REGISTERED NUMBER: 08406532 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Zapnito Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr J P Beer

Mr P Davidson

Mr C E Thiede

REGISTERED OFFICE:

66 Paul Street

London

EC2A 4NA

REGISTERED NUMBER:

08406532 (England and Wales)

ACCOUNTANTS:

Wilson Partners Limited

Chartered Accountants

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN

FIXED ASSETS

Tangible assets

4

139

1,511

CURRENT ASSETS

Debtors

5

2,310,127

2,664,251

Cash at bank

197,514

328,980

2,507,641

2,993,231

CREDITORS

Amounts falling due within one year

6

(1,698,105

)

(1,776,889

)

NET CURRENT ASSETS

809,536

1,216,342

TOTAL ASSETS LESS CURRENT LIABILITIES

809,675

1,217,853

CREDITORS

Amounts falling due after more than one year

7

(405,723

)

(653,072

)

NET ASSETS

403,952

564,781

CAPITAL AND RESERVES

Called up share capital

9

187

187

Share premium

6,440,484

6,440,484

Retained earnings

(6,036,719

)

(5,875,890

)

SHAREHOLDERS' FUNDS

403,952

564,781

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 4 June 2026 and were signed on its behalf by:

Mr J P Beer - Director

1.	STATUTORY INFORMATION

Zapnito Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

Significant judgements and estimates

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.

The company does not make significant estimates and assumptions concerning the future.

Turnover

Turnover is measured at the fair value of the consideration receivable, net of discounts, and value added tax. Turnover represents revenue from software licence fee income, support and maintenance income.

Turnover is recognised ratably over the period of the licence. Income not released to the profit and loss account is carried in the balance sheet in deferred revenue.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Tangible fixed assets are included at cost less depreciation and impairment.

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 13 (2024 - 22 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

and 31 December 2025

4,080

DEPRECIATION

At 1 January 2025

2,569

Charge for year

1,372

At 31 December 2025

3,941

NET BOOK VALUE

At 31 December 2025

139

At 31 December 2024

1,511

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

925,778

957,926

Other debtors

1,384,349

1,706,325

2,310,127

2,664,251

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans and overdrafts (see note 8)

226,638

232,111

Trade creditors

45,525

59,798

Taxation and social security

115,798

136,342

Other creditors

1,310,144

1,348,638

1,698,105

1,776,889

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans (see note 8)

405,723

653,072

8.

LOANS

An analysis of the maturity of loans is given below:

31.12.25

31.12.24

£

£

Amounts falling due within one year or on demand:

Bank loans

226,638

232,111

Amounts falling due between one and two years:

Bank loans - 1-2 years

222,222

227,146

Amounts falling due between two and five years:

Bank loans - 2-5 years

183,501

425,926

As at the balance sheet date the company held a bounce back loan which is due to be repaid in full by June 2026.

Additionally, the company has a loan that contains a fixed charge over the assets of the business. Interest is being charged on the loan at 12.5%.

A joint personal guarantee of £200,000 is provided by Mr C E Thiede and Mr J P Beer in favour of the loan.

Included within the loan numbers is a Bounce Back Loan of £4,416 and a GLIF Loan of £627,946.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1,180,312

Ordinary Shares

£0.0001

118

118

586,436

Ordinary A Shares

£0.0001

59

59

100,964

Deferred Shares

£0.0001

10

10

187

187

10.	ULTIMATE CONTROLLING PARTY

The controlling party is Octopus Apollo Vct Plc.