Company registration number 07079346 (England and Wales)
VEHERA LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
VEHERA LTD
CONTENTS
Page
Balance sheet
2
Notes to the financial statements
4 - 11
VEHERA LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors are responsible for preparing the annual report 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:

 

 

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.

VEHERA LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
1
1
Current assets
Debtors
6
37,514
437,646
Cash at bank and in hand
1,012,037
854,708
1,049,551
1,292,354
Creditors: amounts falling due within one year
7
(5,757,030)
(6,251,857)
Net current liabilities
(4,707,479)
(4,959,503)
Total assets less current liabilities
(4,707,478)
(4,959,502)
Creditors: amounts falling due after more than one year
8
(244,088)
(372,747)
Net liabilities
(4,951,566)
(5,332,249)
Capital and reserves
Called up share capital
10
2,266
2,266
Share premium account
11
5,318,461
5,318,461
Profit and loss reserves
13
(10,272,293)
(10,652,976)
Total equity
(4,951,566)
(5,332,249)

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 31 July 2024 and are signed on its behalf by:
Mr R Hale
Director
Company Registration No. 07079346
VEHERA LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 April 2022
2,266
5,318,461
-
(8,698,668)
(3,377,941)
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
-
-
(1,189,034)
(1,189,034)
Cash cancelled share based payments
-
-
(765,274)
-
0
(765,274)
Transfer of reserves
-
-
765,274
(765,274)
-
Balance at 31 December 2022
2,266
5,318,461
-
(10,652,976)
(5,332,249)
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
-
-
380,683
380,683
Balance at 31 December 2023
2,266
5,318,461
-
(10,272,293)
(4,951,566)
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information

Vehera Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 2 Minton Place, Victoria Road, Bicester, Oxfordshire, OX26 6QB. The business address is Second Floor, Unit 3, Mulgrave Chambers, 26-28 Mulgrave Road, Sutton, Surrey, SM2 6LE.

1.1
Reporting period

The company shortened the previous accounting period end by 3 months to the 31st December 2022 to align with its parent company. As such, the current year is not comparable to the previous period.

1.2
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.

The company has taken advantage of the exemption under section 402 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

At the time of approving the financial statements, the parent undertaking has confirmed their intention to continue providing financial support to the company to enable it to fulfil its financial obligations as and when they fall due for a period no less than 12 months after signing the financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. true

1.4
Turnover

Turnover consists of income derived from the normal operating activities of the company during the period, net of discounts and VAT.

Other income includes reimbursed administrative expenses from fellow group companies in the UK. Expenses are recharged in full and without a mark-up being applied.

 

Reimbursed expenses are shown net of VAT and other sales related taxes.

1.5
Fixed asset investments

Interests in subsidiaries 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.

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.

VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

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
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 DECEMBER 2023
- 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:

Year ended
Period ended
31 December
31 December
2023
2022
Number
Number
Total
-
0
6
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
1
1
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Storage Made Easy Limited
Second Floor, Unit 3 Mulgrave Chambers, 26-28 Mulgrave Road, Sutton, Surrey, United Kingdom, SM2 6LE
Dormant
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Storage Made Easy Limited
1
-
0
VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
-
0
117,151
Corporation tax recoverable
-
0
312,399
Other debtors
-
0
2,525
Prepayments and accrued income
37,514
5,571
37,514
437,646

At the reporting date the company had an unrecognised deferred tax asset totalling £1,107,024 (2022: £1,202,327) on tax losses.

7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
11,520
231,898
Amounts owed to group undertakings
5,463,910
5,427,388
Taxation and social security
77,065
98,629
Deferred income
148,749
462,570
Accruals
55,786
31,372
5,757,030
6,251,857

Amounts due to group undertakings are non-interest bearing, unsecured and repayable on demand.

8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Deferred income
244,088
372,747
9
Share-based payment transactions

During the previous period, all outstanding options were cancelled in lieu of cash bonuses. This amount was recognised in the share based payment reserve.

 

There were no options outstanding at the reporting date or the previous reporting date.

 

The company has not recognised or quantified the share based payment expense for any prior periods.

 

For prior periods, the company has also not disclosed information in respect of the number of options outstanding, granted, exercised, cancelled, and forfeited nor the inputs used to measure the fair value at the grant date.

VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
2,265,495
2,265,495
2,266
2,266
11
Share premium account
2023
2022
£
£
At the beginning and end of the year / period
5,318,461
5,318,461
12
Share based payment reserve
2023
2022
£
£
At the beginning of the year / period
-
-
Cash cancelled share based payments
-
(765,274)
Transfer to retained losses
-
765,274
At the end of the year / period
-
-
13
Profit and loss reserves
2023
2022
£
£
At the beginning of the year / period
(10,652,976)
(8,698,668)
Profit/(loss) for the year
380,683
(1,189,034)
Transfer from share based payment reserve
-
(765,274)
At the end of the year / period
(10,272,293)
(10,652,976)
14
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 auditor's report was qualified and the auditor reported as follows:

VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Audit report information
(Continued)
- 10 -

Qualified opinion on financial statements

We have audited the financial statements of Vehera Ltd (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet, the statement of changes in equity and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph the financial statements:

Basis for qualified opinion

The company was acquired during the prior period. As part of this transaction, consideration of £765,274 was allocated to the cancellation of share options held by employees in the prior period. We draw attention to the note entitled ‘Share-based payment transactions’ to the financial statements which omits disclosure information in respect of the comparative period regarding a detailed explanation of the scheme as well as specific disclosure of the number of options outstanding, granted, exercised, cancelled, and forfeited nor the inputs used to measure the fair value at the grant date of the comparative period.

 

The financial statements also omit adjustments in respect to the fair value of equity settled share-based payments determined at the grant date which should have been expensed on a straight-line basis over the vesting period.

 

While we have verified the existence of these share options in the prior period, we were unable to quantify their impact on the comparative financial statements in the absence of supporting information, consequently we were unable to determine whether any adjustment was necessary. Furthermore, we consider the disclosure included in the note entitled ‘Share-based payment transactions’ not to be in accordance with the disclosure requirements of FRS 102.

 

Our report is therefore qualified on the basis of being unable to quantify the value of share-based payments and their impact upon the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related note to the financial statements of the comparative period.

 

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 Auditor's 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 qualified opinion.

Senior Statutory Auditor:
Adam East ACA
Statutory Auditor:
Azets Audit Services.
15
Events after the reporting date

There were no significant events after the Balance Sheet date.

VEHERA LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
16
Related party transactions

The company has taken advantage of the exemption per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.

 

The consolidated financial statements of Nasuni Corporation can be obtained from the address given in note 17.

17
Parent company

During the prior period the entire share capital of the company was acquired by Nasuni Corporation, a company incorporated in the USA.

 

The ultimate controlling party is Nasuni Corporation.

 

The financial statements of the company are consolidated in the financial statements of Nasuni Corporation. These consolidated financial statements are available from its registered office: One Marina Park Drive, Boston, MA 02210, USA.

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