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Registered number: 05960749
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ZAPMAP LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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ZAPMAP LIMITED
REGISTERED NUMBER:05960749
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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NET CURRENT (LIABILITIES)/ASSETS
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared 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 financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 13 form part of these financial statements.
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ZAPMAP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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The notes on pages 3 to 13 form part of these financial statements.
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Page 2
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Zapmap Limited is a company limited by shares and incorporated in England and Wales. The registered office is 33 Colston Avenue, Bristol, BS1 4UA.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
The Directors assess whether the use of the going concern basis of preparation of the accounts is appropriate, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The Directors make this assessment in respect of a period of 12 months from the date of approval of the financial statements.
During the year ended 31 December 2023 the company made a loss of £4,664k and as at 31 December 2023 has net current liabilities of £384k, and net assets, excluding preference shares and accumulated dividends treated as debt, of £1,737k (reported net liabilities of £8,682k). The financial results for the year ended 31 December 2024 will show continued trading losses. In 2024 the company has been successful in obtaining additional funding of £1,700k in convertible loan notes from supportive existing shareholders, which has provided the necessary liquidity to continue trading. The convertible loan notes are secured by way of a debenture.
Zapmap Limited is an investor backed business, and the Directors expect to secure further investment in the next 6 months that will fund the company through to a cash neutral position, bolstered by revenue growth driven by the expanding EV market, and new strategic partnerships. At the time of reporting, the anticipated further investment is not committed, and for the purpose of going concern cannot be included in the Directors’ forecasts.
The Directors have prepared forecasts that show the company is able to realise its assets and settle its liabilities as they fall due in the normal course of business, within its available facilities, for a period of at least 12 months from the date of approval of these financial statements.
The Directors are of the opinion that the company will continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements. However, in making this assessment the Directors have made a significant assumption; either that additional funds are received within the timeline expected, or that that the company’s forecast revenue growth and cost savings targets are achieved to enable the company to generate positive operating cash flows to trade within its existing facilities.
The financial statements are prepared on a going concern basis, and as such do not reflect the adjustments that would be necessary should the ability of the company to trade be jeopardised due to a material issue with the assumptions not being achieved. As such there is a material uncertainty related to events or conditions that may cast a significant doubt on the company’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. However, the Directors believe that, taken as a whole, the factors described above enable the company to continue as a going concern for the foreseeable future.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
DEFINED CONTRIBUTION PENSION PLAN
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.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following bases.
Depreciation is provided on the following basis:
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 the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
Financial instruments are recognised in the Company's Statement of financial position 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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In the application of the Company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The critical judgments and sources of estimation uncertainty made by management that have a significant
effect on the amounts recognised in the financial statements are described below.
Critical judgements
Convertible debt
The redeemable preference shares are compound financial instruments that include both debt and equity elements. In valuing the liability component of the Company's convertible preference shares, management must make judgements regarding the discount rate, expected maturity date of the preference shares, and equity value at the date of conversion. Management have considered available market data to make this assessment and concluded that the equity element is immaterial and therefore all redeemable preference shares are classified as debt. The preference share dividends are recorded within interest payable and similar charges.
Depreciation rates
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Key sources of estimation uncertainty
Impairment of fixed assets
The company determines whether there are indicators of impairment of tangible and intangible 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 that unit.
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Cost of defined contribution scheme
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The average monthly number of employees, including directors, during the year was 66 (2022: 44).
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Page 8
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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Page 9
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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Prepayments and accrued income
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CASH AND CASH EQUIVALENTS
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Other taxation and social security
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Accruals and deferred income
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Share capital treated as debt
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Share premium treated as debt
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See note 11 for details of the share capital and share premium treated as debt.
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Page 11
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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SHARES CLASSIFIED AS EQUITY
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ALLOTTED, CALLED UP AND FULLY PAID
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873,613 (2022: 873,613) A Ordinary shares of £0.001 each
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877,115 (2022: 877,115) C Ordinary shares of £0.001 each
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SHARES CLASSIFIED AS DEBT
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ALLOTTED, CALLED UP AND FULLY PAID
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1,150,298 (2021: Nil1,150,000) Preference shares of £0.001 each
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The Preference shares are redeemable for C Ordinary shares on the occurrence of certain future events.
The Preference shares carry the right to a cumulative fixed, preferential dividend of 9% per annum. Dividends are payable when there are sufficient available profits to do so, or on the occurrence of certain future events.
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Share premium account
The share premium account represents the consideration paid in respect of shares issued, over and above that of the nominal value.
Profit and loss account
The profit and loss account represents accumulated profits and losses.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £153,782 (2022: £52,859). Contributions totalling £32,804 (2022: £21,039) were payable to the fund at the reporting date and are included in other creditors.
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COMMITMENTS UNDER OPERATING LEASES
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The Company had no commitments under non-cancellable operating leases at the reporting date.
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Page 12
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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RELATED PARTY TRANSACTIONS
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During the year dividends accrued on the preference share capital totalling £973,203, and is included in accruals and deferred income.
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POST BALANCE SHEET EVENTS
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In June 2024 the company has been successful in obtaining additional funding of £1,700k in convertible loan notes from supportive existing shareholders.
There is no controlling party.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that during the year ended 31 December 2023 the company made a loss of £4,664k and as at 31 December 2023 has net current liabilities of £384k, and net liabilities of £8,682k, and that the financial results for the year ended 31 December 2024 will show continued trading losses. The material uncertainty in relation to going concern centres two key matters; firstly whether the company can raise additional investment within the required timeline to continue its current rate of cash consumption, and secondly in the event that the company cannot raise additional investment that it can achieve its revenue growth and cost savings targets to enable the company to generate positive operating cash flows to trade within its existing facilities. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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The audit report was signed on 19 September 2024 by Ria Burridge FCCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.
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