Company Registration No. 10393204 (England and Wales)
OTRO Club Limited
Unaudited Financial Statements
For The Period Ended 30 November 2018
Pages For Filing With Registrar
OTRO Club Limited
Contents
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
OTRO Club Limited
Balance Sheet
As At 30 November 2018
Page 1
2018
2017
Notes
£
£
£
£
Fixed assets
Intangible assets
3
1,063,883
-
Tangible assets
4
110,587
-
Investments
5
300
-
1,174,770
-
Current assets
Debtors
7
25,715,086
14,729
Cash at bank and in hand
3,658,956
23,812
29,374,042
38,541
Creditors: amounts falling due within one year
8
(17,182,809)
(592,403)
Net current assets/(liabilities)
12,191,233
(553,862)
Total assets less current liabilities
13,366,003
(553,862)
Creditors: amounts falling due after more than one year
9
(21,947,186)
-
Net liabilities
(8,581,183)
(553,862)
Capital and reserves
Called up share capital
10
487
400
Share premium account
559,267
559,267
Profit and loss reserves
(9,140,937)
(1,113,529)
Total equity
(8,581,183)
(553,862)
OTRO Club Limited
Balance Sheet (Continued)
As At 30 November 2018
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 November 2018 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 20 December 2019 and are signed on its behalf by:
Mr A Poulter
Director
Company Registration No. 10393204
OTRO Club Limited
Notes To The Financial Statements
For The Period Ended 30 November 2018
Page 3
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 subsidiary companies continue to be supported by XXIII Capital in remaining a going concern.
1.3
Reporting period
The company is reporting a period of longer than one year so that the company and its subsidiary companies report to 30 November each year. The prior period was longer than one year as it was the first period of account.
1.4
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
1.5
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.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Period Ended 30 November 2018
1
Accounting policies
(Continued)
Page 4
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
.
1.6
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
.
1.7
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.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Period Ended 30 November 2018
1
Accounting policies
(Continued)
Page 5
1.8
Cash at bank and in hand
Cash at bank and in hand
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.
1.9
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.
1.10
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.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Period Ended 30 November 2018
1
Accounting policies
(Continued)
Page 6
1.11
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.
1.12
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.
1.13
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 are included in the profit and loss account for the period.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was 3 (2017 - 2).
3
Intangible fixed assets
Development costs
£
Cost
At 1 October 2017
-
Additions
1,256,113
At 30 November 2018
1,256,113
Amortisation and impairment
At 1 October 2017
-
Amortisation charged for the period
192,230
At 30 November 2018
192,230
Carrying amount
At 30 November 2018
1,063,883
At 30 September 2017
-
Following a technology audit which began in May 2019, it is likely the intangible asset will no longer be in use or its value in use will be significantly reduced.
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Period Ended 30 November 2018
Page 7
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 October 2017
-
Additions
121,230
At 30 November 2018
121,230
Depreciation and impairment
At 1 October 2017
-
Depreciation charged in the period
10,643
At 30 November 2018
10,643
Carrying amount
At 30 November 2018
110,587
At 30 September 2017
-
5
Fixed asset investments
2018
2017
£
£
Investments
300
-
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 October 2017
-
Additions
300
At 30 November 2018
300
Carrying amount
At 30 November 2018
300
At 30 September 2017
-
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Period Ended 30 November 2018
Page 8
6
Subsidiaries
Details of the company's subsidiaries at 30 November 2018 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
OTRO Technology Limited
Second Floor, 45 Whitfield Street, London, W1T 4HD
Dormant company
Ordinary
100.00
0
OTRO Media Limited
Second Floor, 45 Whitfield Street, London, W1T 4HD
Dormant company
Ordinary
100.00
0
OTRO Global Limited
Second Floor, 45 Whitfield Street, London, W1T 4HD
Application development
Ordinary
100.00
0
During the period, the company set up three subsidiary companies which are all owned 100% by the company.
7
Debtors
2018
2017
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,775,503
-
Other debtors
848,052
14,729
Prepayments and accrued income
20,091,531
-
25,715,086
14,729
8
Creditors: amounts falling due within one year
2018
2017
£
£
Other borrowings
7,071,675
-
Trade creditors
2,880,871
35,201
Amounts owed to group undertakings
200
-
Other creditors
16,777
63,977
Accruals and deferred income
7,213,286
493,225
17,182,809
592,403
OTRO Club Limited
Notes To The Financial Statements (Continued)
For The Period Ended 30 November 2018
Page 9
9
Creditors: amounts falling due after more than one year
2018
2017
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.
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.
10
Called up share capital
2018
2017
£
£
Ordinary share capital
Issued and fully paid
487,240 Ordinary shares of 0.1p each (2017: 400 Ordinary shares £1 each)
487
400
During the period, the company subdivided all of the 400 Ordinary £1 shares in issue into 400,000 Ordinary £0.001 shares.
During the period, the company issued a further 87,240 Ordinary £0.001 shares at par.
11
Related party transactions
The following amounts were outstanding at the reporting end date:
2018
2017
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
200
-
The following amounts were outstanding at the reporting end date:
2018
2017
Amounts due from related parties
£
£
Entities over which the entity has control, joint control or significant influence
4,775,503
-
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false
20 December 2019
CCH Software
CCH Accounts Production 2019.301
No description of principal activity
Mr Jeremy Dale
Mr Stephen Duval
Mr Jason Snell
Mr Simon Oliveira
Ms P Dunn
Ms A Ruane
Mr Adam Poulter
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