Caseware UK (AP4) 2023.0.135 2023.0.135 2023-05-262023-05-264false2022-04-014falsefalse 06805506 2022-04-01 2023-03-31 06805506 2021-04-01 2022-03-31 06805506 2023-03-31 06805506 2022-03-31 06805506 2021-04-01 06805506 5 2022-04-01 2023-03-31 06805506 5 2021-04-01 2022-03-31 06805506 1 2022-04-01 2023-03-31 06805506 d:Exceptional 2022-04-01 2023-03-31 06805506 d:Exceptional 2021-04-01 2022-03-31 06805506 e:Director1 2022-04-01 2023-03-31 06805506 e:Director1 2023-03-31 06805506 e:Director3 2022-04-01 2023-03-31 06805506 e:Director3 2023-03-31 06805506 e:Director4 2022-04-01 2023-03-31 06805506 e:Director4 2023-03-31 06805506 e:RegisteredOffice 2022-04-01 2023-03-31 06805506 d:FurnitureFittings 2022-04-01 2023-03-31 06805506 d:FurnitureFittings 2023-03-31 06805506 d:FurnitureFittings 2022-03-31 06805506 d:FurnitureFittings d:OwnedOrFreeholdAssets 2022-04-01 2023-03-31 06805506 d:ComputerEquipment 2022-04-01 2023-03-31 06805506 d:ComputerEquipment 2023-03-31 06805506 d:ComputerEquipment 2022-03-31 06805506 d:ComputerEquipment d:OwnedOrFreeholdAssets 2022-04-01 2023-03-31 06805506 d:OtherPropertyPlantEquipment 2022-04-01 2023-03-31 06805506 d:OtherPropertyPlantEquipment 2023-03-31 06805506 d:OtherPropertyPlantEquipment 2022-03-31 06805506 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2022-04-01 2023-03-31 06805506 d:OwnedOrFreeholdAssets 2022-04-01 2023-03-31 06805506 d:CurrentFinancialInstruments 2023-03-31 06805506 d:CurrentFinancialInstruments 2022-03-31 06805506 d:Non-currentFinancialInstruments 2023-03-31 06805506 d:Non-currentFinancialInstruments 2022-03-31 06805506 d:CurrentFinancialInstruments d:WithinOneYear 2023-03-31 06805506 d:CurrentFinancialInstruments d:WithinOneYear 2022-03-31 06805506 d:ReportableOperatingSegment1 2022-04-01 2023-03-31 06805506 d:ReportableOperatingSegment1 2021-04-01 2022-03-31 06805506 d:ShareCapital 2023-03-31 06805506 d:ShareCapital 2022-03-31 06805506 d:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 06805506 d:RetainedEarningsAccumulatedLosses 2023-03-31 06805506 d:RetainedEarningsAccumulatedLosses d:PriorPeriodIncreaseDecrease 2022-04-01 2023-03-31 06805506 d:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 06805506 d:RetainedEarningsAccumulatedLosses 2022-03-31 06805506 d:RetainedEarningsAccumulatedLosses d:PriorPeriodIncreaseDecrease 2021-04-01 2022-03-31 06805506 d:RetainedEarningsAccumulatedLosses 2021-04-01 06805506 e:OrdinaryShareClass1 2022-04-01 2023-03-31 06805506 e:OrdinaryShareClass1 2023-03-31 06805506 e:OrdinaryShareClass1 2022-03-31 06805506 e:FRS102 2022-04-01 2023-03-31 06805506 e:Audited 2022-04-01 2023-03-31 06805506 e:FullAccounts 2022-04-01 2023-03-31 06805506 e:PrivateLimitedCompanyLtd 2022-04-01 2023-03-31 06805506 d:WithinOneYear 2023-03-31 06805506 d:WithinOneYear 2022-03-31 06805506 d:BetweenOneFiveYears 2023-03-31 06805506 d:BetweenOneFiveYears 2022-03-31 06805506 4 2022-04-01 2023-03-31 06805506 f:PoundSterling 2022-04-01 2023-03-31 iso4217:GBP xbrli:shares xbrli:pure


















Xenfin Capital Ltd
























Annual report and financial statements



For the year ended 31 March 2023



Registered number: 06805506

 
Xenfin Capital Ltd
 


Company Information


Directors
Andrew Cottrill (appointed 12 January 2023)
Patrick Lindsay (appointed 26 May 2023)




Registered number
06805506



Registered office
25 Green Street

London

W1K 7AX




Independent auditor
Buzzacott LLP
Statutory Auditor

130 Wood Street

London

EC2V 6DL





 
Xenfin Capital Ltd
 


Contents



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 5
Independent auditor's report
 
6 - 9
Statement of income and retained earnings
 
10
Statement of financial position
 
11
Statement of cash flows
 
12
Notes to the financial statements
 
13 - 22

 
Xenfin Capital Ltd
 


Strategic report
For the year ended 31 March 2023

Introduction
 
Xenfin Capital Ltd, a leading agency FX brokerage regulated by the Financial Conduct Authority (FCA), is pleased to present its strategic report for the financial year ended 31 March 2023.

Business review
 
Throughout the year, the Company has demonstrated resilience and adaptability in a dynamic financial landscape, achieving notable milestones and sustaining a consistent level of business.
The Company remains committed to providing unparalleled services to its clients, leveraging innovative technologies and strategic partnerships.

Principal risks and uncertainties
 
Despite the challenges posed by global economic uncertainties and regulatory changes, Xenfin Capital has successfully navigated the complex foreign exchange market.
Going concern
Following the change of control. Xenfin Capital is now implementing the revitalised business strategy that aims to position the company for sustained growth. This section outlines the key elements of Xenfin Capital’s new strategy and the fact that the company is operating as a going concern.
Strategic Vision
Under the new leadership and ownership structure, Xenfin Capital has a forward-looking strategic vision that prioritises maximising existing revenue streams and also building out new fee-generating offerings. The overarching goal is to strengthen the company's financial position by diversifying its product offerings, expanding market reach, and pursuing high-margin revenue streams. 
 
Diversification of Product Offerings
Recognising the dynamic nature of financial markets, Xenfin Capital is strategically diversifying its product offerings to better cater to evolving client needs. This includes the introduction of new innovative investment strategies, and tailored solutions to enhance the value proposition for clients via the introduction of a corporate advisory arm of the business which already has signed mandates that are generating fees for the business.
Market Expansion
The change in control has instigated a proactive approach to market expansion. Xenfin Capital is targeting new geographic regions and customer segments, leveraging its expertise to capture emerging opportunities. The company is committed to establishing a robust service offering to its clients and stakeholders.
Operational Excellence
Xenfin Capital is implementing streamlined processes, technological advancements, and updated risk management practices to ensure efficient operations. This focus on operations aims to enhance the overall client experience and drive recurring revenue.
Integration of Environmental, Social, and Governance (ESG) Principles
In response to the growing importance of ESG considerations in the financial industry, Xenfin Capital is integrating environmental, social, and governance principles into its business practices. This commitment reflects the company's dedication to responsible and sustainable investment practices, aligning with evolving societal and client-driven expectations.
 
Page 1

 
Xenfin Capital Ltd
 


Strategic report (continued)
For the year ended 31 March 2023

Principal risks and uncertainties (continued)
Risk Management and Compliance
The company places a heightened emphasis on robust risk management and compliance frameworks. Xenfin Capital is committed to upholding the highest standards of regulatory compliance, aligning its operations with industry best practices, and proactively managing risks to ensure the long-term stability of the organisation.
Stakeholder Communication and Transparency
In recognition of the significance of transparent communication, Xenfin Capital is enhancing its stakeholder engagement and disclosure practices. Regular and comprehensive communication with clients and regulators is integral to building trust and fostering a positive reputation in the financial services landscape.
Conclusion
In conclusion, Xenfin Capital’s post-change in control strategy embodies a commitment to responsible business practices and financial stability. The company's new direction is designed to create value for clients, generate sustainable returns, and grow the business.

Financial key performance indicators
 
The directors do not consider there to be any financial key performance indicators.

Other key performance indicators
 
Regulatory Compliance: Xenfin Capital Ltd maintains a strong commitment to regulatory compliance. The Company has rigorously adhered to FCA guidelines, ensuring the highest standards of transparency, integrity, and client protection.
Technological Innovation: Recognising the importance of technological advancements in the financial industry, Xenfin Capital Ltd has continued to invest in cutting-edge solutions. This has enhanced operational efficiency and positioned the Company as a market leader in delivering seamless trading experiences. 
Client Satisfaction: Xenfin Capital places a premium on client satisfaction. 
Risk Management: In a volatile market environment, Xenfin Capital has implemented robust risk management strategies to safeguard client interests and maintain the financial stability of the Company. 
Employee Development: The success of Xenfin Capital is driven by a talented and dedicated team. The Company is committed to fostering a culture of continuous learning and professional development, ensuring that its employees are equipped with the skills necessary to thrive in the ever-evolving financial landscape.
Directors' statement of compliance with duty to promote the success of the company
 
In accordance with section 172(1) of the Companies Act 2006, the Directors confirm that they have acted in the
way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its
members as a whole. The Directors have considered the interests of employees, customers, suppliers, and the
impact of the Company's operations on the community and the environment in making decisions during the year.


This report was approved by the board on 4 March 2024 and signed on its behalf by:



P Lindsay
Director
Page 2

 
Xenfin Capital Ltd
 
 

Directors' report
For the year ended 31 March 2023

The directors present their report and the financial statements of Xenfin Capital Limited ('the company') for the year ended 31 March 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the company is the provision of foreign exchange brokerage services.

Results and dividends

The loss for the year, after taxation, amounted to £1,243,796 (2022 - loss £2,312,616).

The directors did not pay or recommend a dividend during the year (2022 - £nil).

Directors

The directors who served during the year were:

Andrew Cottrill (appointed 12 January 2023)
Duncan MacInnes (resigned 26 May 2023)

Page 3

 
Xenfin Capital Ltd
 

Directors' report (continued)
For the year ended 31 March 2023

Future developments

Xenfin Capital's strategic objectives for the coming year include:
Expansion of Services:
 Explore opportunities to expand product and service offerings to meet the evolving needs of clients. 
Regulatory Adherence: Continue to uphold the highest standards of regulatory compliance, staying abreast of industry developments and proactively adapting to changes in the regulatory landscape. 
Technology Investment: Further investing in technology to enhance trading platforms, improve data security, and leverage emerging technologies such as artificial intelligence and blockchain. 
Market Positioning: Strengthen Xenfin Capital's position as a trusted partner in the FX brokerage industry through effective marketing and brand-building initiatives.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Post balance sheet events

Following the balance sheet date, several significant events have transpired affecting Xenfin Capital Ltd. Notably, on 9 January 2024, the FCA sanctioned the change in control application submitted by Arda Trade AG, a Swiss entity beneficially owned by Mr. John Bowers, initially filed on 24 August 2023. This acquisition was duly completed on 31 January 2024. 
As an integral part of finalising this transaction, Arda Trade AG augmented Xenfin Capital Ltd's shareholder capital from 280,000 shares in two separate tranches. The first tranche involved a direct investment of £500,000, increasing the shareholder capital by 500,000 shares. The subsequent tranche, resulting in an additional 799,975 shares, was facilitated through the conversion of a shareholder loan into equity. Consequently, the total issued share capital of Xenfin Capital Ltd has increased to 1,579,975 shares.
These developments, culminating in a substantial increase in shareholder capital and the strategic acquisition by Arda Trade AG, have positioned Xenfin Capital Ltd in a robust financial standing as it enters 2024.
These events are indicative of a strengthened capital base and potential for enhanced operational capacity and business performance.

Page 4

 
Xenfin Capital Ltd
 

Directors' report (continued)
For the year ended 31 March 2023


Auditor

The auditor, Buzzacott LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 4 March 2024 and signed on its behalf by:
 





P Lindsay
Director
Page 5

 
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Independent auditor's report to the members of Xenfin Capital Ltd
 For the year ended 31 March 2023

Opinion


We have audited the financial statements of Xenfin Capital Ltd ('the company') for the year ended 31 March 2023, which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of cash flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 
img3979.png 
 

Independent auditor's report to the members of Xenfin Capital Ltd (continued)
For the year ended 31 March 2023

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
img2e8a.png 
 

Independent auditor's report to the members of Xenfin Capital Ltd (continued)
For the year ended 31 March 2023

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

How the audit was considered capable of detecting irregularities including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, was as follows:
 
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including
knowledge specific to auditing foreign exchange brokerage businesses;
we made enquiries of management as to where they considered there was a susceptibility to fraud, and their
knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial
statements through discussions with management at the planning stage, and from our knowledge and experience of
foreign exchange brokerage businesses;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to
misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work on specific laws and regulations which we considered may have a direct material
effect on the financial statements or the operations of the company including the Companies Act 2006, The Financial
Services and Markets Act 2000, employment legislation, and taxation legislation.
 
We assessed the extent of compliance with the laws and regulations identified above through:

making enquiries of management; and
inspecting legal expenditure and correspondence throughout the year for any potential litigation or claims; and
considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws
and regulations.

To address the risk of fraud through management bias and override of controls, we:

determined the susceptibility of the company to management override of controls by checking the implementation of
controls and enquiring of individuals involved in the financial reporting process;
reviewed journal entries throughout the year to identify unusual transactions, particularly in relation to expenditure;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large
variances from the prior period;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias
on the part of the company's management;
carried out substantive testing to check the occurrence and cut-off of expenditure; and
tested the completeness of revenue by agreeing third party statements to entries in the nominal ledger.
 

Page 8

 
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Independent auditor's report to the members of Xenfin Capital Ltd (continued)
For the year ended 31 March 2023

Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risk and irregularities and non-compliance with laws and regulations, we designed procedures which
included:
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, the Financial Conduct Authority and the company's legal advisors.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jonathan West (Senior statutory auditor)
for and on behalf of
Buzzacott LLP
Statutory Auditor
130 Wood Street
London
EC2V 6DL

4 March 2024
Page 9

 
Xenfin Capital Ltd
 


Statement of income and retained earnings
For the year ended 31 March 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
3,532,492
2,475,195

Cost of sales
  
(2,676,098)
(1,486,465)

Gross profit
  
856,394
988,730

Administrative expenses
  
(1,104,297)
(1,204,761)

Exceptional administrative expenses
 11 
(1,279,460)
(2,098,375)

Other operating income
 5 
301,257
12,542

Operating loss
 6 
(1,226,106)
(2,301,864)

Interest payable and similar expenses
 10 
(17,690)
(10,752)

Loss before tax
  
(1,243,796)
(2,312,616)

Tax on loss
  
-
-

Loss after tax
  
(1,243,796)
(2,312,616)

Retained earnings
  

-  as previously stated
  
3,240,188
3,454,429

-  correction of a prior period error
  
(2,098,375)
-

Retained earnings at the beginning of the year (as restated)
  
1,141,813
3,454,429

  

Loss for the year
  
(1,243,796)
(2,312,616)

Retained earnings at the end of the year
  
(101,983)
1,141,813

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of income and retained earnings.

The notes on pages 13 to 22 form part of these financial statements.

Page 10

 
Xenfin Capital Ltd - Registered number:06805506


Statement of financial position
As at 31 March 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
31,033
-

  
31,033
-

Current assets
  

Debtors: amounts falling due after more than one year
 13 
43,987
90,045

Debtors: amounts falling due within one year
 13 
962,388
2,262,001

Cash at bank and in hand
 14 
510,573
693,323

  
1,516,948
3,045,369

Creditors: amounts falling due within one year
 15 
(1,369,964)
(1,623,556)

Net current assets
  
 
 
146,984
 
 
1,421,813

Total assets less current liabilities
  
178,017
1,421,813

  

Net assets
  
178,017
1,421,813


Capital and reserves
  

Called up share capital 
 16 
280,000
280,000

Profit and loss account
 17 
(101,983)
1,141,813

  
178,017
1,421,813


The financial statements were approved and authorised for issue by the board on 4 March 2024. and were signed on its behalf by:




P Lindsay
Director

The notes on pages 13 to 22 form part of these financial statements.

Page 11

 
Xenfin Capital Ltd
 


Statement of cash flows
For the year ended 31 March 2023

As restated
2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,243,796)
(2,312,616)

Adjustments for:

Depreciation of tangible assets
4,056
-

Impairment of Goodwill
-
2,098,375

Interest paid
17,690
10,752

Taxation charge
-
(34,099)

Decrease/(increase) in debtors
1,345,671
(168,830)

(Decrease)/increase in creditors
(253,983)
1,152,508

Net cash (used)/generated from operating activities

(130,362)
746,090


Cash flows from investing activities

Purchase of tangible fixed assets
(35,089)
-

Net cash from investing activities

(35,089)
-

Cash flows from financing activities

Repayment of loans
-
(543,636)

Interest paid
(17,690)
(10,752)

Net cash used in financing activities
(17,690)
(554,388)

Net (decrease)/increase in cash and cash equivalents
(183,141)
191,702

Cash and cash equivalents at beginning of year
693,323
501,621

Cash and cash equivalents at the end of year
510,182
693,323


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
510,573
693,323

Bank overdrafts
(391)
-

510,182
693,323


The notes on pages 13 to 22 form part of these financial statements.

Page 12

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

1.


General information

Xenfin Capital Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 25 Green Street, London, W1K 7AX.
The principal activity of the company was the provision of foreign exchange brokerage.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in
operational existence for the period of at least 12 months from the date of signing of these accounts. In
reaching this conclusion the directors have considered the following: Xenfin Capital Ltd has successfully undergone a change in control, which was duly approved by the Financial Conduct Authority (FCA). The new leadership brings a strategic vision and a well-formulated business plan aimed at enhancing Xenfin Capital’s market position and profitability. 
 
The management have conducted a thorough risk assessment, identifying mitigation strategies and contingency plans as part of the risk management process. Management view the change in control and revitalised business strategy as catalysts for growth.

 
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.

Page 13

 
Xenfin Capital Ltd
 

Notes to the financial statements
For the year ended 31 March 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised and measured in accordance with the spread mark-up earned based on the trades for finding a counter party in the appropriate market whom are wishing to assume the opposite position. Spread mark-up is earned when the trades are settled by the brokerage firm.
Revenue is recognised when it is probable that economic benefits associated with the transaction will flow to the company and the revenue can be measured reliably.

 
2.5

Operating leases: the company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

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.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Pensions

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.

 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
2.10

Tangible fixed assets

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.

Page 14

 
Xenfin Capital Ltd
 

Notes to the financial statements
For the year ended 31 March 2023

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

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.

Depreciation is provided on the following basis:

Fixtures and fittings
-
33%
straight line
Computer equipment
-
33%
straight line
Leasehold improvements
-
10%
straight line

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.

 
2.11

Debtors

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.

 
2.12

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.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

 
2.13

Creditors

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.

 
2.14

Financial instruments

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. 

Page 15

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies, the director is 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 experiences 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Foreign exchange brokerage
3,532,492
2,475,195

3,532,492
2,475,195


All turnover arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Other operating income
301,257
12,542

301,257
12,542



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
(38,796)
7,789

Other operating lease rentals
187,672
172,860

Page 16

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

7.


Auditor's remuneration

During the year, the company obtained the following services from the company's auditor and its associates:


2023
2022
£
£

Fees payable to the company's auditor and its associates for the audit of the company's financial statements
17,000
9,750

Fees payable to the company's auditor and its associates in respect of:

Other services
2,000
-


Auditor’s remuneration for the year ended 31 March 2022 relates to remuneration paid to the previous auditor of the company.





8.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
352,158
435,766

Social security costs
44,907
54,467

Cost of defined contribution scheme
5,201
6,366

402,266
496,599


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Sales, administration and development
4
4

Page 17

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
68,333
-

Company contributions to defined contribution pension schemes
1,284
-

69,617
-


During the year retirement benefits were accruing to no directors (2022 -  nil) in respect of defined contribution pension schemes.


10.


Interest payable and similar expenses

2023
2022
£
£


Other interest payable
17,690
10,752

17,690
10,752


11.


Exceptional items

2023
2022
£
£


Goodwill impairment
-
2,098,375

Amounts owed by group impairment
1,279,460
-

1,279,460
2,098,375

Page 18

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

12.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Leasehold improvements
Total

£
£
£
£



Cost or valuation


At 1 April 2022
45,222
325,354
180,780
551,356


Additions
689
32,454
1,946
35,089



At 31 March 2023

45,911
357,808
182,726
586,445



Depreciation


At 1 April 2022
45,222
325,354
180,780
551,356


Charge for the year
38
3,984
34
4,056



At 31 March 2023

45,260
329,338
180,814
555,412



Net book value



At 31 March 2023
651
28,470
1,912
31,033



At 31 March 2022
-
-
-
-


13.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
43,987
90,045

43,987
90,045


2023
2022
£
£

Due within one year

Trade debtors
1,263
-

Amounts owed by group undertakings
904,462
2,200,640

Other debtors
16,627
-

Prepayments and accrued income
40,036
61,361

962,388
2,262,001


Page 19

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

14.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
510,573
693,323

Less: bank overdrafts
(391)
-

510,182
693,323



15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank overdrafts
391
-

Trade creditors
324,247
330,015

Amounts owed to group undertakings
940,093
811,941

Other taxation and social security
18,978
407,595

Other creditors
51,692
5,875

Accruals and deferred income
34,563
68,130

1,369,964
1,623,556



16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



280,000 (2022 - 280,000) Ordinary Share Capital fully paid shares of £1.00 each
280,000
280,000



17.


Reserves

Profit and loss account

The profit and loss account includes all current and prior periods' retained earnings.

Page 20

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

18.


Prior year adjustment

In the financial statements for the year ended 31 March 2022, Goodwill totalled £1,798,607. Goodwill related to an asset purchase agreement dated September 2014. This was to be amortised over 10 years. Goodwill was reassessed by management and determined to have a value of £nil as at 31 March 2022. As a result of this, an impairment charge of £2,098,375 has been recognised increasing administrative expenses. The amortisation charge of £299,768 has been reversed resulting in the net increase in administrative expenses of £1,798,607 for the year ended 31 March 2022. Correspondingly, the net book value of Goodwill for the year ended 31 March 2022, has decreased from £1,798,607 to £nil.


19.


Contingent liabilities

There were no contingent liabilities at 31 March 2023 or 31 March 2022.


20.


Capital commitments

The company had no capital commitments at 31 March 2023 or 31 March 2022.




21.


Commitments under operating leases

At 31 March 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
88,044
172,860

Later than 1 year and not later than 5 years
83,290
-

171,334
172,860


22.


Related party transactions

During the year, the company provided a loan of £155,000 (2022 - £nil) to a company under common control, this loan was repaid in full in the year, and no amount was outstanding as at 31 March 2023.
During the year, the company received management fees of £138,961 (2022 - £nil) from a company under common control. No amount was outstanding as at 31 March 2023.
The company has taken advantage of the exemptions available under FRS 102 regarding transactions with
entities that are part of the group headed by Xenfin Holdings Limited, on the grounds that all subsidiary undertakings which are party to such transactions are wholly owned members of the group.
Key management personnel compensation
Key management personnel compensation during the year totalled £69,617 (2022 - £101,651)

Page 21

 
Xenfin Capital Ltd
 
 

Notes to the financial statements
For the year ended 31 March 2023

23.


Post balance sheet events

Following the balance sheet date, Arda Trade AG, acquired the company on 31 January 2024. 
As an integral part of finalising this transaction, Arda Trade AG augmented the company's shareholder capital from 280,000 shares in two separate tranches. The first tranche involved a direct investment of £500,000, increasing the shareholder capital by 500,000 shares. The subsequent tranche, resulting in an additional 799,975 shares, was facilitated through the conversion of a shareholder loan into equity. Consequently, the total issued share capital of Xenfin Capital Ltd has increased to 1,579,975 shares.


24.


Ultimate controlling party

The parent company of Xenfin Capital Ltd during the year was Xenfin Holdings Limited whose registered office is 18 Savile Row, London W1S 3PW. The financial statements of Xenfin Holdings Limited can be obtained from the company's registered office at 18 Savile Row, London W1S 3PW. The ultimate controlling party was Duncan MacInnes.
After 31 January 2024, the parent company of Xenfin Capital Ltd is Arda Trade AG whose registered office is Talstrasse 20, 8001 Zurich, Switzerland. The ultimate controlling party is John Bowers.

Page 22