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REGISTERED NUMBER: 09368082 (England and Wales)










REPORT OF THE DIRECTORS AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

UENI LTD

UENI LTD (REGISTERED NUMBER: 09368082)






CONTENTS OF THE FINANCIAL STATEMENTS
For The Year Ended 31 DECEMBER 2022




Page

Company Information 1

Report of the Directors 2

Chartered Accountants' Report 3

Income Statement 4

Statement of Financial Position 5

Statement of Changes in Equity 6

Notes to the Financial Statements 7


UENI LTD

COMPANY INFORMATION
For The Year Ended 31 DECEMBER 2022







DIRECTORS: Mr A Pham Vu
Ms C A Telyan





REGISTERED OFFICE: 7 Bell Yard
Holborn
London
WC2A 2JR





REGISTERED NUMBER: 09368082 (England and Wales)





ACCOUNTANTS: AGK Partners
Chartered Accountants
1 Kings Avenue
London
N21 3NA

UENI LTD (REGISTERED NUMBER: 09368082)

REPORT OF THE DIRECTORS
For The Year Ended 31 DECEMBER 2022

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

PRINCIPAL ACTIVITY
The principal activity of the company continued to be that of providing marketing and advertising services to small businesses through tailored websites, social media pages and managed Google and Facebook ads.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

Mr A Pham Vu
Ms C A Telyan

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:





Mr A Pham Vu - Director


26 September 2023

CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS
ON THE UNAUDITED FINANCIAL STATEMENTS OF
UENI LTD


In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Ueni Ltd for the year ended 31 December 2022 which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Ueni Ltd, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Ueni Ltd and state those matters that we have agreed to state to the Board of Directors of Ueni Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Ueni Ltd and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Ueni Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Ueni Ltd. You consider that Ueni Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Ueni Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.






AGK Partners
Chartered Accountants
1 Kings Avenue
London
N21 3NA


26 September 2023

UENI LTD (REGISTERED NUMBER: 09368082)

INCOME STATEMENT
For The Year Ended 31 DECEMBER 2022

2022 2021
£    £   

REVENUE 4,257,177 1,422,782

Cost of sales 1,318,725 610,696
GROSS PROFIT 2,938,452 812,086

Administrative expenses 6,918,569 4,745,148
(3,980,117 ) (3,933,062 )

Other operating income - 100
(3,980,117 ) (3,932,962 )

Interest receivable and similar income 360 229
LOSS BEFORE TAXATION (3,979,757 ) (3,932,733 )

Tax on loss - (1,086,796 )
LOSS FOR THE FINANCIAL YEAR (3,979,757 ) (2,845,937 )

UENI LTD (REGISTERED NUMBER: 09368082)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 2,401 3,202
Property, plant and equipment 5 9,696 12,635
Investments 6 697 697
12,794 16,534

CURRENT ASSETS
Debtors 7 233,930 142,033
Cash at bank 602,620 3,863,705
836,550 4,005,738
CREDITORS
Amounts falling due within one year 8 954,915 441,404
NET CURRENT (LIABILITIES)/ASSETS (118,365 ) 3,564,334
TOTAL ASSETS LESS CURRENT
LIABILITIES

(105,571

)

3,580,868

CAPITAL AND RESERVES
Called up share capital 11 11
Share premium 24,737,827 24,737,827
Share based payment reserve 2,135,167 1,841,849
Retained earnings (26,978,576 ) (22,998,819 )
SHAREHOLDERS' FUNDS (105,571 ) 3,580,868

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 26 September 2023 and were signed on its behalf by:





Mr A Pham Vu - Director


UENI LTD (REGISTERED NUMBER: 09368082)

STATEMENT OF CHANGES IN EQUITY
For The Year Ended 31 DECEMBER 2022

Share
Called up based
share Retained Share payment Total
capital earnings premium reserve equity
£    £    £    £    £   

Balance at 1 January 2021 11 (20,152,882 ) 24,737,827 1,409,940 5,994,896

Changes in equity
Total comprehensive income - (2,845,937 ) - 431,909 (2,414,028 )
Balance at 31 December 2021 11 (22,998,819 ) 24,737,827 1,841,849 3,580,868

Changes in equity
Total comprehensive income - (3,979,757 ) - 293,318 (3,686,439 )
Balance at 31 December 2022 11 (26,978,576 ) 24,737,827 2,135,167 (105,571 )

UENI LTD (REGISTERED NUMBER: 09368082)

NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 31 DECEMBER 2022

1. STATUTORY INFORMATION

Ueni 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.

The presentation currency of the financial statements is the Pound Sterling (£).


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 have been prepared on a going concern basis as the directors are satisfied that the
company will have adequate resources to meet its liabilities to third parties as they fall due.

Preparation of consolidated financial statements
The financial statements contain information about Ueni Limited as an individual company and do not contain consolidated financial information as the parent of a group.

Significant judgements and estimates
In the application of the company's accounting policies, the director is 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 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.

The following judgments and estimates have had the most significant effects on the accounts recognised in these financial statements:

Share option charges
At the end of each financial period the directors' review options. As part of the review process, the number of options expected to vest at maturity are assessed and the share option charge is adjusted accordingly. The actual vesting of these options depends on future events and as such there is significant estimation uncertainty.

UENI LTD (REGISTERED NUMBER: 09368082)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 DECEMBER 2022

2. ACCOUNTING POLICIES - continued

Revenue
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business , and is shown net of VAT and other sales related taxes . The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods) , the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage
of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed .

Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably.

Amortisation 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:

Intellectual Property 10% on straight line basis

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:

Office equipment Over 3 years on a straight line basis
Computer equipment Over 3 years on a straight line basis

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.

UENI LTD (REGISTERED NUMBER: 09368082)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 DECEMBER 2022

2. ACCOUNTING POLICIES - continued

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company . Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long term interest and where the company has significant influence. The company considers that it has
significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities .

Financial instruments
Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss.

Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit and loss.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the statement of financial position 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.

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 are included in the profit and loss account for the period.

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.

UENI LTD (REGISTERED NUMBER: 09368082)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 DECEMBER 2022

2. ACCOUNTING POLICIES - continued

Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an option valuation model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Cash and cash equivalents
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.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2021 - 22 ) .

4. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 January 2022
and 31 December 2022 39,314
AMORTISATION
At 1 January 2022 36,112
Charge for year 801
At 31 December 2022 36,913
NET BOOK VALUE
At 31 December 2022 2,401
At 31 December 2021 3,202

UENI LTD (REGISTERED NUMBER: 09368082)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 DECEMBER 2022

5. PROPERTY, PLANT AND EQUIPMENT
Office Computer
equipment equipment Totals
£    £    £   
COST
At 1 January 2022 16,100 123,836 139,936
Additions - 1,409 1,409
At 31 December 2022 16,100 125,245 141,345
DEPRECIATION
At 1 January 2022 15,833 111,468 127,301
Charge for year 267 4,081 4,348
At 31 December 2022 16,100 115,549 131,649
NET BOOK VALUE
At 31 December 2022 - 9,696 9,696
At 31 December 2021 267 12,368 12,635

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2022
and 31 December 2022 697
NET BOOK VALUE
At 31 December 2022 697
At 31 December 2021 697

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

UENI s.r.o.
Registered office: K Fialce 1123/16, Praha 5
Nature of business:
%
Class of shares: holding
Ordinary 100.00

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade debtors 17,936 15,484
Other debtors 215,994 126,549
233,930 142,033

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade creditors 279,197 169,242
Taxation and social security 30,451 51,765
Other creditors 645,267 220,397
954,915 441,404

UENI LTD (REGISTERED NUMBER: 09368082)

NOTES TO THE FINANCIAL STATEMENTS - continued
For The Year Ended 31 DECEMBER 2022

9. PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £4,487 (2021: £6,207) were payable to the fund at the balance sheet date and are included in creditors.

10. RELATED PARTY DISCLOSURES

Included within creditors is an amount of £6,834 (2021: £6,834) owed to a director.

11. SHARE-BASED PAYMENT TRANSACTIONS

During the year the company had share-based payment arrangements as follows:

The company has share options in existence granting these under an approved EMI option plan and an
unapproved non-EMI plan.

All options granted have performance conditions relating to the relevant employee remaining in the employment of the company at exercise.

The vesting period for all options granted is 3 years with a contractual life of 10 years.

The table below represents the share options in force that are expected to be exercised:

Number of share options

20222021
NumberNumber
Outstanding at start of year 36,56139,382
Granted-1,617
Forfeited(520)(4,438)
Outstanding at the end of year36,04136,561

Vested during the year 3,6007,456


The options outstanding at 31 December 2022 had an exercise price of £0.001p, and a remaining contractual life of between 7 to 10 years.