Apogii Ltd - Limited company accounts 22.3

REGISTERED NUMBER: 10662704 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 30 June 2022

for

Apogii Ltd

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Ms E M-Koenigsfeldt

REGISTERED OFFICE:

105 Westbourne Grove

London

United Kingdom

W2 4UW

REGISTERED NUMBER:

10662704 (England and Wales)

AUDITORS:

Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

The director presents her report with the financial statements of the company for the year ended 30 June 2022.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of operate as a health beauty clinic.

REVIEW OF BUSINESS

The result for the year and the financial position at the year end, were considered acceptable by the director.

The financial statement for 2020/21 was not audited. Due to this the corresponding figures are not audited.

DIRECTOR

Ms E M-Koenigsfeldt held office during the whole of the period from 1 July 2021 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable her to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Krogh & Partners Limited, (Statutory Auditor), will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Ms E M-Koenigsfeldt - Director

30 November 2022

Opinion

We have audited the financial statements of Apogii Ltd (the 'company') for the year ended 30 June 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2022 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Emphasis of matter

In forming our opinion on the financial statement, which is not qualified, we have considered the adequacy of the

disclosure made in the Report of the Directors to the financial statement concerning the corresponding figures are

unaudited. In view of the significance of this matter, we consider that it should be drawn to your attention.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognize non-compliance with applicable laws and regulations;

-

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the business;

-

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, and anti-bribery;

-

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

-

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation;

-

enquiring of management as to actual and potential litigation and claims;

-

reviewing correspondence with HMRC and relevant regulators

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

John Lindegaard (Senior Statutory Auditor)

for and on behalf of Krogh & Partners Limited, (Statutory Auditor)

823 Salisbury House

29 Finsbury Circus

London

EC2M 5QQ

30 November 2022

TURNOVER

440,212

193,937

Cost of sales

57,872

46,348

GROSS PROFIT

382,340

147,589

Administrative expenses

625,018

494,306

(242,678

)

(346,717

)

Other operating income

-

25,286

OPERATING LOSS

4

(242,678

)

(321,431

)

Interest payable and similar expenses

5

33,675

33,170

LOSS BEFORE TAXATION

(276,353

)

(354,601

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(276,353

)

(354,601

)

LOSS FOR THE YEAR

(276,353

)

(354,601

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(276,353

)

(354,601

)

FIXED ASSETS

Tangible assets

7

180,001

412,053

CURRENT ASSETS

Stocks

9,336

17,714

Debtors

8

124,039

135,710

Cash at bank

43,721

31,712

177,096

185,136

CREDITORS

Amounts falling due within one year

9

253,448

247,862

NET CURRENT LIABILITIES

(76,352

)

(62,726

)

TOTAL ASSETS LESS CURRENT LIABILITIES

103,649

349,327

CREDITORS

Amounts falling due after more than one year

10

1,796,559

1,765,884

NET LIABILITIES

(1,692,910

)

(1,416,557

)

CAPITAL AND RESERVES

Called up share capital

12

1

1

Retained earnings

13

(1,692,911

)

(1,416,558

)

SHAREHOLDERS' FUNDS

(1,692,910

)

(1,416,557

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 30 November 2022 and were signed by:

Ms E M-Koenigsfeldt - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2020

1

(1,061,957

)

(1,061,956

)

Changes in equity

Total comprehensive income

-

(354,601

)

(354,601

)

Balance at 30 June 2021

1

(1,416,558

)

(1,416,557

)

Changes in equity

Total comprehensive income

-

(276,353

)

(276,353

)

Balance at 30 June 2022

1

(1,692,911

)

(1,692,910

)

1.	STATUTORY INFORMATION

Apogii Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and less any accumulated provision for impairment. Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use.

Depreciation is provided at rates estimated to write off the cost amounts, less estimated residual value, of each asset over its expected useful life as follows:

Leasehold improvements

3 years

Fixtures and fittings

3-8 years

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Current tax and deferred taxation, including UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation is provided in full on an undiscounted basis, on all timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in tax computations in periods different from those in which they are included in the financial statements.

Deferred tax assets are recognised where it is considered more likely than not that future profits will be available for offset.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors

Debtors are valued individually and provisions are made according to this valuation.

Creditors

Creditors are carried at payment or settlement amounts. Where the time value of money is material, creditors are carried at amortized cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2021 - 5 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2022

2021

(Unaudited)

£

£

Depreciation - owned assets

232,052

268,314

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2022

2021

(Unaudited)

£

£

Intercompany interest

33,675

33,170

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2022 nor for the year ended 30 June 2021.

7.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

and

improvements

fittings

Totals

£

£

£

COST

At 1 July 2021

and 30 June 2022

519,554

464,252

983,806

DEPRECIATION

At 1 July 2021

373,841

197,912

571,753

Charge for year

144,718

87,334

232,052

At 30 June 2022

518,559

285,246

803,805

NET BOOK VALUE

At 30 June 2022

995

179,006

180,001

At 30 June 2021

145,713

266,340

412,053

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

(Unaudited)

£

£

Other debtors

118,651

118,077

Prepayments

5,388

17,633

124,039

135,710

Deferred tax asset

Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which it can be utilised. There are deferred tax assets of net £321,000 (2020/21 - £268,000) not recognised. The deferred tax asset is calculated on the basis of 19% in tax rate.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

(Unaudited)

£

£

Trade creditors

2,222

17,366

Other taxation

2,835

3,881

VAT

17,289

5,580

Directors' current accounts

222,607

215,746

Accruals and deferred income

8,495

5,289

253,448

247,862

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2021

(Unaudited)

£

£

Amounts owed to group undertakings

1,796,559

1,765,884

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2022

2021

(Unaudited)

£

£

Within one year

75,000

75,000

Between one and five years

287,500

362,500

362,500

437,500

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

1

Ordinary

1

1

1

13.

RESERVES

Retained

earnings

£

At 1 July 2021

(1,416,558

)

Deficit for the year

(276,353

)

At 30 June 2022

(1,692,911

)

14.	ULTIMATE CONTROLLING PARTY

Friheden Invest Holding ApS (incorporated in Denmark) is regarded by the director as being the company's ultimate parent company.

The financial statements for the parent company may be obtained at:

Friheden Invest Holding ApS

Hoesterkoebvej 65

2970 Hoersholm

Denmark