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Registered number: 09984224 (England and Wales)
ASAPP LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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COMPANY INFORMATION
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ZEDRA Audit & Assurance (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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ASAPP LIMITED
REGISTERED NUMBER:09984224
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BALANCE SHEET
AS AT 31 JANUARY 2026
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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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Capital contribution reserve
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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 Comprehensive Income in accorance 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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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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Capital contribution reserve
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Comprehensive income for the year
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Comprehensive income for the year
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
Due to the Company's primary business model being a transfer pricing agreement with the parent company, ASAPP, Inc., it is reliant on the continued support of the company in order to remain a going concern. In preparing these financial statements, the directors have considered the financial postion and performance of the parent company, ASAPP, Inc., as they provide the required financing for the Company to continue in operation. They have concluded that adequate resources and the intention to support the subsidiary exist for the Company to continue preparing its financial statements on the going concern basis.
The Company has received written confirmation from it's parent company that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Intercompany revenue is recognised on a cost plus 11.8% basis, in line with the intercompany service agreement with the parent company. Intercompany revenue is recognised when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the intercompany service agreement; and
∙the costs incurred under the intercompany service agreement can be measured reliably.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
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.
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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.
Certain employees of the Company are entitled to participate in the group-wide share option plan of ASAPP, Inc. Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the share options granted is determined by the Black-Scholes option pricing model on the date of grant. This valuation model requires assumptions and judgements to be made about the variables used, including the value of the common shares of ASAPP, Inc., expected life, volatility, risk-free interest rate, dividend yield and estimated future forfeitures of unvested award.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.Accounting policies (continued)
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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 balance sheet date in the countries where the Company operates and generates income.
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 so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are in relation to intercompany loans. No interest is charged on the loans, which are repayable on demand.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
1.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.
Short-term creditors are measured at the transaction price and subsequently measured at amortised cost.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Fair value of share options
The expense which is recorded in relation to the share based payment scheme is subject to estimation uncertainty. Management uses the Black-Scholes valuation model to calculate the fair value for the shares for which they must estimate a risk free rate, expected volatility and other key measures. This estimation uncertainty may give risk to material changes in these financial statements over time.
The auditors' report on the financial statements for the year ended 31 January 2026 was unqualified.
The audit report was signed on 30 October 2026 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
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The average monthly number of employees during the year was 2 (2025 - 3).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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ASAPP Services India Private Limited
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MG Road, 43, Residency Road, Bangalore, Karnataka 560025, India
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Absarokus Services SAU (Argentina)
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Soler 5730, Buenos Aires, Argentina
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Amounts owed by group undertakings
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Allotted, called up and fully paid
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1 (2025 - 1) Ordinary Shares share of £1.00
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Capital contribution reserve
Certain employees of the Company along with other group employees have been granted options over the shares in ASAPP, Inc., the Company's parent. The options are granted at an independently determined fair value and vest in line with the conditions in each employee's agreement. The options expire ten years after the date of grant and the employees are required to be an employee of the Company at the date they exercise any options.
ASAPP, Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is One World Trade Center, 80th Floor, New York, NY 10007.
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Post balance sheet events
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There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
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