helpIT Systems Limited - Period Ending 2019-10-31

Registration number: 02007292

Prepared for the registrar

helpIT Systems Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 October 2019

helpIT Systems Limited

Contents

Company Information	1
Balance Sheet	2
Notes to the Financial Statements	3 to 10

helpIT Systems Limited

Company Information

Directors

S G Tootill S Tootill

Company secretary

S Tootill

Registered office

15-17 The Crescent 1st Floor Leatherhead Surrey KT22 8DY

Accountants

Hazlewoods LLP Staverton Court Staverton Cheltenham Gloucestershire GL51 0UX

- 1 -

helpIT Systems Limited

(Registration number: 02007292)
Balance Sheet as at 31 October 2019

	Note	2019  £	2018  £
Fixed assets
Intangible assets	4	1,467	1,752
Tangible assets	5	25,241	24,345
Investments	6	3,046	3,046
		29,754	29,143
Current assets
Debtors	7	530,088	151,586
Cash at bank and in hand		409,782	150,252
		939,870	301,838
Creditors: Amounts falling due within one year	8	(668,532)	(326,358)
Net current assets/(liabilities)		271,338	(24,520)
Total assets less current liabilities		301,092	4,623
Deferred tax liabilities	9	(210)	(1,430)
Net assets		300,882	3,193
Capital and reserves
Called up share capital	10	100	100
Profit and loss account		300,782	3,093
Total equity		300,882	3,193

For the financial year ending 31 October 2019 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 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 29 July 2020 and signed on its behalf by:
 

.........................................

S G Tootill
Director

The notes on pages 3 to 10 form an integral part of these financial statements.
- 2 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

1

General information

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

The address of its registered office and principal place of business is:
15-17 The Crescent
1st Floor
Leatherhead
Surrey
KT22 8DY

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 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is a small group.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

With relation to the COVID-19 outbreak, the directors have prepared forecasts on its potential impact. Although the company is experiencing reduced new business activity levels as a result, continued high retention levels for its large recurring revenue stream have continued to date and the directors see no need at present to take action to reduce costs in line with the reduced new business activity levels. Accordingly, the directors have prepared the financial statements on a going concern basis and are confident that if COVID-19 has a larger impact on the company in the next 12 months than currently forecast, the company can continue to operate as a going concern by taking appropriate cost reduction measures.

Critical accounting 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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

- 3 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

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.

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.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. 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 debtors.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

- 4 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

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 over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Fixtures and fittings	25% reducing balance

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

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.

Research and development

All research and development costs are written off as incurred.

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
Domain Name	20 years straight line

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

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.

- 5 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

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.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

- 6 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was as follows:

	2019  No.	2018  No.
Average number of employees	15	14

4

Intangible assets

	Domain Name  £	Total £
Cost
At 1 November 2018	5,709	5,709
At 31 October 2019	5,709	5,709
Amortisation
At 1 November 2018	3,957	3,957
Amortisation charge	285	285
At 31 October 2019	4,242	4,242
Carrying amount
At 31 October 2019	1,467	1,467
At 31 October 2018	1,752	1,752

5

Tangible assets

	Fixtures and fittings  £	Total £
Cost
At 1 November 2018	69,059	69,059
Additions	9,310	9,310
At 31 October 2019	78,369	78,369
Depreciation
At 1 November 2018	44,714	44,714
Charge for the year	8,414	8,414
At 31 October 2019	53,128	53,128
Carrying amount
At 31 October 2019	25,241	25,241
At 31 October 2018	24,345	24,345

- 7 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

6

Investments

	2019 £	2018 £
Investments in subsidiaries	3,046	3,046

Subsidiaries	£
Cost
At 1 November 2018	3,046
At 31 October 2019	3,046
Carrying amount
At 31 October 2019	3,046
At 31 October 2018	3,046

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2019	2018
Subsidiary undertakings
360Science Inc		Ordinary	100%	100%
	United States of America
360Science Ltd		Ordinary	100%	100%
	England and Wales

The principal activity of 360Science Inc is that of a software developer and retailer.

The address of 360Science Inc registered office is:
3001 South Lamar
Suite A-101
Austin
Texas 78704

360Science Ltd remained dormant from the date of its incorporation.

The address of 360Science Ltd registered office is:
15-17 The Crescent
Leatherhead
Surrey
KT22 8DY

- 8 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

7

Debtors

	Note	2019  £	2018  £
Trade debtors		126,639	94,443
Amounts owed by related parties	12	348,020	1,295
Prepayments		18,135	9,750
Corporation tax asset		37,294	46,098
		530,088	151,586

8

Creditors

		2019  £	2018  £
Due within one year
Trade creditors		27,719	49,086
Amounts due to related parties		404,461	53,787
Social security and other taxes		65,633	60,641
Outstanding defined contribution pension costs		2,947	1,292
Other creditors		2,377	811
Accrued expenses		165,395	160,741
		668,532	326,358

9

Deferred tax

Deferred tax assets and liabilities

2019	Liability £
Difference between accumulated depreciation and amortisation and capital allowances	3,595
Short term timing differences	(3,385)
	210

2018	Liability £
Difference between accumulated depreciation and amortisation and capital allowances	3,248
Short term timing differences	(1,818)
	1,430

- 9 -

helpIT Systems Limited

Notes to the Financial Statements for the Year Ended 31 October 2019

10

Share capital

Allotted, called up and fully paid shares

	2019		2018
	No.	£	No.	£
A ordinary shares of £0.01 each	6,000	60.00	6,000	60.00
B ordinary shares of £0.01 each	4,000	40.00	4,000	40.00
	10,000	100	10,000	100

The different classes of share rank pari passu in all respects.

Share options

Options have been granted between May 2007 and March 2018 under an approved option scheme over the company's ordinary B shares of £0.01 each. The shares are exercisable upon takeover by way of general offer, sale or admission. Their movements are as follows:-

 

Date of issue	Exercise price	Issued	Surrendered	Lapsed	Remaining
31 May 2007	£7.00	370	(320)	-	50
31 December 2010	£27.07	922	(594)	-	328
12 June 2012	£17.58	351	(50)	(101)	200
7 March 2014	£48.10	275	(67)	(56)	152
31 March 2018	£20.07	143	-	-	143

Although aware of the requirements, the directors have made no adjustments to the financial statements in respect of the share options as they are unable to provide a reliable value.

11

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £98,100 (2018 - £Nil). The amount payable in respect of financial commitments within 1 year of the balance sheet date is £49,050 (2018 - £Nil). The amount due in more then 1 year of the balance sheet date is £49,050 (2018 - £Nil).

12

Related party transactions

Transactions with directors At the balance sheet date the amount due from the directors of the company was £348,020 (2018 - £1,295). Included in this amount is a £350,000 on which interest of 2.5% is charged. There are no fixed repayment terms on the outstanding balance.

- 10 -