Registered number: 12698240
EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The director present their strategic report for Expian Limited, formerly Ticknovate Limited (‘Expian’, the ‘company’, the ‘business’, ‘we’, ‘us’, ‘our’) for the year 31 December 2022.
Expian is a leading provider of a cloud based Enterprise ticketing platform for experience centric organisations with a clear path to becoming the operating system for the Experience market. Our broad and feature rich platform has enables us to deliver our solution to Enterprises in the UK and the Nordic region.
We are addressing the challenge with versatile and complex ticketing processes. By offering a highly modular, flexible and extensible platform, we can provide powerful functionalities. This enables businesses to offer highly customisable customer experiences and in doing so monetise every step of the customer journey, whilst harnessing new revenue opportunities.
The business is providing a Software as a Service (SaaS) model and has invested in a differentiating platform by developing a technological leadership for the initial focused sectors (within the Experience market), such as Tours, Attractions, Activities and Ferries (TAA&F).
The business environment for Expian was challenging during the pandemic since the TAA&F (Tours, Attractions, Activities and Ferries) sector declined 78% in 2020. However, the 2019 gross booking revenues is expected to be surpassed in 2024 at a CAGR of 11% and reach an approximate 270 billion USD market value. The global Experience market is estimated to ~$1.6 trillion USD where TAA&F is the third-largest sector and represents ~15-20% of the total market.
The post-pandemic market recovery has been very uneven. Certain regions and some sectors have rebounded much faster than other markets and segments. We can however notice changes in shopping and booking behaviour that is now fuelling a boom within the TAA&F sector. The end customers want to make up for time lost during the pandemic, seeing and experiencing as much as possible on their trips. The pent-up need for experiences and shifts in end-customer behaviour in combination with the acceleration of digitalisation, automations and integrations as well as AI (artificial intelligence) are the main growth drivers for Experience market the next couple of years.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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Summary of Expian's performance, 2021-2022 (twelve months ended 31 December).
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Subscription services (Live ARR)
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Growth, Subscription services (Live ARR)
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Gross Profit, Subscription services, %
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Gross Profit, Professional services, %
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Product development expenditure
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Sales and marketing expenditure
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The total revenues increased by £151.7k to £590.6k in 2022 where the Subscription services (Live ARR) increased by 123% to £208.2k.
The gross profit for both subscription services and for professional services decreased during 2022 due to increased customer success (account management) and customisation costs involved in adapting our solutions to the needs of new business sectors including events and attractions.
Product development increased to £1,310.8k (+62%, YoY) due to efforts to develop a differentiating platform and technological leadership for the focused sectors. During 2022, the business has reached product maturity for Attractions and Short Sea ferries sectors meaning that the platform features all the necessary out of the box functionality to support the ticketing requirements of mid to large sized organisations in those sectors. As a result, the costs and timelines involved in activating newly acquired clients have been significantly reduced.
The sales and marketing has historically been an underinvested area. During 2022 the business has gradually increased to £171.6k (+386%, YoY). Expian is currently addressing and offering its platform to larger enterprises, which often involves complex and longer sales cycles.
EBITDA decreased to £-1,606.8k despite the increased turnover and gross profit. This is due to the current focus to develop a differentiating platform and technological leadership for Enterprises in focused sectors as well as gradual increase in our sales and marketing efforts.
The company is continuously following and reporting financial and non-financial performance indicators (SaaS unit of economics). These are reported monthly to the board and are forecasted to the end of the reporting period.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Expian is striving to develop, offer and deliver a market leading operating system for Enterprises within the Experience market, by constant development of our software product capability, in terms of functionality, reach, impact, operational efficiencies, performance and security. Efforts that will increase the business gross margin for the subscription services as well as ensure that we leverage our leading technological platform for focused and new sectors within the Experience market.
To be able to offer a leading operating system we will also develop integrations with business critical applications as well as partnerships programs with key suppliers and stakeholders. The business will also continue invest in sales and marketing and gradually expand to other regions outside the UK and the Nordics.
Principal risks and uncertainties
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As a software technology provider, we are exposed to security risks. Similarly, as a fast-growing company we are more exposed to risks arising from staff recruitment, development and retention. We have policies and procedures in place to manage these exposures, which we continually review and adapt to meet emerging threats and business need.
As an early stage technology company, the company’s financial risk are continuously monitored. This includes securing adequate funding from its current investors to allow the company to invest and develop its business according to its strategic plan. The company’s current investors include Turret Oy Ab, a family-owned investment company based in Finland and ABC Leisure Investments Ltd, a family-owned investment company based in UK. Both investors are financially solid, has a track record of working with early-stage growth companies and is supportive of the company’s development. The company has not required to seek any external growth funding, other from its current investors.
The company is governed by the board of directors, which is striving for high governance standards, including well documented and approved meetings minutes and recorded formal decisions. The CEO reports to the board of directors and is responsible for managing the daily business and operations of the company. The board is meeting regularly, reviewing business updates, financial reports, and general progress of the company, as prepared and presented by the CEO and the management. The company board has met 12 times during 2022, either in the London based head office, or via video conference.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Section 172(1) Statement - Directors' duty to promote the success of the Company
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In the decisions taken during the year ended 31 December 2022 the directors have acted in good faith and in a way that they consider would be most likely to promote the success of the company. In making decisions concerning the business, the directors consider a variety of matters including the interest of various stakeholders, the consequences of their decisions in the short and long term and the overarching reputation of the company. We also strive to make a positive contribution to the environment. Our employees are the cornerstone of the company’s success.
Post COVID-19, after reviewing the needs of the employees, the directors approved a work from home policy that allows employees to work from home four out of five days a week. This is to ensure employees feel comfortable and safe in the post COVID-19 would but still maintain a social element within the company. The directors have regular meetings to review and implement updated policies and procedures to provide a safe working environment and to ensure collaboration across departments.
We strive to maintain an inclusive environment that values and leverages the uniqueness of each employee to the benefit of all our stakeholders. We view the combination of diverse perspectives and backgrounds as a powerful force for innovation. To promote diversity, we emphasize dignity, value, and equality of all employees, regardless of race, ethnicity, religion, age, gender or sexual orientation. We strive to cultivate a climate that permits all our employees to bring their authentic selves to work. We value all our suppliers and have multi-year contracts in place with our key suppliers. The directors believe it is fundamental to nurture the relationship with our customers. We engage with them through different channels and events. The Company tried to understand the needs and concerns of our customers during the COVID-19 and after the pandemic to minimise any disruption and meet their new needs. We utilised specific online tools to improve the customer experience and we supported the customer service team to make sure we responded to customer requests promptly and efficiently.
The directors make sure they regularly update the shareholder about the performance and any key facts about the Company. The shareholder is also directly represented on the board. The Company is committed to being a responsible business. The board recognises its responsibility to the environment and to the people who work for the Company and its supply chain. Each year the directors undertake a review of the company strategy regarding environmental impact. We aim to give back to the communities where we live and work, and believe that this commitment supports our efforts to attract and retain employees. We offer a charitable matching program, paid volunteer time each year, and other events supporting donations and other charitable causes. In addition to this, the company actively seeks out environmentally friendly carriers to integrate into our offerings to customers.
We expect our officers, directors and employees to adhere to principles of professional and ethical conduct and have established a Code of Business and Ethical Conduct (the ‘Code’) applicable to all such persons. The Code requires honest and ethical conduct, prohibits misuse of one’s position or company resources employed or entrusted to them, and mandates prompt internal reporting of Code violations and suspected illegal, unethical or otherwise dishonest activities.
This report was approved by the board and signed on its behalf.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
REGISTERED NUMBER: 12698240
BALANCE SHEET
AS AT 31 DECEMBER 2022
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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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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
REGISTERED NUMBER: 12698240
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
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 profit and loss account 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 8 to 16 form part of these financial statements.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Comprehensive income for the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 8 to 16 form part of these financial statements.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Expian Ltd is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The company's registered number is 12698240 and the registered office address is 8/12 Camden High Street, 5th Floor, London, England, NW1 0JH.
The company was known as Ticknovate Limited during the year, up to September 2023.
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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The accounts have continued to be prepared on a going concern basis and deem this appropriate. The company is supported by its directors and shareholders who have provided short term working capital and will not look for repayment of funds until the company is in a financial position to do so. The company does not consider that a material uncertainty about its going concern status currently exists. In making this assessment the directors have considered the likely trading conditions for a period of twelve months from the date of our approval of these accounts.
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Foreign currency translation
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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 Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 straight-line method.
The estimated useful lives range as follows:
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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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Company only enters into basic financial instrument 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, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, the directors have had to make the following judgments:
Determine whether there are indicators of impairments of the company's 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.
Consideration of the recoverability of debtors and accrued income
Due to the current economic circumstances this has a greater level of uncertainty than at other times. The directors have reviewed the balances in detail and based on the information available to them nothing has indicated that the balances will not be recoverable.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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The average monthly number of employees, including directors, during the year was 7 (2021 - 6).
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Charge for the year on owned assets
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Charge for the year on owned assets
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Prepayments and accrued income
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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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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The bank loan is secured by a fixed and floating charge over all assets.
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The company has tax losses carried forward of £1,820,449 (2021: £541,777), which could be offset against future trading profits. No deferred tax asset is recognised for tax losses carried forward due to uncertainities in forecasting future taxable profits.
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Allotted, called up and fully paid
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1,625,000 Ordinary A Shares shares of €1.00 each
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875,000 Ordinary B Shares shares of €1.00 each
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Allotted, called up and partly paid
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125,000 Ordinary C Shares shares of €1.00 each
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During the year Expian Limited issued 125,000 Ordinary C Shares with a nominal value of €1.00 each.
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EXPIAN LTD
(FORMALLY KNOWN AS TICKNOVATE LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 £24,884 (2021: £14,556). Contributions totalling £3,222 (2021: £2,435) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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During the year Digitalist UK Limited, a company with common shareholders, recharged office costs £13,193 (2021: £63,297) to Expian Limited and invoiced customers £270,000 (2021: £360,000) on behalf of Expian Limited. At the year end £0 was due to (2021: £4,254 due to) Digitalist UK Limited in respect of these.
During the year Digitalist Group plc, a company with common shareholders, recharged costs of £3,517 (2021: £1,075) to Expian Limited. There was balance of £0 outstanding at the year end (2021: £0) in respect of these.
During the year Digitalist Finland, a company with common shareholders, recharged costs of £7,978 (2021: £45,082) to Expian Limited. At the year end a balance of £0 (2021: £3,359) remained outstanding.
The company received loans throughout the year totalling £210,000 (2021: £35,000) from a director. The company repaid £35,000 during the year. This loan attracts annual interest of 3% and at the year end the balance outstanding was £214,025 (2021: £35,350).
The company received loans throughout the year totalling £390,000 (2021: £65,000) from its parent company. The company repaid £65,000 during the year. The loan attracts interest at the rate of EURIBOR 6-month with margin 3.0% calculated on the basis of the actual days elapsed. At the year end the balance oustanding was £400,152 (2021: £65,650).
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The ultimate controlling party is Turret Oy Ab, a company incorporated in Finland, at the registered office Keilaranta 15 B 02150 Espoo.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.
The audit report was signed on 31 October 2023 by Robert Anderson (Senior Statutory Auditor) on behalf of Streets Audit LLP.
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