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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 the Company's ability to continue as a going concern and whether the going concern basis of accounting is appropriate. In doing so, the Directors consider whether there are any material uncertainties related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. The assessment covers a period of at least 12 months from the date of approval of these financial statements.
During the year ended 31 December 2025 the company made a loss of £3,478k and as at 31 December 2025 has net current liabilities of £3,995k, and net liabilities, excluding preference shares and accumulated dividends treated as debt, of £2,033k (reported net liabilities of £15,823k). The financial results for the year ended 31 December 2026 will show continued trading losses.
The Directors have submitted a plan to the Company’s shareholders to reach profitability, which includes a request for £1.8 million of additional funding together with an extension to the repayment date on the Company’s existing loan facility from its shareholders, which is currently due for repayment on 31 January 2027. The Company's shareholders have confirmed in writing their intention to provide this funding and support an extension of the existing shareholder loan facility, and discussions to agree the detailed terms are ongoing. At the date of approval of these financial statements, the proposed funding and extension of the existing loan facility have not been formally agreed or legally committed. Accordingly, a material uncertainty exists in relation to the Company's ability to obtain the funding and refinancing necessary to enable it to meet its obligations as they fall due.
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 for a period of at least 12 months from the date of approval of these financial statements, on the assumption that the funding described above is agreed and made available within the expected timeframe. As such, the financial statements are prepared on a going concern basis and do not reflect the adjustments that would be necessary should the Company’s ability to trade be jeopardised by this assumption not being achieved. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. If the proposed funding and facility extension are not secured, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the Directors believe that the Company will secure the proposed funding and facility extension and, accordingly, 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 2025
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.
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 2025
2.ACCOUNTING POLICIES (CONTINUED)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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:
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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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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 2025
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 2025
2.ACCOUNTING POLICIES (CONTINUED)
Where a convertible debt instrument is convertible into a fixed number of equity shares, the proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Statement of Financial Position.
The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.
The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.
Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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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
Redeemable preference shares
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.
Convertible loan notes
The company has issued convertible loan notes which include an option for the holder to convert the loan into equity at a future date. A key judgement was required to determine the appropriate classification of the instrument under FRS 102. As the conversion terms allow for multiple potential outcomes and the number of shares to be issued is not fixed, the instrument does not meet the conditions to be classified as equity or as a compound financial instrument. Accordingly, the loan notes have been classified in full as a financial liability, with no equity component recognised.
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.
Useful life of intangible assets
As described in note 2.10 to the financial statements, the Directors have determined the useful economic life of intangible fixed assets and are recognising a provision for amortisation based on this, which can be seen in note 5. The determination of useful economic life was taken on the basis of historical experience of residual values and useful lives of those assets.
Share Based Payment expenses
The company operates an equity settled share based payment scheme for certain employees. The fair value of share options granted is measured at the grant date. The valuation process requires management to make a number of assumptions about future conditions that are inherently uncertain. These assumptions include the expected volatility of the company’s share price, the expected life of the options, the risk free interest rate, and the likelihood of employees meeting the vesting conditions. These estimates involve significant judgement and are subject to change. Changes in these assumptions could materially affect the total share based payment expense recognised over the vesting period.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The average monthly number of employees, including directors, during the year was 53 (2024: 59).
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Charge for the year on owned assets
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Page 11
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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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 2025
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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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The accruals and deferred income balance is made up of accruals £567,726 (2024: £412,845), deferred income £687,428 (2024: £563,177) and accrued preference dividends £3,361,219 (2024: £2,408,680).
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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.
During the year, a new loan note agreement was entered into that amended the terms of the existing convertible loan note, including an extension of the settlement date to more than 12 months after the balance sheet date. In the prior year, the original loan notes were presented within current liabilities in accordance with their original terms, under which settlement was expected within 12 months of the prior balance sheet date.
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SHARES CLASSIFIED AS EQUITY
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ALLOTTED, CALLED UP AND FULLY PAID
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873,613 (2024: 873,613) A Ordinary shares of £0.001 each
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877,115 (2024: 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 (2024: 1,150,298) 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.
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The Company has a share option scheme for all employees. The company measures and recognises the compensation expense for the options based on the estimated fair value of the award on the grant date. The estimated fair value of the award is calculated using a Black Scholes model.
During the year, the share options were accelerate vested in anticipation of an acquisition of the entire share capital of the business. In accordance with FRS 102, the remaining unrecognised charge relating to these options was recognised immediately in the profit and loss account. The accelerated vesting resulted in an additional charge of £61,402 being recognised in the period (2024: £51,142).
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ZAPMAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 £136,229 (2024: £145,159). Contributions totalling £26,425 (2024: £24,363) 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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RELATED PARTY TRANSACTIONS
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During the year dividends accrued on the preference share capital totalling £952,539, and is included in accruals and deferred income.
During the year the Company received bridge loan funding of £600,000 and convertible loan note funding of £1,850,000 from Good Energy Group Limited, a shareholder. Total interest accrued on these facilities in the year amounted to £275,732 and is included in accruals and deferred income.
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The Directors are of the opinion that there is no ultimate controlling party of the Company.
The auditors' report on the financial statements for the year ended 31 December 2025 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 2025 the company made a loss of £3,478k and as at 31 December 2025 has net current liabilities of £3,995k, and net liabilities of £15,823k, and that the financial results for the year ended 31 December 2026 will show continued trading losses. As described in note 2.2, the Company requires additional funding from its shareholders and an extension to the repayment date of its existing shareholder loan facility, which is due for repayment on 31 January 2027, in order to meet its forecast cash requirements and liabilities as they fall due. At the date of approval of the financial statements, neither the proposed funding nor the loan extension have been formally agreed. These events and conditions, together with the other matters set out in note 2.2, indicate the existence of a material uncertainty 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 2 November 2026 by Matthew Haskell ACA (Senior Statutory Auditor) on behalf of Bishop Fleming Audit Limited.
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