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Registration number: 10679316

Organise Platform HQ Ltd

Unaudited Filleted Financial Statements

for the Year Ended 31 March 2025

 

Organise Platform HQ Ltd

Contents

Company Information

1

Balance Sheet

2 to 3

Notes to the Unaudited Financial Statements

4 to 11

 

Organise Platform HQ Ltd

Company Information

Directors

N Whalley

R Hay

K Helioui

Registered office

3rd Floor
86-90 Paul Street
London
EC2A 4NE

 

Organise Platform HQ Ltd

(Registration number: 10679316)
Balance Sheet as at 31 March 2025

Note

2025
£

(As restated)

2024
£

Fixed assets

 

Intangible assets

5

2,606

3,068

Tangible assets

6

326

5,267

Investments

7

7

7

 

2,939

8,342

Current assets

 

Debtors

8

77,089

200,667

Cash at bank and in hand

 

255,239

543,694

 

332,328

744,361

Creditors: Amounts falling due within one year

9

(347,991)

(346,859)

Net current (liabilities)/assets

 

(15,663)

397,502

Net (liabilities)/assets

 

(12,724)

405,844

Capital and reserves

 

Called up share capital

11

203

203

Share premium reserve

3,099,853

3,099,853

Other reserves

13

102,489

72,889

Profit and loss account

(3,215,269)

(2,767,101)

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:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

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 Board on 17 July 2025 and signed on its behalf by:
 

 

Organise Platform HQ Ltd

(Registration number: 10679316)
Balance Sheet as at 31 March 2025

.........................................
R Hay
Director

 

Organise Platform HQ Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
3rd Floor
86-90 Paul Street
London
EC2A 4NE
England

2

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

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

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:

Asset class

Depreciation method and rate

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:

Asset class

Amortisation method and rate

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.

3

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).

4

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 9 (2024 - 12).

5

Intangible assets

Trademarks, patents and licenses
 £

Total
£

Cost or valuation

At 1 April 2024

4,613

4,613

At 31 March 2025

4,613

4,613

Amortisation

At 1 April 2024

1,545

1,545

Amortisation charge

462

462

At 31 March 2025

2,007

2,007

Carrying amount

At 31 March 2025

2,606

2,606

At 31 March 2024

3,068

3,068

 

Organise Platform HQ Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025

6

Tangible assets

Furniture, fittings and equipment
 £

Other tangible assets
£

Total
£

Cost or valuation

At 1 April 2024

20,585

1,869

22,454

Disposals

(5,667)

(54)

(5,721)

At 31 March 2025

14,918

1,815

16,733

Depreciation

At 1 April 2024

15,318

1,869

17,187

Charge for the year

2,875

-

2,875

Eliminated on disposal

(3,601)

(54)

(3,655)

At 31 March 2025

14,592

1,815

16,407

Carrying amount

At 31 March 2025

326

-

326

At 31 March 2024

5,267

-

5,267

7

Investments

2025
£

2024
£

Investments in subsidiaries

7

7

Subsidiaries

£

Cost or valuation

At 1 April 2024

7

Provision

Carrying amount

At 31 March 2025

7

At 31 March 2024

7

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

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2025

2024

Subsidiary undertakings

Organize Co.

1209 Orange Street, Wilmington, New Castle, Delaware, 19801

USA

Ordinary shares

100%

100%

8

Debtors

Note

2025
£

(As restated)

2024
£

Trade debtors

 

10

1,760

Amounts owed by related parties

42,084

116,456

Other debtors

 

11,004

16,441

Prepayments

 

5,777

8,634

Income tax asset

18,214

57,376

 

77,089

200,667

 

Organise Platform HQ Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025

9

Creditors

Creditors: amounts falling due within one year

Note

2025
£

2024
£

Due within one year

 

Loans and borrowings

10

339,218

329,216

Trade creditors

 

4,831

12,121

Social security and other taxes

 

519

138

Outstanding defined contribution pension costs

 

3,423

5,384

 

347,991

346,859

10

Loans and borrowings

Current loans and borrowings

2025
£

2024
£

Convertible debt

339,202

329,200

Other borrowings

16

16

339,218

329,216

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.

11

Share capital

Allotted, called up and fully paid shares

 

2025

2024

 

No.

£

No.

£

Ordinary shares of £0.01 each

20,313

203.13

20,313

203.13

         
 

Organise Platform HQ Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 March 2025

12

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.

13

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.

14

Control

The controlling party is N Whalley.