Company registration number 07079346 (England and Wales)
VEHERA LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
PAGES FOR FILING WITH REGISTRAR
VEHERA LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
VEHERA LTD
BALANCE SHEET
AS AT
31 MARCH 2022
31 March 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
4
6,716
12,075
Current assets
Debtors
5
1,761,260
581,526
Cash at bank and in hand
634,357
480,846
2,395,617
1,062,372
Creditors: amounts falling due within one year
6
(5,778,998)
(3,106,596)
Net current liabilities
(3,383,381)
(2,044,224)
Total assets less current liabilities
(3,376,665)
(2,032,149)
Creditors: amounts falling due after more than one year
7
(46,068)
Provisions for liabilities
(1,276)
(2,294)
Net liabilities
(3,377,941)
(2,080,511)
Capital and reserves
Called up share capital
9
2,266
2,248
Share premium account
5,318,461
5,318,461
Profit and loss reserves
10
(8,698,668)
(7,401,220)
Total equity
(3,377,941)
(2,080,511)
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 year ended 31 March 2022 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 year 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.
VEHERA LTD
BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2022
31 March 2022
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 23 December 2022 and are signed on its behalf by:
Ms C Berardinelli
Director
Company Registration No. 07079346
VEHERA LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2020
2,248
5,318,461
(6,055,001)
(734,292)
Year ended 31 March 2021:
Loss and total comprehensive income for the year
-
-
(1,346,219)
(1,346,219)
Balance at 31 March 2021
2,248
5,318,461
(7,401,220)
(2,080,511)
Year ended 31 March 2022:
Loss and total comprehensive income for the year
-
-
(1,297,448)
(1,297,448)
Other movements
18
-
-
18
Balance at 31 March 2022
2,266
5,318,461
(8,698,668)
(3,377,941)
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
- 4 -
1
Accounting policies
Company information
Vehera Ltd is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Second Floor Unit 3, Mulgrave Chambers, 26-28 Mulgrave Road, Sutton, Surrey, SM2 6LE.
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
Turnover
Turnover consists of income derived from the normal operating activities of the company during the year, net of discounts and VAT.
1.3
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.
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:
Computers
33.33% on straight line
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
.
1.4
Cash at bank and in hand
Cash and cash equivalents
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.
1.5
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.
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 5 -
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.
1.6
Compound instruments
The component parts of compound instruments issued by the
company
are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.7
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 6 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
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.
1.10
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.
1.11
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.12
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
in the period
are included in profit or loss.
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 7 -
2
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 amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
11
12
4
Tangible fixed assets
Computers
£
Cost
At 1 April 2021
59,845
Additions
758
Disposals
(2,596)
At 31 March 2022
58,007
Depreciation and impairment
At 1 April 2021
47,770
Depreciation charged in the year
6,047
Eliminated in respect of disposals
(2,526)
At 31 March 2022
51,291
Carrying amount
At 31 March 2022
6,716
At 31 March 2021
12,075
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 8 -
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
1,410,781
178,064
Corporation tax recoverable
312,399
374,827
Other debtors
2,525
2,900
Prepayments and accrued income
35,555
25,735
1,761,260
581,526
6
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Convertible loans
8
4,374,077
2,593,134
Bank loans
3,932
Trade creditors
21,201
10,621
Taxation and social security
281,362
30,289
Deferred income
963,496
321,342
Other creditors
15,695
3,467
Accruals and deferred income
123,167
143,811
5,778,998
3,106,596
7
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Bank loans and overdrafts
46,068
8
Convertible loan notes
2022
2021
£
£
Liability component of convertible loan notes
4,374,077
2,593,134
The net proceeds received from the issue of the convertible loan notes have been treated as a financial liability.
The liability is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.
The effective rate of interest is 10.83%.
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 9 -
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
2,265,495
2,247,995
2,266
2,248
During the year 17,500 share options were exercised.
10
Profit and loss reserves
2022
2021
£
£
At the beginning of the year
(7,401,220)
(6,055,001)
Loss for the year
(1,297,448)
(1,346,219)
At the end of the year
(8,698,668)
(7,401,220)
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
11,989
12
Events after the reporting date
100% of the share capital of Vehera Ltd was acquired by Nasuni Corporation on 23
rd
June 2022.
13
Related party transactions
The directors of the company hold
shareholdings in the company. Their combined shareholding represents a minority interest.