Appear Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 13454068 (England and Wales)

APPEAR LTD

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Income and Retained Earnings

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

T B Jorgensen

S M Luff

REGISTERED OFFICE:

Unit 1-2, 5 Benham Road

University of Southampton Science Park

Chilworth

Southampton

Hampshire

SO16 7QJ

REGISTERED NUMBER:

13454068 (England and Wales)

AUDITORS:

Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

BANKERS:

Danske Bank

Corporates UK

75 King William Street

London

EC4N 7DT

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

DIRECTORS

T B Jorgensen has held office during the whole of the period from 1 January 2023 to the date of this report.

Other changes in directors holding office are as follows:

S M Luff - appointed 1 June 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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 directors are 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 each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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:

T B Jorgensen - Director

20 March 2024

Opinion

We have audited the financial statements of Appear Ltd (the 'company') for the year ended 31 December 2023 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 31 December 2023 and of its profit 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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

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

-	the directors were 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 Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Practice and the relevant tax compliance regulations for the company.

- We obtained an understanding of how the company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

- We assessed the susceptibility of the company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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.

James Flood (ACA) (Senior Statutory Auditor)

for and on behalf of Hopper Williams & Bell Limited

Statutory Auditor

Highland House

Mayflower Close

Chandler's Ford

Eastleigh

Hampshire

SO53 4AR

20 March 2024

TURNOVER

5,762,625

4,403,673

Cost of sales

(3,678,522

)

(3,028,916

)

GROSS PROFIT

2,084,103

1,374,757

Administrative expenses

(1,980,187

)

(1,274,173

)

OPERATING PROFIT

103,916

100,584

Interest receivable and similar income

3,344

76

PROFIT BEFORE TAXATION

107,260

100,660

Tax on profit

4

(28,216

)

(23,141

)

PROFIT FOR THE FINANCIAL YEAR

79,044

77,519

Retained earnings at beginning of year

80,638

3,119

RETAINED EARNINGS AT END OF YEAR

159,682

80,638

FIXED ASSETS

Tangible assets

5

146,891

138,348

CURRENT ASSETS

Stocks

34,216

61,258

Debtors

6

883,153

1,492,899

Cash at bank and in hand

50,262

548,704

967,631

2,102,861

CREDITORS

Amounts falling due within one year

7

(936,399

)

(2,140,057

)

NET CURRENT ASSETS/(LIABILITIES)

31,232

(37,196

)

TOTAL ASSETS LESS CURRENT LIABILITIES

178,123

101,152

PROVISIONS FOR LIABILITIES

(18,440

)

(20,513

)

NET ASSETS

159,683

80,639

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

159,682

80,638

159,683

80,639

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 Board of Directors and authorised for issue on 20 March 2024 and were signed on its behalf by:

T B Jorgensen - Director

1.	STATUTORY INFORMATION

Appear 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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

The turnover shown in the profit and loss account is represented by the following:

- Amounts receivable from the parent undertaking during the year, for provision of support functions. Turnover in respect of services provided to the parent undertaking is calculated as attributable costs plus 5% in accordance with a transfer pricing agreement between Appear Limited and the parent undertaking. Costs incurred by Appear Limited from third parties are not subject to the cost plus basis and are reimbursed by the parent company at cost.

- Turnover in respect of product sales represents sales net of VAT and trade discounts. Turnover is recognised when the delivery of the goods have been confirmed and received by the customer.

- Turnover in respect of maintenance services represents sales net of VAT and trade discounts. Turnover is recognised evenly across the period of the service agreement.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Improvements to property

-

Straight line over 10 years

Plant and machinery

-

Straight line over 4 years

Stocks

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

Financial instruments

Financial instruments are classified and accounted for as financial assets, financial liabilities or equity instruments. according to the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of the company utter deducting all of its liabilities.

Financial assets

The Company has elected to apply the provision of Section 11 'Basic Financial instruments' and Section 12 'Other Financial instruments issues’ of FRS 102 to all ot‘its financial instruments.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets. which include trade and other receivables 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 financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities

Basic financial liabilities which include trade and other payables are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2022 - 7 ) .

4.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2023

2022

£

£

Current tax:

UK corporation tax

30,289

2,628

Deferred tax

(2,073

)

20,513

Tax on profit

28,216

23,141

5.	TANGIBLE FIXED ASSETS

Improvements

Plant and

to property

machinery

Totals

£

£

£

COST

At 1 January 2023

92,506

65,331

157,837

Additions

-

38,482

38,482

At 31 December 2023

92,506

103,813

196,319

DEPRECIATION

At 1 January 2023

8,235

11,254

19,489

Charge for year

9,696

20,243

29,939

At 31 December 2023

17,931

31,497

49,428

NET BOOK VALUE

At 31 December 2023

74,575

72,316

146,891

At 31 December 2022

84,271

54,077

138,348

6.

DEBTORS

2023

2022

£

£

Amounts falling due within one year:

Trade debtors

618,677

1,260,916

Other debtors

255,776

223,283

874,453

1,484,199

2023

2022

£

£

Amounts falling due after more than one year:

Other debtors

8,700

8,700

Aggregate amounts

883,153

1,492,899

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

6,483

6,955

Amounts owed to group undertakings

111,811

1,451,088

Taxation and social security

375,600

396,999

Other creditors

442,505

285,015

936,399

2,140,057

Amounts owed to group undertakings are interest free and repayable on demand.

8.	LEASING AGREEMENTS

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

2023

2022

£

£

Within one year

60,252

64,372

Between one and five years

-

47,377

60,252

111,749

9.	CONTINGENT LIABILITIES

Appear AS, the company's parent undertaking, have provided a unilateral bank guarantee of £120,000 as security for Appear Ltd.

10.	ULTIMATE CONTROLLING PARTY

The directors regard Appear AS to be the immediate and ultimate parent undertaking by virtue of holding 100% of the issued shares. and the largest group for which consolidated accounts are available.

A copy of the consolidated financial statements can be obtained from Appear AS, Lilleakerveien 2B, 0283 Oslo, Norway.

The directors do not consider there to be an ultimate controlling party.