Company Registration No. 9396517 (England and Wales)
ZEETTA NETWORKS LIMITED
Unaudited accounts
for the year ended 31 December 2021
ZEETTA NETWORKS LIMITED
Unaudited accounts
Contents
ZEETTA NETWORKS LIMITED
Company Information
for the year ended 31 December 2021
Directors
Ian Tudor Jenks
Bloc Ventures Directors Limited
Ihab Mahna
Vistra Cosec Limited
Secretary
Vistra Cosec Limited
Company Number
9396517 (England and Wales)
Registered Office
First Foor Templeback
10 Temple Back
Bristol
BS1 6FL
United Kingdom
Accountants
MILE FINANCE LTD
152 - 160 Kemp House
City Road
London
EC1V 2NX
ZEETTA NETWORKS LIMITED
Statement of financial position
as at 31 December 2021
Tangible assets
1,312
18,599
Cash at bank and in hand
448,774
287,491
Creditors: amounts falling due within one year
(673,824)
(861,028)
Net current assets
312,840
261,312
Total assets less current liabilities
314,152
279,911
Creditors: amounts falling due after more than one year
(2,687,994)
(2,050,000)
Net liabilities
(2,373,842)
(1,770,089)
Called up share capital
39
32
Share premium
3,941,893
2,784,749
Capital contribution reserve
188,025
188,025
Profit and loss account
(6,503,799)
(4,742,895)
Shareholders' funds
(2,373,842)
(1,770,089)
For the year ending 31 December 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A - Small Entities. The profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the Board of Directors and authorised for issue on 4 April 2022 and were signed on its behalf by
Ihab Mahna
Director
Company Registration No. 9396517
ZEETTA NETWORKS LIMITED
Notes to the Accounts
for the year ended 31 December 2021
ZEETTA NETWORKS LIMITED is a private company, limited by shares, registered in England and Wales, registration number 9396517. The registered office is First Foor Templeback, 10 Temple Back, Bristol, BS1 6FL, United Kingdom.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities. There were no material departures from that standard.
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.
These financial statements have been prepared using the historical cost convention.
The financial statements are prepared in pounds sterling which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The accounts are presented in £ sterling.
The company was loss-making in the financial year and had net liabilities as at the year-end. As part of its going concern assessment the Board has therefore prepared cashflow projections covering the period of twelve months from the approval of these financial statements.
The Board's cashflow projections show that the company will be able to meet its liabilities as they fall due. However, those projections assume that the company will raise further equity funds within the twelve month period from the date of approval of these financial statements. While that fundraising process has begun, and the Board believes the fundraising will be successful, the uncertain nature of any fundraising of this type means that there is a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.
Based on discussions with current shareholders, and funds already raised since the year-end (see note 13), the directors believe the planned fundraising will raise sufficient funds and therefore they have a reasonable expectation that the company will have adequate resources to continue in operation for the next twelve months. Accordingly, the financial statements have been prepared on a going concern basis.
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and the provision of services in the ordinary course of the company's activities. Turnover is shown net of value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured; and it is probable that future economic benefits will flow to the entity.
Government grants are recognised based on the performance against the conditions in the grant taking due consideration of the time expected to complete the work. Judgement is exercised in assessing the stage of completion and the expected level of work required to complete the project.
ZEETTA NETWORKS LIMITED
Notes to the Accounts
for the year ended 31 December 2021
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into sterling at the rates prevailing on the reporting period date. Exchange gains and losses are taken to profit and loss and classified within administrative expenses.
The tax expense or credit for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible fixed assets and depreciation
Tangible fixed assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation.
The cost of tangible fixed assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation is charged so as to write off the cost of assets evenly over their estimated useful lives, as follows:
Fixtures & fittings
33% on cost
Computer equipment
33% on cost
Research and development costs
Research and development costs are written off to profit or loss in the year incurred.
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. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under hire purchase arrangements are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments or receipts are apportioned between finance costs or income (as applicable) in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability or debtor.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Trade debtors are recognised initially at the transaction price. They are subsequently measured less any provision for impairment. 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 receivables.
Trade creditors are recognised at the transaction price.
ZEETTA NETWORKS LIMITED
Notes to the Accounts
for the year ended 31 December 2021
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements. For convertible loan notes, the net proceeds received from the issue of the notes are split between a liability element and an equity component at the date of issue.
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method. The interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
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.
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 an employee benefit expense when they are due.
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using the Black Scholes method and is based on company specific observable market data, taking into account
the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based
on the number of awards that do meet the related service and non-market performance conditions at the vesting date.
As permitted by FRS102, these financial statements do not include any expense for share options which were issued prior to the period in which FRS102 was adopted for the first time (i.e. prior to 1 August 2016).
The costs of short-term employee benefits , including the cost of any unused holiday entitlement, are recognised in the period in which the employees' services are received.
ZEETTA NETWORKS LIMITED
Notes to the Accounts
for the year ended 31 December 2021
4
Tangible fixed assets
Plant & machinery
Computer equipment
Total
Cost or valuation
At cost
At cost
At 1 January 2021
9,403
143,438
152,841
At 31 December 2021
9,403
144,854
154,257
At 1 January 2021
9,097
125,145
134,242
Charge for the year
287
18,416
18,703
At 31 December 2021
9,384
143,561
152,945
At 31 December 2021
19
1,293
1,312
At 31 December 2020
306
18,293
18,599
Carrying values included above held under finance leases and hire purchase contracts:
£
£
5
Debtors: amounts falling due within one year
2021
2020
Accrued income and prepayments
166,026
498,684
Other debtors
355,908
248,070
6
Creditors: amounts falling due within one year
2021
2020
Obligations under finance leases and hire purchase contracts
-
1,776
Trade creditors
104,240
110,828
Taxes and social security
106,753
73,130
Other creditors
279,887
324,870
Deferred income
71,278
263,169
ZEETTA NETWORKS LIMITED
Notes to the Accounts
for the year ended 31 December 2021
7
Creditors: amounts falling due after more than one year
2021
2020
Bank loans
2,687,994
2,050,000
Most of the Loans and borrowings balance represent three tranches of convertible loan notes which
total £2m. The note for £500,000 issued in 2019 bears interest at a rate of 1% per month. During 2020,
notes were issued for £500,000 and £1m which bear interest at 1% per month and 12% per annum
respectively. In 2021, further notes were issued for £640,000, which bear interest at 1% per month and 12% per annum respectively.
Allotted, called up and fully paid:
107,698 Ordinary shares of £0.0001 each
10.76
10.76
281,801 Preference shares of £0.0001 each
28.18
21.14
Shares issued during the period:
70,345 Preference shares of £0.0001 each
7.03
9
Operating lease commitments
2021
2020
At 31 December 2021 the company has total minimum future payment commitments under non-cancellable operating leases as follows:
Operating leases expiring:
Within two to five years
-
47,000
10
Transactions with related parties
Included with Loans and Borrowings, and accruals, are amounts of £1.5m and £156,233 respectively owed to a shareholder. The latter amount relates to accrued but unpaid loan interest. Of the principal of £1.5m, £1m was issued during the year under review. £1,000,000 was converted into equity on 31 March 2021.
On 26 February 2021 the company issued £640,000 of convertible notes to existing shareholders.
11
Average number of employees
During the year the average number of employees was 27 (2020: 26).
