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Registered number: 09994132









TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2023

 
TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)
REGISTERED NUMBER: 09994132

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

9 month period ended 2023
12 month period ended 2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
64,481
40,906

Cash at bank and in hand
  
3,677
29,299

  
68,158
70,205

Creditors: amounts falling due within one year
 5 
(97,563)
(85,266)

Net current liabilities
  
 
 
(29,405)
 
 
(15,061)

Total assets less current liabilities
  
(29,405)
(15,061)

  

Net liabilities
  
(29,405)
(15,061)


Capital and reserves
  

Called up share capital 
 6 
100
100

Profit and loss account
 7 
(29,505)
(15,161)

  
(29,405)
(15,061)


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 income and retained earnings 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: 




R A Liggero
Director

Date: 24 January 2025

The notes on pages 2 to 6 form part of these financial statements.
Page 1

 
TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2023

1.


General information

The principal activity of Teranode Limited (formerly Zero 32 Associates Limited) ("the Company") is providing management consultancy activities.
The company is a private limited company limited by shares and is incorporated in England and Wales. 
The Registered Office address is 28-30 Market Place, London, W1W 8AP. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. 
As at 31 December 2023, the Company had net current liabilities of £ 29,405. Subsequent to the year end the Company secured a long term loan facility from a fellow group company. 
The directors have reviewed group forecasts and budgets and are confident that with the long term loan facility the company has access to adequate resources to continue being in operation for the foreseeable future and that the going concern basis is appropriate  for the preparation of these financial statements. 

Page 2

 
TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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 profit or loss 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 Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

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.

 
2.5

Cash and cash equivalents

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.

Page 3

 
TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to and from related parties.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Income and Retained Earnings.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Page 4

 
TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2023

3.


Employees

The average monthly number of employees, including the directors, during the 9 month period was as follows:


        2023
        2023
            No.
            No.







Directors
2
4



Employees
-
1

2
5


4.


Debtors

2023
2023
£
£


Amounts owed by group undertakings
64,481
40,481

Other debtors
-
6

Tax recoverable
-
419

64,481
40,906


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


5.


Creditors: Amounts falling due within one year

2023
2023
£
£

Amounts owed to group undertakings
-
71,103

Other taxation and social security
-
1,563

Other creditors
83,703
-

Accruals and deferred income
13,860
12,600

97,563
85,266


Amounts owed to group undertakings were unsecured, interest free and repayable on demand.


Page 5

 
TERANODE LIMITED (FORMERLY ZERO 32 ASSOCIATES LTD)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2023

6.


Share capital

2023
2023
£
£
Allotted, called up and fully paid



100 (2022 - 100) Share Capital shares of £1.00 each
100
100



7.


Reserves

Profit and loss account

This represents cumulative profits & losses.


8.


Related party transactions

The Company has taken advantage of the exemption conferred by section 33.1A of FRS102 from the requirement to disclose transactions with other wholly owned group undertakings.
Included within other creditors are amounts £83,703 owed by an entity under common control.


9.


Post balance sheet events

Subsequent to the year end the company has signed a commitment to take on existing service agreements and employees from a company in which the ultimate beneficial owner is a minority shareholder.


10.


Controlling party

The immediate parent undertaking was TAAL Distributed Information Technologies, a company incorporated in Canada. The Registered Office and principle place of business is 181 Bay Street, Suite 4260, Toronto, Ontario, Canada. On 21 December 2023, Teranode Group AG acquired 100% of the shareholding in Teranode Limited and became the immediate parent undertaking. The registered office address is Aulestrasse 2, Vaduz, FL, 9490.
The ultimate controlling party is C Ayre.
Consolidated financial statements are prepared by the parent undertaking and are available from the above address. 

11.


Auditor's information

The auditor's report on the financial statements for the 9 month period ended 31 December 2023 was unqualified.

The audit report was signed on 24 January 2025 by Michael Wedge FCA (Senior Statutory Auditor) on behalf of BKL Audit LLP.

 
Page 6