844 |
For the financial year ending 31 March 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
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The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts. |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
Organise Platform HQ Ltd
(Registration number: 10679316)
Balance Sheet as at 31 March 2025
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Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England.
The address of its registered office is:
England
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
The financial statements have been prepared on a going concern basis. At 31 March 2025, the Company was loss making and had net liabilities. The directors have confirmed that in their opinion the Company will be able to meet its liabilities as they fall due for the foreseeable future (being a period not less than twelve months).
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 taxable income.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and machinery |
33% Straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Trademarks |
10% straight line |
Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
The cost and corresponding increase in equity in respect of equity-settled share-based payment transactions with employees are measured by reference to the fair value of equity instruments issued at the date of grant. Amounts are expensed on a straight line basis over the vesting period based on the estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions. The cost and fair value of the liability incurred in respect of cash-settled transactions is measured using an appropriate option pricing model with changes in fair value recognised in profit or loss for the period.
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Prior period restatement |
During the year ended 31 March 2023, management fees of £45,903 were incurred which were omitted from the prior year's financial statements. The prior year comparatives have now been restated to record these additional costs, and as a consequence the loss before tax for the year ending 31 March 2024 has increased to £842,476 (originally £796,573).
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Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
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Intangible assets |
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Trademarks, patents and licenses |
Total |
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Cost or valuation |
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At 1 April 2024 |
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At 31 March 2025 |
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Amortisation |
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At 1 April 2024 |
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Amortisation charge |
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At 31 March 2025 |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
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Tangible assets |
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Furniture, fittings and equipment |
Other tangible assets |
Total |
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Cost or valuation |
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At 1 April 2024 |
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Disposals |
( |
( |
( |
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At 31 March 2025 |
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Depreciation |
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At 1 April 2024 |
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Charge for the year |
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- |
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Eliminated on disposal |
( |
( |
( |
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At 31 March 2025 |
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Carrying amount |
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At 31 March 2025 |
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- |
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At 31 March 2024 |
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Investments |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 April 2024 |
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Provision |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
2024 |
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Subsidiary undertakings |
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1209 Orange Street, Wilmington, New Castle, Delaware, 19801 USA |
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Debtors |
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Note |
2025 |
(As restated) |
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Trade debtors |
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Amounts owed by related parties |
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Other debtors |
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Prepayments |
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Income tax asset |
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Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
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Creditors |
Creditors: amounts falling due within one year
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Note |
2025 |
2024 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Social security and other taxes |
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Outstanding defined contribution pension costs |
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Loans and borrowings |
Current loans and borrowings
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2025 |
2024 |
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Convertible debt |
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Other borrowings |
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During the year the Company issued further convertible loan notes totalling £10,002 (2024: £329,200), bringing the total in issue to £339,202. Under the terms of the convertible notes, cash advanced by investors converts into shares on the earlier of the next qualified financing or on a change of control. No interest is accruing on these notes.
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
£ |
No. |
£ |
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203.13 |
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203.13 |
Organise Platform HQ Ltd
Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025
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Share-based payments |
The Company has a share option scheme for certain employees. As at 31 March 2025, the total number of employees of the Company that share options have been granted to is 14 (2024: 12), and the total number of options granted available for exercise is 3,211 (2024: 3,386). In certain circumstances the options may lapse if the relevant individual ceases to be an employee of the Company.
Options are generally exercisable at a price equal to the estimated fair value of the Company's shares on the date of grant.
The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.
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Other reserves |
Other reserves represents the cumulative amounts charged to profit in respect of employee share option arrangements that have not yet been settled by awarding shares to individuals, and its purpose is to ensure that the financial statements accurately reflect the impact of share-based compensation on the company's equity. Once employee share option arrangements are settled via the allotment of shares, the cumulative amounts charged to profit in respect of these shares is transferred to retained earnings.
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Control |
The controlling party is N Whalley.