Company registration number 12578874 (England and Wales)
COLIBRIX LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
COLIBRIX LIMITED
COMPANY INFORMATION
Director
Mr A Zayats
Company number
12578874
Registered office
Warnford Court
29 Throgmorton Street
London
EC2N 2AT
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
COLIBRIX LIMITED
CONTENTS
Page
Strategic report
1 - 4
Director's report
5
Independent auditor's report
6 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 23
COLIBRIX LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 1 -

The director presents the strategic report for the year ended 30 April 2023.

Review of the business

Colibrix Limited, referred to as "the Company," holds the designation of an Electronic Money Institution (EMI) and operates with authorization from the Financial Conduct Authority (FCA). This authorization, granted under the Electronic Money Regulations of 2011, enables the Company to engage in the issuance of electronic money and the provision of payment services. Our operations are conducted under the FCA reference number 927920.

Colibrix Limited was conceived as an all-encompassing, intelligent payment solution designed to address the diverse challenges faced by businesses of varying sizes and industries. Our foundation rests upon three fundamental pillars: innovation, modernity, and a holistic approach.

Our unwavering belief lies in empowering our customers to exercise greater control over their payment systems, thereby catalyzing the realization of their full business potential. We are committed to providing cutting-edge solutions that facilitate growth, efficiency, and excellence.

Our company specializes in delivering card processing services tailored specifically for e-commerce businesses. Working with industry leaders such as VISA and MasterCard, we have harnessed cutting-edge technology to offer a secure and expeditious solution for automating large-scale payments to recipients worldwide.

For the year ended 30 April 2023 the Company continued to develop its growth strategy which included the increased acquiring volumes by 3 times compared to the previous year, increasing the number of currencies available for the customers. The Companys payment solutions have resulted in strong customer, transaction, and revenue growth. Elevating the Company's capabilities has been paramount, with a focused commitment to bolstering investments in talent, infrastructure, data, and cutting-edge technology.

The company is making significant strides in the right direction as it prepares to launch its electronic money and accounts business in the upcoming period. One of our primary objectives for the future is to establish a direct principalship with both VISA and MasterCard.

Principal risks and uncertainties

 

Regulatory Compliance, Money Laundering and Terrorism financing risks

The Company operates within a highly regulated sector that undergoes constant and significant changes. The landscape is shaped by various factors, including the General Data Protection Regulation (GDPR), Payment Services Directive 2 (PSD2), Markets in Crypto-Assets Regulation (MICA), Anti-Money Laundering (AML) Directives, and ongoing technological innovations. These dynamics introduce both complexity and opportunities to the industry.

Given the evolving regulatory environment, the Company acknowledges the potential risks associated with non-compliance with laws and regulations. To mitigate these risks, the Company's compliance function maintains a vigilant watch over regulatory changes and promptly incorporates them into the company's procedures and processes. This proactive approach ensures that the Company remains adaptable and compliant in this ever-changing landscape.

Sanctions Risk

While providing services to customers on an international scale, our company diligently adheres to both national and international sanctions regulations. Our robust internal control system incorporates a comprehensive set of measures dedicated to effectively managing sanctions risks. These measures are implemented proactively before initiating any business relationships and are continually upheld throughout the duration of our engagements with customers. They are seamlessly integrated into the fundamental operational processes governing customer onboarding and payment processing, ensuring a comprehensive approach to compliance and risk mitigation.

COLIBRIX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 2 -
Liquidity Risk

Our company places a strong emphasis on achieving financial punctuality and the prevention of any delays in settling payments with our merchants. To effectively mitigate liquidity risks, we have implemented a robust system of continuous monitoring for our current assets, ensuring their sustainable management.

In addition to our commitment to customers, our business processes involve interactions with various counterparties. To maintain the integrity of these relationships, we prioritize a comprehensive 'Know Your Partner (KYP) assessment for every service provider. This rigorous evaluation guarantees the reliability of our partners and the adherence to the agreed-upon terms of cooperation.

Within our financial operations, we conduct detailed analyses of cash flows, transactional uploads, and financial statement reconciliations. These practices ensure the accuracy and relevance of data when conducting settlements. Furthermore, we collaborate closely with third parties to expedite settlement periods, aiming to achieve weekly settlements and minimize the retention of funds by third parties for extended durations.

Market risk

Market risk is the exposure to potential losses arising from adverse shifts in the value of the Company's assets and liabilities, driven by fluctuations in a range of market variables. These variables encompass, though are not restricted to, factors such as interest rates, foreign exchange rates, and implied volatilities. It is essential to proactively manage market risk to safeguard the stability and financial health of the Company.

Business risk

Business risk within Colibrix Limited encompasses several critical factors, including the potential for system failures, the impact of market downturns, and the loss of key personnel, all of which could significantly affect our operations. To proactively mitigate these risks, our company diligently adheres to a best practice approach by maintaining established relationships with trusted service providers. This strategic measure serves to not only enhance operational efficiency but also to reduce the potential for financial and reputational losses.

Colibrix Limited strategically allocates additional resources for the successful execution of particularly critical tasks. We achieve this by distributing responsibilities among multiple employees, all while adhering to the fundamental principles of 'Need-to-know,' 'Least privilege,' and 'Separation of duties.'Furthermore, our company has a well-established 'four-eye' principle in place, which plays a pivotal role in enhancing precision and accuracy within our operations. This principle not only bolsters the quality of our work but also ensures business continuity by eliminating the risk of pending tasks in the event of employee resignations or absences.

Our company is committed to a culture of continuous improvement, which includes ongoing training for our staff. This approach ensures that our employees have access to the latest information and updates, significantly enhancing their competence.

Additionally, we emphasize individual accountability by setting clear tasks for each employee and establishing performance criteria. Our custom motivational program extends beyond financial rewards, recognizing and incentivizing excellence in various aspects of their work.

These initiatives collectively contribute to substantial improvements in our operational performance and play a crucial role in mitigating business risk, as they foster a highly skilled and motivated workforce.

COLIBRIX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 3 -
Operational Risk

The risk of potential losses faced by the Company can arise from various sources, including inadequate or failed internal processes or systems, employee actions, or external events. To mitigate these risks effectively, we have assembled a team of dedicated and highly skilled professionals who play a pivotal role in supporting and streamlining our daily operations.

Our commitment to standardization, documentation, and process automation significantly contributes to the reduction of potential human errors. We understand that human error can be a risk factor, and by implementing these measures, we bolster the reliability of our operations.

Furthermore, we conduct regular reviews of our existing processes, which enables us to proactively identify gaps and promptly address them. This proactive approach not only strengthens our risk management capabilities but also ensures the continuous improvement of our operational efficiency.

Security risk

The Company places paramount importance on the security of our information systems and the protection of customer data. To ensure a robust defense against security risks, we employ a comprehensive approach that encompasses several key elements:

Information Security Risk Management Framework: We have established a robust information security risk management framework that governs our security policies and procedures. This framework serves as the foundation for our security initiatives.

Ongoing Employee Training: Our commitment to security extends to our employees. We provide regular training sessions to keep our staff well-informed and up-to-date on the latest security practices and threats.

System Testing: We rigorously test our information systems and infrastructure to identify vulnerabilities and weaknesses.

Security Activities: We engage in a range of security activities, including threat assessments, vulnerability management, and incident response planning, to proactively address potential security risks and respond effectively in case of incidents.

By adopting this multifaceted approach, we are dedicated to maintaining the highest levels of security and safeguarding the confidentiality and integrity of customer data.

Capital management risk

The Company operates under the regulatory oversight of the Financial Conduct Authority (FCA) and is consequently obligated to adhere to the relevant capital adequacy requirements. This obligation is approached with due consideration for our diverse business portfolio and the percentage distribution across various business verticals.

 

To effectively mitigate associated risks, our management conducts monthly reviews of our financial position. This diligent oversight allows us to promptly identify any potential shortfalls or issues. In response to these reviews, corrective actions are promptly implemented to ensure that our capital adequacy remains in compliance with regulatory standards. This proactive approach not only ensures our adherence to regulatory requirements but also fortifies our financial stability and resilience.

It is important that we are able to demonstrate that Company has held the ongoing capital which is equal to, or greater than the initial capital since authorisation.

Key Performance Indicators

The Company achieved a turnover on 30 April 2023: €11,721,072 (2022: 7,121,068) and a profit on 30 April 2023: €605,708 (2022: 77,028).

COLIBRIX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 4 -
Other information and explanations

The Directors of the Company is acutely aware of the requirement for them to act 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. In considering this duty the Director considers the following stakeholders:

Shareholders
The Director has regular contact with the shareholder in order to maximize the Company's long-term growth prospects and the opportunity for a dividend stream.

Customers
The Company's customer base is the clients best interests are served in accordance with their risk appetite.

Suppliers
The Company has various key supplier relationships which work more as a partnership to ensure the smooth running of the business.

Community and the environment

The Company actively seeks to reduce its carbon footprint by virtue of its entirely online and paperless business. The Director also encourages regular attendance at industry related networking events in order to build and maintain strong relationships within the community.


Sales and growth in merchants

The directors are monitoring the number of newly boarded merchants, signed contracts, meetings held, and partnerships formed. As well as growth in sales, response time by the sales/manager/support team and number of onboarded merchants, the directors are also evaluating their financial results on a quarterly basis, across existing business . The Company plans to widen its offered services with additional business lines.

 

On behalf of the board

Mr A Zayats
Director
4 April 2024
COLIBRIX LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 5 -

The director presents his annual report and financial statements for the year ended 30 April 2023.

Principal activities

The principal activity of the company continued to be that of a financial intermediation.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to €444,908. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr A Zayats
Energy and carbon report
Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr A Zayats
Director
4 April 2024
COLIBRIX LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COLIBRIX LIMITED
- 6 -
Opinion

We have audited the financial statements of Colibrix Limited (the 'company') for the year ended 30 April 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The 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:

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 UK, including the FRC’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 director's 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 director 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 director is responsible for the other information contained within the annual report. Our 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.

Opinions on other matters prescribed by the Companies Act 2006

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

COLIBRIX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLIBRIX LIMITED
- 7 -
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 director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

COLIBRIX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLIBRIX LIMITED
- 8 -

We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management, and from our commercial knowledge and experience of financial intermediaries. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, anti-money-laundering, Coronavirus Act 2020 and FCA regulations. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 

 

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

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

COLIBRIX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF COLIBRIX LIMITED
- 9 -

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 2006. Our 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.

Daniel Howarth
Senior Statutory Auditor
For and on behalf of Gravita Audit II Limited
10 April 2024
2024-04-10
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
COLIBRIX LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2023
- 10 -
2023
2022
Notes
Turnover
3
11,721,072
7,121,068
Cost of sales
(7,761,381)
(4,479,153)
Gross profit
3,959,691
2,641,915
Administrative expenses
(4,242,211)
(2,580,540)
Other operating income
962,512
-
0
Operating profit
4
679,992
61,375
Interest receivable and similar income
34,173
32,366
Interest payable and similar expenses
7
(966)
(2,392)
Profit before taxation
713,199
91,349
Tax on profit
8
(107,491)
(14,321)
Profit for the financial year
605,708
77,028

The profit and loss account has been prepared on the basis that all operations are continuing operations.

COLIBRIX LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023
- 11 -
2023
2022
Profit for the year
605,708
77,028
Other comprehensive income
-
-
Total comprehensive income for the year
605,708
77,028
COLIBRIX LIMITED
BALANCE SHEET
AS AT
30 APRIL 2023
30 April 2023
- 12 -
2023
2022
Notes
Fixed assets
Tangible assets
10
136,654
-
0
Current assets
Debtors
11
603,081
1,313,115
Cash at bank and in hand
691,348
-
0
1,294,429
1,313,115
Creditors: amounts falling due within one year
12
(669,240)
(712,072)
Net current assets
625,189
601,043
Net assets
761,843
601,043
Capital and reserves
Called up share capital
14
425,115
425,115
Profit and loss reserves
336,728
175,928
Total equity
761,843
601,043
The financial statements were approved and signed by the director and authorised for issue on 4 April 2024
Mr A Zayats
Director
Company registration number 12578874 (England and Wales)
COLIBRIX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
Balance at 1 May 2021
425,115
98,900
524,015
Year ended 30 April 2022:
Profit and total comprehensive income
-
77,028
77,028
Balance at 30 April 2022
425,115
175,928
601,043
Year ended 30 April 2023:
Profit and total comprehensive income
-
605,708
605,708
Dividends
9
-
(444,908)
(444,908)
Balance at 30 April 2023
425,115
336,728
761,843
COLIBRIX LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023
- 14 -
2023
2022
Notes
Cash flows from operating activities
Cash generated from operations
17
1,426,899
64,703
Interest paid
(966)
(2,392)
Income taxes paid
(10,165)
(16,598)
Net cash inflow from operating activities
1,415,768
45,713
Investing activities
Purchase of tangible fixed assets
(141,683)
-
0
Loans made to other entities
-
0
(239,997)
Repayment of loans
49,329
-
Interest received
34,173
32,366
Net cash used in investing activities
(58,181)
(207,631)
Financing activities
Dividends paid
(444,908)
-
0
Net cash used in financing activities
(444,908)
-
Net increase/(decrease) in cash and cash equivalents
912,679
(161,918)
Cash and cash equivalents at beginning of year
(221,331)
(59,413)
Cash and cash equivalents at end of year
691,348
(221,331)
Relating to:
Cash at bank and in hand
691,348
-
0
Bank overdrafts included in creditors payable within one year
-
0
(221,331)
COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
- 15 -
1
Accounting policies
Company information

Colibrix Limited is a private company limited by shares incorporated in England and Wales. The registered office is Warnford Court, 29 Throgmorton Street, London, EC2N 2AT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 16 -
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 19 -
2
Judgements 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 amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible Fixed Assets

Tangible fixed assets are depreciated on their useful lives. The actual useful lives are based on judgements by management.

3
Turnover and other revenue
2023
2022
Other revenue
Interest income
34,173
32,366
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
Exchange losses
15,457
254,446
Fees payable to the company's auditor for the audit of the company's financial statements
37,021
28,570
Depreciation of owned tangible fixed assets
5,029
-
Operating lease charges
59,509
15,171
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the company
37,021
28,570
COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 20 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Main Office (UK)
6
1
Representative Office (LV)
65
-
Total
71
1

Their aggregate remuneration comprised:

2023
2022
Wages and salaries
489,008
1,086
Social security costs
102,230
-
591,238
1,086
7
Interest payable and similar expenses
2023
2022
Other finance costs:
Other interest
966
2,392
8
Taxation
2023
2022
Current tax
UK corporation tax on profits for the current period
107,491
17,356
Adjustments in respect of prior periods
-
0
(3,035)
Total current tax
107,491
14,321
COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
8
Taxation
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
Profit before taxation
713,199
91,349
Expected tax charge based on the standard rate of corporation tax in the UK of 19.50% (2022: 19.00%)
139,074
17,356
Tax effect of expenses that are not deductible in determining taxable profit
2,118
-
0
Adjustments in respect of prior years
-
0
(3,035)
Permanent capital allowances in excess of depreciation
(33,701)
-
0
Taxation charge for the year
107,491
14,321
9
Dividends
2023
2022
Final paid
270,000
-
0
Interim paid
174,908
-
0
444,908
-
10
Tangible fixed assets
Computers
Cost
At 1 May 2022
-
0
Additions
141,683
At 30 April 2023
141,683
Depreciation and impairment
At 1 May 2022
-
0
Depreciation charged in the year
5,029
At 30 April 2023
5,029
Carrying amount
At 30 April 2023
136,654
At 30 April 2022
-
0
COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 22 -
11
Debtors
2023
2022
Amounts falling due within one year:
Trade debtors
-
0
57,367
Corporation tax recoverable
64,746
-
0
Other debtors
422,285
1,254,134
Prepayments and accrued income
116,050
1,614
603,081
1,313,115
12
Creditors: amounts falling due within one year
2023
2022
Notes
Bank loans and overdrafts
13
-
0
221,331
Trade creditors
178,897
405,560
Corporation tax
186,558
24,486
Other taxation and social security
157,331
12,834
Other creditors
2,226
542
Accruals and deferred income
144,228
47,319
669,240
712,072
13
Loans and overdrafts
2023
2022
Bank overdrafts
-
0
221,331
Payable within one year
-
0
221,331
14
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of €1 each
425,000
425,000
425,000
425,000
Ordinary shares of £1 each
100
100
115
115
425,100
425,100
425,115
425,115
15
Events after the reporting date

On the 25 August 2023 the company became a wholly owned subsidiary of Mellifera Holding Limited, a company incorporated in Malta.

COLIBRIX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 23 -
16
Related party transactions

The following amounts were outstanding at the reporting end date:

2023
2022
Amounts due from related parties
Entity with significant influence
194,627
1,254,134
17
Cash generated from operations
2023
2022
Profit for the year after tax
605,708
77,028
Adjustments for:
Taxation charged
107,491
14,321
Finance costs
966
2,392
Investment income
(34,173)
(32,366)
Depreciation and impairment of tangible fixed assets
5,029
-
0
Movements in working capital:
Decrease in debtors
725,451
63,524
Increase/(decrease) in creditors
16,427
(60,196)
Cash generated from operations
1,426,899
64,703
18
Analysis of changes in net funds/(debt)
1 May 2022
Cash flows
30 April 2023
Cash at bank and in hand
-
691,348
691,348
Bank overdrafts
(221,331)
221,331
-
0
(221,331)
912,679
691,348
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