Company registration number 11566936 (England and Wales)
NETACEA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
NETACEA LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
NETACEA LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
685
12,130
Tangible assets
5
48,230
105,503
48,915
117,633
Current assets
Debtors
6
3,907,144
3,530,481
Cash at bank and in hand
2,317,971
1,019,414
6,225,115
4,549,895
Creditors: amounts falling due within one year
7
(34,134,335)
(28,261,841)
Net current liabilities
(27,909,220)
(23,711,946)
Total assets less current liabilities
(27,860,305)
(23,594,313)
Creditors: amounts falling due after more than one year
8
(1,940,883)
-
0
Net liabilities
(29,801,188)
(23,594,313)
Capital and reserves
Called up share capital
10
1
1
Profit and loss reserves
(29,801,189)
(23,594,314)
Total equity
(29,801,188)
(23,594,313)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 1 August 2024 and are signed on its behalf by:
Mr M Bradley
Director
Company registration number 11566936 (England and Wales)
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information

Netacea Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 4.15 Department Bonded Warehouse, 18 Lower Byrom Street, Manchester, England, M3 7AP.

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the current year the Directors have represented the profit and loss account in order to separately disclose interest receivable and interest payable rather than include them in administrative expenses. Both periods have been presented in this manner consistently.

1.2
Going concern

The financial statements have been prepared on a going concern basis.

 

The Directors have prepared cash flow forecasts extending beyond August 2025. The base case forecasts shows a funding requirement starting in September 2024. The Company has reached an agreement in principle with the current investors to receive 2 tranches of funding over the next 12 months, with the first tranche to be received in September 2024. At the time of writing the funding is subject to legal clearances and is not yet guaranteed. The current investor has always been very supportive of the business and the Directors are extremely confident that the necessary funding will be received. The Directors believe that the Company has a unique product offering and position in an expanding market and so ongoing support from the investor is highly likely.

 

The Company operates in a dynamic market and has historically been loss-making. The Company has relied on the ongoing financial support of the principal investor; agreement in principle has been reached for further funding to be received over the next 12 months however this has yet to be finalised and there is a risk that if forecasts are not met then further funding will be required from the investor later in the year. The Directors are extremely confident that necessary funding will be received however as the Company is reliant on the additional funding being received, this indicates the existence of a material uncertainty which may cast significant doubt over the Company’s ability to continue as a going concern.

 

The Directors believe that any necessary funding will be forthcoming and therefore it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

1.3
Turnover

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.

 

Revenue from software product licence rentals is realised over the duration of the rental period.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
1.4
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; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Software Licenses
33% straight line
1.5
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Leasehold improvements
20% straight line
Fixtures and fittings
33% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since last reporting date.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

1.6
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.

1.7
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.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
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 payments 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. Amounts 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.

1.8
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.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
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.

1.10
Retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

 

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

1.11
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

 

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of trade debtors

Determine whether there are indicators of impairment of the company's amounts due from trade debtors. When assessing impairment of these amounts the factors taken into consideration include the financial position and expected future performance of those entities.

Impairment of tangible assets

Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of the unit.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
76
87
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
4
Intangible fixed assets
Software Licenses
£
Cost
At 1 April 2023 and 31 March 2024
61,239
Amortisation and impairment
At 1 April 2023
49,109
Amortisation charged for the year
11,445
At 31 March 2024
60,554
Carrying amount
At 31 March 2024
685
At 31 March 2023
12,130
5
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 April 2023
65,628
277,836
343,464
Additions
-
0
13,559
13,559
Disposals
(65,628)
(82,718)
(148,346)
At 31 March 2024
-
0
208,677
208,677
Depreciation and impairment
At 1 April 2023
43,497
194,464
237,961
Depreciation charged in the year
4,787
44,217
49,004
Eliminated in respect of disposals
(48,284)
(78,234)
(126,518)
At 31 March 2024
-
0
160,447
160,447
Carrying amount
At 31 March 2024
-
0
48,230
48,230
At 31 March 2023
22,131
83,372
105,503
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
576,605
517,456
Corporation tax recoverable
2,819,245
2,226,738
Other debtors
507,044
786,287
3,902,894
3,530,481
Deferred tax asset
4,250
-
0
3,907,144
3,530,481
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
436,161
319,287
Amounts owed to group undertakings
30,856,928
24,725,046
Taxation and social security
255,007
1,007,936
Other creditors
44,463
49,275
Accruals and deferred income
2,541,776
2,160,297
34,134,335
28,261,841

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

8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Deferred income
1,940,883
-
0
9
Retirement benefit schemes

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £44,463 (2023: £49,296) were payable to the fund at the reporting date and are included in creditors.

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditors report included a material uncertainty related to going concern, drawing attention to note 1.2 in the financial statements which indicates the Company is forecasting a funding shortfall within the next 12 months. The opinion was not modified in this respect.

Senior Statutory Auditor:
Chris Neale
Statutory Auditor:
BHP LLP
Date of audit report:
1 August 2024
12
Related party transactions

The company has taken advantage of the exemption available in S1AC.35 of FRS 102 section 1A whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary.

NETACEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
13
Parent company

The ultimate parent undertaking of the company is Netacea Group Limited, a company registered in England and Wales.

 

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

2024-03-312023-04-01false01 August 2024CCH SoftwareCCH Accounts Production 2024.100No description of principal activityThis audit opinion is unqualifiedMichael BradleyPatrick Alan ClarkeMercia Fund Management (Nominees) LimitedWillian Arthur ClarkRupert William CookGraeme Bernard CouturierVictoria Claire DimmickJeremy Charles GidlowGreg Stewartfalsefalse115669362023-04-012024-03-31115669362024-03-31115669362023-03-3111566936core:ComputerSoftware2024-03-3111566936core:ComputerSoftware2023-03-3111566936core:LeaseholdImprovements2024-03-3111566936core:FurnitureFittings2024-03-3111566936core:LeaseholdImprovements2023-03-3111566936core:FurnitureFittings2023-03-3111566936core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3111566936core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3111566936core:Non-currentFinancialInstrumentscore:AfterOneYear2024-03-3111566936core:Non-currentFinancialInstrumentscore:AfterOneYear2023-03-3111566936core:CurrentFinancialInstruments2024-03-3111566936core:CurrentFinancialInstruments2023-03-3111566936core:ShareCapital2024-03-3111566936core:ShareCapital2023-03-3111566936core:RetainedEarningsAccumulatedLosses2024-03-3111566936core:RetainedEarningsAccumulatedLosses2023-03-3111566936bus:Director12023-04-012024-03-3111566936core:IntangibleAssetsOtherThanGoodwill2023-04-012024-03-3111566936core:ComputerSoftware2023-04-012024-03-3111566936core:LeaseholdImprovements2023-04-012024-03-3111566936core:FurnitureFittings2023-04-012024-03-31115669362022-04-012023-03-3111566936core:ComputerSoftware2023-03-3111566936core:LeaseholdImprovements2023-03-3111566936core:FurnitureFittings2023-03-31115669362023-03-3111566936core:WithinOneYear2024-03-3111566936core:WithinOneYear2023-03-3111566936core:Non-currentFinancialInstruments12024-03-3111566936core:Non-currentFinancialInstruments12023-03-3111566936bus:PrivateLimitedCompanyLtd2023-04-012024-03-3111566936bus:SmallCompaniesRegimeForAccounts2023-04-012024-03-3111566936bus:FRS1022023-04-012024-03-3111566936bus:Audited2023-04-012024-03-3111566936bus:Director22023-04-012024-03-3111566936bus:Director32023-04-012024-03-3111566936bus:Director42023-04-012024-03-3111566936bus:Director52023-04-012024-03-3111566936bus:Director62023-04-012024-03-3111566936bus:Director72023-04-012024-03-3111566936bus:Director82023-04-012024-03-3111566936bus:Director92023-04-012024-03-3111566936bus:FullAccounts2023-04-012024-03-31xbrli:purexbrli:sharesiso4217:GBP