OTO International Limited
Unaudited Financial Statements
For the period ended 30 September 2021
For Filing with Registrar
Company Registration No. 11389551 (England and Wales)
OTO International Limited
Company Information
Directors
J H Bagley
G J N Colao
A A Jamison
S Minitzer
Company number
11389551
Registered office
6th Floor
9 Appold Street
London
EC2A 2AP
Accountants
Moore Kingston Smith LLP
4 Victoria Square
St Albans
AL1 3TF
Business address
1 Lyric Square
Hammersmith
London
W6 0NB
OTO International Limited
Contents
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 13
OTO International Limited
Balance Sheet
As at 30 September 2021
Page 1
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
4
251,466
Tangible assets
5
45,962
2,382
Investments
6
34,485
331,913
2,382
Current assets
Stock
568,104
64,522
Debtors
7
705,196
449,027
Cash at bank and in hand
577,536
266,306
1,850,836
779,855
Creditors: amounts falling due within one year
8
(650,575)
(482,489)
Net current assets
1,200,261
297,366
Total assets less current liabilities
1,532,174
299,748
Creditors: amounts falling due after more than one year
9
(19,800)
Net assets
1,512,374
299,748
Capital and reserves
Called up share capital
11
25,774
23,906
Share premium account
3,522,323
1,556,213
Other reserves
12
1,766,558
Profit and loss reserves
13
(3,802,281)
(1,280,371)
Total equity
1,512,374
299,748
OTO International Limited
Balance Sheet (Continued)
As at 30 September 2021
Page 2
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 period ended 30 September 2021 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 period 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.
The financial statements were approved by the board of directors and authorised for issue on 7 November 2022 and are signed on its behalf by:
J H Bagley
Director
Company Registration No. 11389551
OTO International Limited
Notes to the Financial Statements
For the period ended 30 September 2021
Page 3
1
Accounting policies
Company information
OTO International Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
6th Floor, 9 Appold Street, London, EC2A 2AP.
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 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. The principal accounting policies adopted are set out below.
1.2
Going concern
The company continues to meet its liabilities with the support of the shareholders. The Directors have concluded that there is a reasonable expectation that the company has adequate resources to continue to operate for at least 12 months from the date of signing these financial statements. Subsequent to the balance sheet date the company has continued to raise finance via the issuing of shares for a total consideration of £
true
2
,
854
,
764
. The Directors therefore consider it appropriate to continue to adopt the going concern basis in preparing the financial statements.
1.3
Reporting period
The accounting period for the company covers the period from 01 April 2020 to 30 September 2021. The reason for this was for group and commercial reporting requirements . For this reason, the comparative amounts presented in the financial statements are not entirely comparable.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer
(usually on dispatch of the goods)
, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
1
Accounting policies
(Continued)
Page 4
1.6
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; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
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:
Patents & licences
4 years straight-line
1.7
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:
Fixtures and fittings
4 year straight-line
Computers
3 year straight-line
Motor vehicles
5 year straight-line
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
.
1.8
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
.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
1
Accounting policies
(Continued)
Page 5
1.9
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.
1.10
Stock
Stock are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stock to their present location and condition.
Stock held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.11
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.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
1
Accounting policies
(Continued)
Page 6
1.12
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.
1.13
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.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
1
Accounting policies
(Continued)
Page 7
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
1
Accounting policies
(Continued)
Page 8
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.18
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.
1.19
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.20
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
Page 9
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2021
2020
Number
Number
Total
15
6
4
Intangible fixed assets
Other
£
Cost
At 1 April 2020
Additions
258,249
At 30 September 2021
258,249
Amortisation and impairment
At 1 April 2020
Amortisation charged for the period
6,783
At 30 September 2021
6,783
Carrying amount
At 30 September 2021
251,466
At 31 March 2020
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
Page 10
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2020
2,859
Additions
48,990
At 30 September 2021
51,849
Depreciation and impairment
At 1 April 2020
477
Depreciation charged in the period
5,410
At 30 September 2021
5,887
Carrying amount
At 30 September 2021
45,962
At 31 March 2020
2,382
6
Fixed asset investments
2021
2020
£
£
Shares in group undertakings
34,485
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2020
-
Additions
34,485
At 30 September 2021
34,485
Carrying amount
At 30 September 2021
34,485
At 31 March 2020
-
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
Page 11
7
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
244,864
27,507
Corporation tax recoverable
104,315
Amounts owed by group undertakings
217,223
Other debtors
243,109
317,205
705,196
449,027
8
Creditors: amounts falling due within one year
2021
2020
£
£
Bank loans
5,400
Trade creditors
505,935
96,805
Taxation and social security
40,763
9,068
Other creditors
98,477
376,616
650,575
482,489
9
Creditors: amounts falling due after more than one year
2021
2020
£
£
Bank loans and overdrafts
19,800
10
Share-based payment transactions
Number of share options
Weighted average exercise price
2021
2020
2021
2020
Number
Number
£
£
Outstanding at 1 April 2020
125,325
0.01
Granted
127,025
125,325
0.01
0.01
Outstanding at 30 September 2021
252,350
125,325
0.01
0.01
Exercisable at 30 September 2021
232,352
85,329
0.01
0.01
The options outstanding at 30 September 2021 had an exercise price
of £0.01,
and a remaining contractual life of
two
years.
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
10
Share-based payment transactions
(Continued)
Page 12
Inputs were as follows:
2021
2020
Weighted average share price
2.98
0.62
Weighted average exercise price
0.01
0.01
Expected volatility
0.25
0.25
Expected life
9.00
3.00
Risk free rate
0.01
0.01
Liabilities and expenses
During the period, the company recognised total share-based payment expenses of £152,436 (2020 - £-) which related to equity settled share based payment transactions.
11
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 1p each
1,981,060
1,876,997
19,811
18,770
2021
2020
2021
2020
Preference share capital
Number
Number
£
£
Issued and fully paid
6% Preference of 1p each
596,274
513,606
5,963
5,136
Preference shares classified as equity
5,963
5,136
Total equity share capital
25,774
23,906
OTO International Limited
Notes to the Financial Statements (Continued)
For the period ended 30 September 2021
Page 13
12
Other reserves
Share Capital Receipts
Share Option Charge
Total
£
£
£
At the beginning of the prior period
-
-
-
At the end of the prior period
-
-
-
Other movements
1,614,122
152,436
1,766,558
At the end of the current period
1,614,122
152,436
1,766,558
13
Profit and loss reserves
2021
2020
£
£
At the beginning of the period
(1,280,371)
(288,146)
Loss for the period
(2,521,910)
(992,225)
At the end of the period
(3,802,281)
(1,280,371)
14
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:
2021
2020
£
£
Property
195,700
81,900
15
Events after the reporting date
Subsequent to the balance sheet date the company has continued to raise finance
by
issuing of shares for a total consideration of £
2
,
854
,
764
.
Of this £1,614,130 was received in the the period to 30 September 2021 which is included in other reserves.
16
Controlling party
The controlling party is G J N Colao by virtue of their majority shareholding.
2021-09-30
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false
07 November 2022
CCH Software
CCH Accounts Production 2022.100
No description of principal activity
J H Bagley
G J N Colao
A A Jamison
S Minitzer
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