Company Registration No. 10393204 (England and Wales)
OTRO Club Limited
Unaudited Financial Statements
For The Year Ended 30 November 2019
Pages For Filing With Registrar
OTRO Club Limited
Contents
Page
Balance sheet
1 - 2
Notes to the financial statements
4 - 11
OTRO Club Limited
Balance Sheet
As At 30 November 2019
Page 1
2019
2018
Notes
£
£
£
£
Fixed assets
Intangible assets
3
-
1,063,883
Tangible assets
4
73,605
110,587
Investments
5
300
300
73,905
1,174,770
Current assets
Debtors
7
16,756,598
25,715,086
Cash at bank and in hand
1,032,786
3,658,956
17,789,384
29,374,042
Creditors: amounts falling due within one year
8
(57,766,767)
(17,182,809)
Net current (liabilities)/assets
(39,977,383)
12,191,233
Total assets less current liabilities
(39,903,478)
13,366,003
Creditors: amounts falling due after more than one year
9
-
(21,947,186)
Net liabilities
(39,903,478)
(8,581,183)
Capital and reserves
Called up share capital
11
487
487
Share premium account
559,267
559,267
Profit and loss reserves
(40,463,232)
(9,140,937)
Total equity
(39,903,478)
(8,581,183)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 30 November 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
OTRO Club Limited
Balance Sheet (Continued)
As At 30 November 2019
Page 2
The financial statements were approved by the board of directors and authorised for issue on 30 April 2020 and are signed on its behalf by:
Mr J R Mandle
Director
Company Registration No. 10393204
OTRO Club Limited
Statement Of Changes In Equity
For The Year Ended 30 November 2019
Page 3
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2017
400
559,267
(1,113,529)
(553,862)
Period ended 30 November 2018:
Loss and total comprehensive income for the period
-
-
(8,027,408)
(8,027,408)
Issue of share capital
11
87
-
-
87
Balance at 30 November 2018
487
559,267
(9,140,937)
(8,581,183)
Year ended 30 November 2019:
Loss and total comprehensive income for the year
-
-
(31,322,295)
(31,322,295)
Balance at 30 November 2019
487
559,267
(40,463,232)
(39,903,478)
OTRO Club Limited
Notes To The Financial Statements
For The Year Ended 30 November 2019
Page 4
1
Accounting policies
Company information
OTRO Club Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Second Floor, 45 Whitfield Street, London, W1T 4HD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The company and its subsidiaries are dependant upon the support of its shareholders and financiers to be able to continue as a going concern. In February 2020 the company restructured its financing by way of conversion of the majority of its debt to equity.
1.3
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
Straight line over 3 years
1.4
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Film production equipment
Straight line over 5 years
Computers
Straight line over 3 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
1
Accounting policies
(Continued)
Page 5
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
1
Accounting policies
(Continued)
Page 6
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
Page 7
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2019
2018
Number
Number
Total
4
3
3
Intangible fixed assets
Development costs
£
Cost
At 1 December 2018
1,256,113
Additions
374,595
At 30 November 2019
1,630,708
Amortisation and impairment
At 1 December 2018
192,230
Amortisation charged for the year
431,747
Impairment losses
1,006,731
At 30 November 2019
1,630,708
Carrying amount
At 30 November 2019
-
At 30 November 2018
1,063,883
More information on the impairment arising in the year is given in note .
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
Page 8
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 December 2018
121,230
Disposals
(3,874)
At 30 November 2019
117,356
Depreciation and impairment
At 1 December 2018
10,643
Depreciation charged in the year
34,057
Eliminated in respect of disposals
(949)
At 30 November 2019
43,751
Carrying amount
At 30 November 2019
73,605
At 30 November 2018
110,587
5
Fixed asset investments
2019
2018
£
£
Shares in group undertakings and participating interests
300
300
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 December 2018 & 30 November 2019
300
Carrying amount
At 30 November 2019
300
At 30 November 2018
300
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
Page 9
6
Subsidiaries
Details of the company's subsidiaries at 30 November 2019 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
OTRO Global Limited
Second Floor, 45 Whitfield Street, London, W1T 4HD
Ordinary
100.00
OTRO Media Limited
Second Floor, 45 Whitfield Street, London, W1T 4HD
Ordinary
100.00
OTRO Technology Limited
Second Floor, 45 Whitfield Street, London, W1T 4HD
Ordinary
100.00
7
Debtors
2019
2018
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
14,511,139
4,775,503
Other debtors
42,715
848,052
Prepayments and accrued income
2,202,744
20,091,531
16,756,598
25,715,086
8
Creditors: amounts falling due within one year
2019
2018
£
£
Other borrowings
54,629,917
7,071,675
Trade creditors
1,527,803
2,880,871
Amounts owed to group undertakings
200
200
Other creditors
503
16,777
Accruals and deferred income
1,608,344
7,213,286
57,766,767
17,182,809
9
Creditors: amounts falling due after more than one year
2019
2018
Notes
£
£
Other borrowings
-
21,947,186
The loans made to the company are secured against the company's assets, intellectual property and the assets and intellectual property of the subsidiary companies.
The loans bear interest at a rate of 14.816 percent.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
9
Creditors: amounts falling due after more than one year
(Continued)
Page 10
There are two charges registered at Companies House over the assets and intellectual property of the company and of its subsidiary companies. These charges contain both fixed and floating charges and are registered to XXIII Capital C Limited.
There are no borrowings falling due after more than one year as the majority of debt converted to equity in February 2020.
10
Share-based payment transactions
During the year, the reporting entity granted options under an Enterprise Management Incentive (EMI) scheme.
Number of share options
Weighted average exercise price
2019
2018
2019
2018
Number
Number
£
£
Outstanding at 1 December 2018
18,957
-
1.35
-
Granted
-
18,957
-
1.35
Forfeited
(12,756)
-
1.35
-
Outstanding at 30 November 2019
6,201
18,957
1.35
1.35
Exercisable at 30 November 2019
-
-
-
-
The options outstanding at 30 November 2019 had an exercise price of £1.35.
11
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
487,240 Ordinary shares of 0.1p each
487
487
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2019
2018
£
£
182,550
-
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Year Ended 30 November 2019
Page 11
13
Related party transactions
The following amounts were outstanding at the reporting end date:
2019
2018
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
200
200
The following amounts were outstanding at the reporting end date:
2019
2018
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
14,511,139
4,775,503
14
Directors' transactions
During the year Ms A Ruane a director of the company invoiced the company £27,368 in respect of services rendered.
2019-11-30
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Ms P Dunn
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Mr Adam Poulter
Mr Jonathan Nye
Mr Jonathan Mandle
Mr Jason Cipriani
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