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Registration number: 04077681

Prepared for the registrar

Enate Limited

Annual Report and Financial Statements

for the Year Ended 30 September 2024

 

Enate Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 9

 

Enate Limited

Company Information

Directors

Mr C M Cox

Mr J P Hall

Mr U Jose

Mr W J Thomas

Mr P J Williamson

Mr J G Viggars

Company secretary

Mr C M Cox

Registered office

167-169 Great Portland Street
5th Floor
London
W1W 5PF

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Enate Limited

(Registration number: 04077681)
Balance Sheet as at 30 September 2024

Note

2024
£

2023
£

Fixed assets

 

Tangible assets

4

8,500

11,483

Investments

5

981

981

 

9,481

12,464

Current assets

 

Debtors

6

594,595

319,983

Cash at bank and in hand

 

276,585

638,510

 

871,180

958,493

Creditors: Amounts falling due within one year

7

(2,759,162)

(2,573,359)

Net current liabilities

 

(1,887,982)

(1,614,866)

Total assets less current liabilities

 

(1,878,501)

(1,602,402)

Creditors: Amounts falling due after more than one year

7

(1,649,648)

(1,124,380)

Net liabilities

 

(3,528,149)

(2,726,782)

Capital and reserves

 

Called up share capital

8

4,856

4,856

Share premium reserve

6,309,792

6,309,792

Profit and loss account

(9,842,797)

(9,041,430)

Shareholders' deficit

 

(3,528,149)

(2,726,782)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 26 January 2025 and signed on its behalf by:
 


Mr C M Cox
Director

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
167-169 Great Portland Street
5th Floor
London
W1W 5PF

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Group accounts not prepared

The company has taken advantage of the exemption in section 398 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is a small group.

Going concern

The directors have reviewed a range of detailed financial forecasts prepared for the upcoming year, alongside the strategic plan, and are confident that Enate has sufficient resources and liquidity to continue meeting its liabilities as they fall due.

The business has demonstrated significant improvement over the past year, supported by a growing customer base and increasing revenue streams. Enate is financed through a combination of debt, equity, and retained earnings, with a business model that ensures non-discretionary spend is supported by predictable and repeatable revenue.

The directors have prepared forecasts through to 30 September 2026, reflecting sustained turnover growth and improved financial resilience. Building on this momentum, the company continues to explore options to accelerate growth and secure additional funding where necessary.

In light of these factors, the directors believe it remains appropriate to prepare the accounts on a going concern basis.

Critical accounting 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 amounts 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 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.
 

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Judgements

Management have made a significant judgement with regards to the share options in the period. The share based payment is £272,338 (2023 - £50,989).

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods and services provided, net of discounts and value added taxes. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Revenue from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Research and development

Research expenditure is written off to the profit and loss in the period in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied that it is probable that the expected future economic benefits attributable to the intangible asset created will flow to the company and the cost of the intangible asset can be measured reliably. Where these criteria are met, the expenditure is deferred and amortised over the period during which the company are expected to benefit.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of either reclaimable SMER&D relief or a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, computer equipment is depreciated over 2 years.

Investments

Investments in subsidiaries are measured at cost less any accumulated impairment losses.

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

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. The fair value determined at the grant date is expensed in the year, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.


Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.


Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 30 (2023 - 30).

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

4

Tangible assets

Computer equipment
£

Cost

At 1 October 2023

35,874

Additions

7,884

Disposals

(825)

At 30 September 2024

42,933

Depreciation

At 1 October 2023

24,391

Charge for the year

10,867

Eliminated on disposal

(825)

At 30 September 2024

34,433

Carrying amount

At 30 September 2024

8,500

At 30 September 2023

11,483

 

5

Investments

2024
£

2023
£

Investments in subsidiaries

981

981

The above investment relates to Enate Technologies Private (India) Ltd, a company incorporated in India that is the wholly owned subsidiary of Enate Ltd.

 

6

Debtors

Current

2024
£

2023
£

Trade debtors

242,613

7,955

Other debtors

192

25,013

Prepayments

56,580

117,860

Corporation tax asset

295,210

169,155

 

594,595

319,983

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

7

Creditors

Note

2024
£

2023
£

Due within one year

 

Loans and borrowings

144,601

643,019

Trade creditors

 

66,776

60,150

Amounts due to related parties

10

1,118,630

946,230

Taxation and social security

 

81,501

62,982

Accruals and deferred income

 

1,314,948

753,485

Other creditors

 

32,706

107,493

 

2,759,162

2,573,359

2024
£

2023
£

Due after one year

Loans and borrowings

1,649,648

1,124,380

Included within total loans and borrowings is £1,600,000 (2023 - £1,300,000) of convertible loan notes which are secured by a fixed charge over all of the assets of the company and a floating charge over all of the property or undertaking of the company. £Nil (2023 - £200,000) is due within one year, with the balance due in more than one year. Further detail is disclosed within note 11 to the accounts.

Additional borrowing of £144,601 (2023 - £443,019) relates to an unsecured finance creditor drawn down against the value of trade receivables.

Also included within total loans and borrowings is £49,648 (2023 - £49,648) of convertible loan notes which are unsecured. Further detail is disclosed within note 10 to the accounts.

 

8

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary shares of £0.01 each

345,357

3,454

345,357

3,454

A ordinary shares of £0.01 each

126,233

1,262

126,233

1,262

B ordinary shares of £0.01 each

14,025

140

14,025

140

 

485,615

4,856

485,615

4,856

A and B Ordinary shares rank pari passu to Ordinary shares except regarding the appointment of directors and in certain other limited circumstances such as insolvency, winding up of the company, material or persistent breach of agreements by either a Director or shareholder holding more than 5% of allotted share capital. In these limited circumstances the rights of A and B Ordinary shares are significantly enhanced.

 

Enate Limited

Notes to the Financial Statements for the Year Ended 30 September 2024

 

9

Share based payment

At the end of the year there were 132,483 options available for exercise (84,894 were vested and 47,589 unvested). During the year 77,126 options were issued, of which Nil were attached to convertible loan notes, as a result all were employee share options. Within the year 10,847 options were either forfeited or lapsed. Unvested options vest either before the sale of either the share capital of the company or substantially the whole of the business, two days before the tenth anniversary of the option being granted or where held for at least five years, immediately prior to the company issuing new shares. Employee share options are valued at fair value by at their grant date. If their terms and conditions are subsequently modified, any incremental fair value increase (but not decrease) is recognised at the point of modification. Options attached to convertible loans are valued by reference to compound instrument accounting treatment.

 

10

Related party transactions

In a prior years convertible loans of £1,349,648 were advanced to the company by the directors and connected persons. The loans are repayable upon demand and interest is incurred on £10,000 of the balance at 1.5%, £800,000 at 7.55% and £300,000 at 9.55% with the remaining loans being interest free. Interest was paid to the directors and connected persons in the year on these loans of £33,379 (2023 - £150).

During the year additional convertible loans totalling £500,000 were advanced to the company by the directors and connected persons. The loans are repayable as follows: £500,000 repayable on demand. Interest is incurred on £1,100,000 of the balance at a similar borrowings interest rate to the company's third party debt and on £500,000 of the loan at 2% above a similar borrowings interest rate. Interest was paid to the directors and connected persons in the year on these loans of £28,264.

As at 30 September 2024, the aggregate balance owed to the directors and connected persons was £1,649,908 (2023 - £1,349,908).

During the year purchases of £72,541 (2023 - £59,865) were made from related parties under common control. At the year end the company owed £1,200 (2023 - £1,200).

During the year sales of £846,672 (2023 - £709,454) and purchases of £1,143,777 (2023 - £1,373,739) in the usual course of business were made to / from the company's subsidiary. As at 30 September 2024, £400,038 (2023 - £418,731) of these sales were deferred. At the year end the company owed a net balance relating to these transactions of £1,209,134 (2023 - £946,230).

 

11

Audit report

The Independent Auditor's Report was unqualified, and included a material uncertainty in relation to going concern paragraph. The name of the Senior Statutory Auditor who signed the audit report on 27 January 2025 was Felicity Sang, who signed for and on behalf of Hazlewoods LLP.