Company registration number 05959188 (England and Wales)
TRIBE PAYMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TRIBE PAYMENTS LIMITED
COMPANY INFORMATION
Director
Mr A Hocking
(Appointed 27 June 2024)
Company number
05959188
Registered office
18 King William Street
London
England
EC4N 7BP
Auditor
Anova
The Barn, Meadow Court
Faygate Lane
Faygate
Horsham
West Sussex
RH12 4SJ
TRIBE PAYMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 5
Director's responsibilities statement
6
Independent auditor's report
7 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14 - 15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Company statement of cash flows
19
Notes to the financial statements
20 - 41
TRIBE PAYMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the year ended 31 December 2023.

Review of the business

The principal activity of Tribe Payments Limited ("Tribe") is providing payments technology to financial services businesses globally. This includes, but is not limited to, solutions for processing payments (both issuing and acceptance), digital wallets, gateways, banking services and risk management.

 

Tribe and its subsidiaries have seen a continued growth in both investment, technology and skilled staffing as it looks towards a bright future in 2024 and beyond. Tribe is now gaining recognition from its partners, clients and the market generally as a “future ready” technology solution for use by banks and fintechs, alike, empowering them to offer innovative payments solutions to their clients.

 

Employees

The company and the group companies have offices in the UK, Lithuania and Moldova.

 

Tribe had 177 staff and board members across the group at December 2023. Tribe is cognisant of and committed to equality and diversity.

 

The overall make up of staff at the financial reporting date was 115 male and 62 female. The Senior Management team consists of 5 males and 3 females.

Principal risks and uncertainties

Like other companies in the payments industry Tribe encounters various risks and uncertainties related to growth management, facing competitive pressures, past net losses and dependence on relationships with issuers and card networks. These factors could impact our future growth rates, ability to compete effectively, and achievement of business objectives.

 

The business has and will continue to grow rapidly, management of the operational and financial risks inherent in this growth are monitored and assessed on a regular basis.

TRIBE PAYMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Development and performance

Financial Performance

Due to new business wins, an increase in customer projects going live and successful cross selling, Tribe experienced a 68% growth in revenue, rising from £2,971,924 in 2022 to £5,005,849 in 2023. As part of the maturation of the business, we continue to adapt accounting policies to reflect the reality of the business. Consequently we saw a significant increase in the cost of sales. Despite this, Tribe managed to boost its Gross Profit by 42%, achieving a Gross Margin of 78.3%.

 

Tribe remains very much a growth stage business, but is rapidly driving towards profitability. Tribe significantly reduced its EBITDA loss from £1,725,580 in 2022 to £383,758 in 2023. Additionally, the loss before taxation was maintained with only a slight increase of 5.7%, from £5,214,201 in 2022 to £5,509,892 in 2023.

 

Tribe has continued to acquire new customers at a positive rate concurrent with 2023. It continues to invest in its technology and products ensuring that it is extremely well placed to capitalise on the existing customer base and market opportunities that 2024 provide. Fintech, banking and the payments space in general remains an area of global importance and interest.

 

Product Development

Tribe has grown it’s employee base, focussed on building technology capability and bringing in more experienced payments specialists as it readies itself for success in 2024 and beyond.

 

Product development has focussed both on building scalability and resilience on the core system ISAAC. It has also allowed Tribe to deliver new products and features both to its customers and to the market, these are beginning to monetise.

 

Tribe anticipates continuing to invest in both staff and technology as it further proves itself in the market both in Europe and continues to capitalise on its early expansion into other regions. With its connectivity into a multitude of payment schemes including Visa, Mastercard, Union Pay International, Discover, AMEX and JCB alongside its banking connectivity and Open Banking module, Tribe is well equipped to accelerate its growth and capitalise on new opportunities as its platform scales.

 

Tribe's international expansion strategy saw it enable further scheme connectivity in the form of Discover certification enabling it to expand into Asia-Pacific (APAC).

 

In addition to its Asia expansion, Tribe has also formed a strategic partnership with American Express in Latin America which has enabled it to certify for both its Issuing and Acquiring services. Through 2023 this saw it win several pieces of business in the region.

 

During 2023 Tribe also expanded its capabilities in payments acceptance with the creation of a POS application enabling face to face payments for its acquiring customers. This initial development will be expanded through 2024 to enable soft POS and mobile acceptance putting Tribe at the forefront of payments acceptance.

 

Whilst Tribe continues to focus on product development it saw a 46% increase in transaction volume demonstrating the elastic scalability of the platform. It has doubled its transactions per second to enable continued growth whilst also focusing on upgrading it’s security and stability to offer peace of mind to its customers.

 

Tribe has always been a cloud first environment, it has been supporting customers using a mixture of inhouse and external environments. A decision was made in 2023 to move all customers to external cloud environments to further enhance scalability and resilience, this currently is on track for delivery in 2024.

 

Additionally Tribe is continuing to invest in security of its products and internal processes. In Q1 2024, Tribe achieved the ISO 27001 certification.

TRIBE PAYMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Key performance indicators

The company uses key performance indicators (“KPIs”) to measure itself against past performance as well as the performance of its competitors.

 

Internal KPIs

Management continues to monitor KPI's including turnover, expenditure, working capital , debt, number of live clients, total contractual value and platform uptime and use these as benchmarks to ascertain how the business is performing against historical results.

 

Underlying KPIs are then analysed by senior management to understand the reasons for any variance to ensure it is able to identify opportunities or threats to the business model.

 

These underlying KPIs include average time in implementation, average time to close client raised tickets, transaction volume and various others.

 

The use of internal KPIs are preferable as the results can be reliably measured and are not subject to external fluctuations in reporting.

 

External KPIs

The purpose of monitoring and analysing external data is to allow management to measure the performance of the business against the performance of competitors and the market as a whole.

 

Primarily external KPIs are used by management to plot trends in the market to assist the business in targeting areas of growth in the industry. By using KPIs such as average spend by sector and cross border spending activity, management can see which areas are in growth or in decline and allocate resources accordingly.

Other performance indicators

Environmental Impact

The company actively looks at ways of reducing its carbon footprint and the amount of waste it generates during its course of business. It has introduced a number of policies to enable this to happen, such as recycling all “recyclables” and digital document signatures to reduce print volumes.

 

The company has a policy of minimising travel, especially air travel, where possible and encourages the use of technology for internal and external meetings.

Other information and explanations

In 2023, Tribe is continuing to invest in its core technology platform in an efficient and scalable manner as well as developing further product features that will be coming to the market in the near future.

On behalf of the board

Mr A Hocking
Director
5 September 2024
TRIBE PAYMENTS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company and group continued to be that of a financial technology (FinTech) company specialising in developing solutions in the issuing and acquiring environments and also including solutions in digital wallets, gateways, open banking services and cloud hosting.

Branches

The group's head office is located in the UK with subsidiary companies based in Lithuania and Moldova.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. 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 J Reddish
(Resigned 30 April 2023)
Ms R Kairyte
(Resigned 5 July 2023)
Mr W S Almaree
(Appointed 1 May 2023 and resigned 27 June 2024)
Mr A Hocking
(Appointed 27 June 2024)
Financial instruments

The group's finance department are responsible for managing the liquidity, interest and foreign currency risks associated with the group’s activities.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings. The group utilises fixed rate debt so as to reduce its exposure to changes in interest rates.

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies. The group holds bank accounts in multiple currencies in order to mitigate against this risk.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Auditor

Anova Chartered Accountants were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

TRIBE PAYMENTS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr A Hocking
Director
5 September 2024
TRIBE PAYMENTS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company website.

TRIBE PAYMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TRIBE PAYMENTS LIMITED
- 7 -
Opinion

We have audited the financial statements of Tribe Payments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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 group and parent 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.

Material uncertainty related to going concern

We draw attention to note 1.3 in the financial statements, which indicates that the group continues to prepare accounts on a going concern basis despite a loss being incurred, and the net liability position. As stated in note 1.3, these events or conditions, along with other matters as set forth in note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's assessment of the entity's ability to continue to adopt the going concern basis of accounting included review of management accounts and forecasts which indicate ongoing trading and increased sales generation from new and existing customers and regions, as well as support pledged by the company's main lender in the form of further loan finance.

 

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.

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

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 parent 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 parent 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.

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.

We identify and assess risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non- compliance with laws and regulations, we considered the following:

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered in this context included the UK Companies Act, tax legislation and Data Protection.

 

In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

 

As a result of performing the above, we did not identify any key matters related to the potential risk of fraud or non- compliance with laws and regulations.

Our procedures to respond to risks identified included the following:

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

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.

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.

TRIBE PAYMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRIBE PAYMENTS LIMITED
- 10 -
Matthew Cleghorn FCA BSc (Hons)
For and on behalf of
6 September 2024
Anova
Chartered Accountants
Statutory Auditor
The Barn, Meadow Court
Faygate Lane
Faygate
Horsham
West Sussex
RH12 4SJ
TRIBE PAYMENTS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
5,005,849
2,971,924
Cost of sales
(1,086,692)
(211,482)
Gross profit
3,919,157
2,760,442
Administrative expenses
(8,593,401)
(7,735,280)
Other operating income
134,875
112,515
Operating loss
4
(4,539,369)
(4,862,323)
Interest receivable and similar income
8
1,145
-
0
Interest payable and similar expenses
9
(971,668)
(351,878)
Loss before taxation
(5,509,892)
(5,214,201)
Tax on loss
10
1,053,874
1,304,325
Loss for the financial year
26
(4,456,018)
(3,909,876)
Loss for the financial year is all attributable to the owners of the parent company.
TRIBE PAYMENTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
£
£
Loss for the year
(4,456,018)
(3,909,876)
Other comprehensive income
Currency translation gain taken to retained earnings
11,851
4,876
Total comprehensive income for the year
(4,444,167)
(3,905,000)
Total comprehensive income for the year is all attributable to the owners of the parent company.
TRIBE PAYMENTS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
14,279,104
12,727,095
Tangible assets
12
585,535
344,915
14,864,639
13,072,010
Current assets
Debtors
15
1,945,378
2,265,466
Cash at bank and in hand
439,561
273,431
2,384,939
2,538,897
Creditors: amounts falling due within one year
16
(1,441,438)
(975,017)
Net current assets
943,501
1,563,880
Total assets less current liabilities
15,808,140
14,635,890
Creditors: amounts falling due after more than one year
17
(24,915,899)
(18,821,420)
Provisions for liabilities
Deferred tax liability
20
529,678
997,288
(529,678)
(997,288)
Net liabilities
(9,637,437)
(5,182,818)
Capital and reserves
Called up share capital
24
150
150
Share premium account
310,000
310,000
Equity reserve
25
2,674,664
2,685,116
Profit and loss reserves
26
(12,622,251)
(8,178,084)
Total equity
(9,637,437)
(5,182,818)
The financial statements were approved by the board of directors and authorised for issue on 5 September 2024 and are signed on its behalf by:
05 September 2024
Mr A Hocking
Director
Company registration number 05959188 (England and Wales)
TRIBE PAYMENTS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
14,278,945
12,726,846
Tangible assets
12
78,770
106,222
Investments
13
2,446
2,446
14,360,161
12,835,514
Current assets
Debtors
15
1,783,748
2,059,349
Cash at bank and in hand
418,774
254,586
2,202,522
2,313,935
Creditors: amounts falling due within one year
16
(1,112,212)
(790,919)
Net current assets
1,090,310
1,523,016
Total assets less current liabilities
15,450,471
14,358,530
Creditors: amounts falling due after more than one year
17
(24,796,590)
(18,821,420)
Provisions for liabilities
Deferred tax liability
20
529,678
997,288
(529,678)
(997,288)
Net liabilities
(9,875,797)
(5,460,178)
Capital and reserves
Called up share capital
24
150
150
Share premium account
310,000
310,000
Equity reserve
25
2,674,664
2,685,116
Profit and loss reserves
26
(12,860,611)
(8,455,444)
Total equity
(9,875,797)
(5,460,178)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £4,405,167 (2022 - £3,926,750 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

TRIBE PAYMENTS LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 15 -
The financial statements were approved by the board of directors and authorised for issue on 5 September 2024 and are signed on its behalf by:
05 September 2024
Mr A Hocking
Director
Company registration number 05959188 (England and Wales)
TRIBE PAYMENTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
119
310,000
-
0
(4,273,084)
(3,962,965)
Year ended 31 December 2022:
Loss for the year
-
-
-
(3,909,876)
(3,909,876)
Other comprehensive income:
Currency translation differences
-
-
-
4,876
4,876
Total comprehensive income
-
-
-
(3,905,000)
(3,905,000)
Issue of share capital
24
31
-
0
-
-
31
Other movements
-
-
2,685,116
-
2,685,116
Balance at 31 December 2022
150
310,000
2,685,116
(8,178,084)
(5,182,818)
Year ended 31 December 2023:
Loss for the year
-
-
-
(4,456,018)
(4,456,018)
Other comprehensive income:
Currency translation differences
-
-
-
11,851
11,851
Total comprehensive income
-
-
-
(4,444,167)
(4,444,167)
Other movements
-
-
(10,452)
-
(10,452)
Balance at 31 December 2023
150
310,000
2,674,664
(12,622,251)
(9,637,437)
TRIBE PAYMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
119
310,000
-
0
(4,528,694)
(4,218,575)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(3,926,750)
(3,926,750)
Issue of share capital
24
31
-
0
-
-
31
Other movements
-
-
2,685,116
-
2,685,116
Balance at 31 December 2022
150
310,000
2,685,116
(8,455,444)
(5,460,178)
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
(4,405,167)
(4,405,167)
Other movements
-
-
(10,452)
-
(10,452)
Balance at 31 December 2023
150
310,000
2,674,664
(12,860,611)
(9,875,797)
TRIBE PAYMENTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
30
(220,463)
(1,820,986)
Interest paid
(971,668)
(351,878)
Income taxes refunded
1,248,704
1,354,515
Net cash inflow/(outflow) from operating activities
56,573
(818,349)
Investing activities
Purchase of intangible assets
(5,657,296)
(5,336,574)
Purchase of tangible fixed assets
(386,775)
(48,366)
Proceeds from disposal of tangible fixed assets
27,384
8,156
Interest received
1,145
-
0
Net cash used in investing activities
(6,015,542)
(5,376,784)
Financing activities
Proceeds from issue of shares
-
31
Proceeds from borrowings
5,964,718
6,080,504
Payment of finance leases obligations
144,223
-
Net cash generated from financing activities
6,108,941
6,080,535
Net increase/(decrease) in cash and cash equivalents
149,972
(114,598)
Cash and cash equivalents at beginning of year
273,431
396,786
Effect of foreign exchange rates
16,158
(8,757)
Cash and cash equivalents at end of year
439,561
273,431
TRIBE PAYMENTS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(543,508)
(1,913,670)
Interest paid
(965,871)
(351,878)
Income taxes refunded
1,374,064
1,405,858
Net cash outflow from operating activities
(135,315)
(859,690)
Investing activities
Purchase of intangible assets
(5,657,296)
(5,336,275)
Purchase of tangible fixed assets
(10,786)
(8,476)
Proceeds from disposal of tangible fixed assets
1,722
8,156
Purchase of subsidiaries
-
0
(253)
Interest received
1,145
-
0
Net cash used in investing activities
(5,665,215)
(5,336,848)
Financing activities
Proceeds from issue of shares
-
31
Proceeds from borrowings
5,964,718
6,080,504
Net cash generated from financing activities
5,964,718
6,080,535
Net increase/(decrease) in cash and cash equivalents
164,188
(116,003)
Cash and cash equivalents at beginning of year
254,586
370,589
Cash and cash equivalents at end of year
418,774
254,586
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
1
Accounting policies
Company information

Tribe Payments Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 18 King William Street, London, England, EC4N 7BP.

 

The group consists of Tribe Payments Limited and all of its subsidiaries.

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 sterling, 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. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Tribe Payments Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Tribe Payments UAB & Tribe Payments SRL have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Tribe Payments UAB & Tribe Payments SRL for the 12 month period. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.3
Going concern

These financial statements are prepared on the going concern basis. The director has a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the director is aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern.

 

Despite the loss incurred during the year the director continues to prepare the accounts on a going concern basis not withstanding the net liability balance sheet position. Due to the nature of its business, the company requires sufficient funding from its creditors in order to develop its technology for licensed sale. Since the balance sheet date it has increased its customer base and is making recurring revenue, and forecasts prepared for 2024 and beyond show significant improvements including a number of new customers acquired in Q1. The ultimate beneficial owner has also pledged his support to the company for at least the next 12 months, from the date of the director's report.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for set-up and recurring technology-based services provided in the normal course of business, and is shown net of VAT. The fair value of consideration takes into account trade and settlement discounts.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue relating to the development of software for customers is recognised in the period in which the development work is carried out by the company's implementation team.

 

Revenue from the provision of monthly services is recognised in the month in which the software is provided for use by the customer, and revenue from transaction based fees is recognised in the period in which the transactions took place within the customer's software.

1.5
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets over their useful lives on the following bases:

Database Costs
5 years straight line
Software costs
1 year straight line
1.7
Tangible fixed assets

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

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -

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

Freehold land and buildings
15 years straight line
Plant and equipment
33% p.a reducing balance
Fixtures and fittings
33% p.a reducing balance
Computers
33% p.a reducing balance
Motor vehicles
6 years straight line
Hardware Costs
33% p.a 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 recognised in the profit and loss account.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -

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.

1.10
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.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

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.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
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 group 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 group 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.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 25 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group 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 group.

1.13
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 group’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 if, and only if, there is 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.

1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 26 -
1.16
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Useful lives of non-current assets

The Senior Management team have reviewed the useful lives of database costs and consider that a period of 5 years continues to be suitable for this type of asset.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Technology platforms
5,005,849
2,971,924
2023
2022
£
£
Turnover analysed by geographical market
EU including the UK
4,838,272
2,888,008
Outside of the EU and UK
167,577
83,916
5,005,849
2,971,924
2023
2022
£
£
Other revenue
Interest income
1,145
-
Sundry income
70,735
60,404
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(426,118)
1,065,941
Depreciation of owned tangible fixed assets
119,503
117,926
Profit on disposal of tangible fixed assets
(5,054)
(4,796)
Amortisation of intangible assets
4,105,302
3,018,817
Operating lease charges
486,826
438,033
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 and the consolidation
22,500
22,750
Audit of the financial statements of the company's subsidiaries
2,166
-
24,666
22,750
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Product Development
113
88
2
1
Administration
23
25
1
1
Management
8
1
3
1
Sales
5
5
5
4
Marketing
2
4
2
3
Customer Success
2
2
2
2
Implementation
21
7
-
-
Finance
5
1
-
-
Total
179
133
15
12

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
7,720,891
5,833,582
1,376,420
1,022,746
Social security costs
274,514
214,102
171,838
132,601
Pension costs
23,857
19,889
23,857
19,889
8,019,262
6,067,573
1,572,115
1,175,236
7
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
466,044
245,062
Company pension contributions to defined contribution schemes
1,221
1,761
467,265
246,823

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2022 - 0).

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Director's remuneration
(Continued)
- 29 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
406,893
154,315
Company pension contributions to defined contribution schemes
634
1,761
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,145
-
0
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,145
-
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
965,871
351,878
Other finance costs:
Interest on finance leases and hire purchase contracts
5,797
-
Total finance costs
971,668
351,878
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(702,786)
(1,374,064)
Adjustments in respect of prior periods
-
0
236
Total UK current tax
(702,786)
(1,373,828)
Foreign current tax on profits for the current period
116,522
38,664
Total current tax
(586,264)
(1,335,164)
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
2023
2022
£
£
(Continued)
- 30 -
Deferred tax
Origination and reversal of timing differences
(467,610)
(208,509)
Changes in tax rates
-
0
239,348
Total deferred tax
(467,610)
30,839
Total tax credit
(1,053,874)
(1,304,325)

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

2023
2022
£
£
Loss before taxation
(5,509,892)
(5,214,201)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(1,377,473)
(990,698)
Tax effect of expenses that are not deductible in determining taxable profit
5,799
31,512
Adjustments in respect of prior years
-
0
236
Effect of change in corporation tax rate
-
239,348
Research and development tax credit
(702,786)
(1,374,064)
Research and development expenditure enhancement
1,184,360
906,474
Enhanced capital allowances
(27)
(483)
(163,747)
(116,650)
Taxation credit
(1,053,874)
(1,304,325)
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
11
Intangible fixed assets
Group
Database Costs
Software costs
Total
£
£
£
Cost
At 1 January 2023
19,206,320
35,836
19,242,156
Additions
5,604,871
52,425
5,657,296
Exchange adjustments
-
0
15
15
At 31 December 2023
24,811,191
88,276
24,899,467
Amortisation and impairment
At 1 January 2023
6,492,929
22,132
6,515,061
Amortisation charged for the year
4,067,593
37,709
4,105,302
At 31 December 2023
10,560,522
59,841
10,620,363
Carrying amount
At 31 December 2023
14,250,669
28,435
14,279,104
At 31 December 2022
12,713,391
13,704
12,727,095
Company
Database Costs
Software costs
Total
£
£
£
Cost
At 1 January 2023
19,206,320
35,537
19,241,857
Additions
5,604,871
52,425
5,657,296
At 31 December 2023
24,811,191
87,962
24,899,153
Amortisation and impairment
At 1 January 2023
6,492,929
22,082
6,515,011
Amortisation charged for the year
4,067,593
37,604
4,105,197
At 31 December 2023
10,560,522
59,686
10,620,208
Carrying amount
At 31 December 2023
14,250,669
28,276
14,278,945
At 31 December 2022
12,713,391
13,455
12,726,846
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Hardware Costs
Total
£
£
£
£
£
£
£
Cost
At 1 January 2023
86,730
24,452
4,339
12,403
47,797
534,492
710,213
Additions
-
0
14,799
1,215
8,854
271,592
90,315
386,775
Disposals
-
0
(861)
(162)
(2,047)
(37,544)
-
0
(40,614)
Exchange adjustments
(1,725)
335
-
0
-
0
(970)
(4,961)
(7,321)
At 31 December 2023
85,005
38,725
5,392
19,210
280,875
619,846
1,049,053
Depreciation and impairment
At 1 January 2023
7,709
8,507
1,438
5,005
14,748
327,891
365,298
Depreciation charged in the year
5,667
6,116
1,015
3,485
9,919
93,301
119,503
Eliminated in respect of disposals
-
0
(455)
(127)
(495)
(17,207)
-
0
(18,284)
Exchange adjustments
(153)
22
-
0
-
0
(302)
(2,566)
(2,999)
At 31 December 2023
13,223
14,190
2,326
7,995
7,158
418,626
463,518
Carrying amount
At 31 December 2023
71,782
24,535
3,066
11,215
273,717
201,220
585,535
At 31 December 2022
79,021
15,945
2,901
7,398
33,049
206,601
344,915
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
Company
Plant and equipment
Fixtures and fittings
Computers
Hardware Costs
Total
£
£
£
£
£
Cost
At 1 January 2023
17,826
4,339
12,403
285,033
319,601
Additions
717
1,215
8,854
-
0
10,786
Disposals
(861)
(162)
(2,047)
-
0
(3,070)
At 31 December 2023
17,682
5,392
19,210
285,033
327,317
Depreciation and impairment
At 1 January 2023
8,065
1,438
5,005
198,871
213,379
Depreciation charged in the year
3,312
1,015
3,485
28,433
36,245
Eliminated in respect of disposals
(455)
(127)
(495)
-
0
(1,077)
At 31 December 2023
10,922
2,326
7,995
227,304
248,547
Carrying amount
At 31 December 2023
6,760
3,066
11,215
57,729
78,770
At 31 December 2022
9,761
2,901
7,398
86,162
106,222
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
2,446
2,446
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 January 2023 and 31 December 2023
2,446
Carrying amount
At 31 December 2023
2,446
At 31 December 2022
2,446
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Tribe Payments UAB
Draugystes g. 8F-236, LT-51264 Kaunas, Lithuania
Ordinary shares
100.00
Tribe Payments SRL
str. Armeneasca, 100, Chisinau, MD2001
Ordinary shares
100.00
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
963,208
622,206
958,645
622,209
Corporation tax recoverable
723,439
1,374,064
702,786
1,374,064
Other debtors
121,016
177,106
19,800
19,800
Prepayments and accrued income
137,715
92,090
102,517
43,276
1,945,378
2,265,466
1,783,748
2,059,349
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
19
24,914
-
0
-
0
-
0
Trade creditors
254,180
197,815
175,564
156,186
Amounts owed to subsidiaries
-
0
-
0
480,342
340,213
Corporation tax payable
11,815
-
0
-
0
-
0
Other taxation and social security
478,572
302,147
175,876
129,903
Deferred income
21
193,435
77,699
193,435
77,699
Other creditors
17,618
18,278
-
0
253
Accruals
460,904
379,078
86,995
86,665
1,441,438
975,017
1,112,212
790,919
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
19
119,309
-
0
-
0
-
0
Other borrowings
18
24,796,590
18,821,420
24,796,590
18,821,420
24,915,899
18,821,420
24,796,590
18,821,420
18
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Loans from related parties
24,796,590
18,821,420
24,796,590
18,821,420
Payable after one year
24,796,590
18,821,420
24,796,590
18,821,420
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
19
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
24,914
-
0
-
0
-
0
In two to five years
119,309
-
0
-
0
-
0
144,223
-
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
2,625,569
2,508,290
Tax losses
(2,095,891)
(1,511,002)
529,678
997,288
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
2,625,569
2,508,290
Tax losses
(2,095,891)
(1,511,002)
529,678
997,288
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
997,288
997,288
Credit to profit or loss
(467,610)
(467,610)
Liability at 31 December 2023
529,678
529,678
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Deferred taxation
(Continued)
- 36 -

The deferred tax liability set out above relates to the utilisation of tax losses against future expected profits and the accelerated capital allowances.

21
Deferred income
Group
Company
2023
2022
2023
2022
£
£
£
£
Other deferred income
193,435
77,699
193,435
77,699
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
21,155
17,410

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share-based payment transactions
Group
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
13,536
-
-
-
Granted
30,243
13,536
0.76
-
Exercised
(18)
-
-
-
Outstanding at 31 December 2023
43,761
13,536
-
-
Exercisable at 31 December 2023
-
-
-
-

The options outstanding at 31 December 2023 had an exercise price of either £0.0001, £3.63 or £2.28, and an average remaining contractual life of 3.45 years.

 

Share options under the company's Unapproved Share Option Scheme vest quarterly over a vesting period of 48 months. Once exercised, the employee will receive one B Ordinary (Non-Voting) share per option with a par value of £0.0001 each.

 

Options can be exercised semi-annually between 1 January to 15 January and 1 July to 15 July during employment with the company, or within 45 days of leaving the company.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Share-based payment transactions
(Continued)
- 37 -
Company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
13,536
-
-
-
Granted
30,243
13,536
0.76
-
Exercised
(18)
-
-
-
Outstanding at 31 December 2023
43,761
13,536
0.76
-
Exercisable at 31 December 2023
-
-
-
-

The options outstanding at 31 December 2023 had an exercise price of either £0.0001, £3.63 or £2.28, and an average remaining contractual life of 3.45 years.

 

Share options under the company's Unapproved Share Option Scheme vest quarterly over a vesting period of 48 months. Once exercised, the employee will receive one B Ordinary (Non-Voting) share per option with a par value of £0.0001 each.

 

Options can be exercised semi-annually between 1 January to 15 January and 1 July to 15 July during employment with the company, or within 45 days of leaving the company.

24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,500,000
1,500,000
150
150
B Ordinary shares of 0.01p each
18
-
-
-

The company approved a new class of share - B Ordinary (Non-Voting) shares with a par value of £0.0001 during the previous financial year, and are reserved for issue under the company's share option schemes. As at 31 December 2023 the company had granted 43,761 shares under these schemes.

During the year ended 31 December 2023, the company made an allotment of shares to issue 18 B Ordinary shares with a par value of £0.0001 each.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
25
Equity reserve
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
2,685,116
-
0
2,685,116
-
0
Other movements
(10,452)
2,685,116
(10,452)
2,685,116
At the end of the year
2,674,664
2,685,116
2,674,664
2,685,116

The equity reserve represents the capital contribution following the discounting of the company's loan borrowings to net present value. This will be unwound over the period until full repayment by 31 December 2026.

26
Profit and loss reserves
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
(8,178,084)
(4,273,084)
(8,455,444)
(4,528,694)
Loss for the year
(4,456,018)
(3,909,876)
(4,405,167)
(3,926,750)
Currency translation differences
11,851
4,876
-
0
-
0
At the end of the year
(12,622,251)
(8,178,084)
(12,860,611)
(8,455,444)
27
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
392,038
388,558
120,000
111,000
Between two and five years
541,359
942,597
360,000
480,000
933,397
1,331,155
480,000
591,000
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel (excluding directors) is as follows.

2023
2022
£
£
Aggregate compensation
736,101
257,777

Tribe Technology APS - Related party under common control

During the year under review, the company traded with Tribe Technology under normal commercial terms and purchased services amounting to £nil (2022: -£616). As at the balance sheet date, the company owed £nil (2022: £nil).

 

Moorwand Ltd - Related party under common control

During the year under review, the company traded with Moorwand Ltd under normal commercial terms and purchased services amounting to £101,193 (2022: £86,112), sold services amounting to £349,077 (2022: £354,852). As at the balance sheet date, the company was owed £26,170 (2022: £18,456).

 

UPC Media SRL - Related party under common control

During the year under review, the company and subsidiaries traded with UPC Media SRL under normal commercial terms and purchased services amounting to £15,432 (2022: £1,050,724). As at the balance sheet date, the company was owed £nil (2022: £nil).

 

Olianco Ltd - Related by virtue of significant financial interests in the company, as a large creditor

During the year under review, the company traded with Olianco Ltd and was provided funding amounting to £5,472,653 (2022: £4,751,588). Interest of £965,871 (2022: £351,878) was charged on the loan. As at the balance sheet date, the company owed £27,471,254 (2022: £21,506,535). Interest is accruing at 4% per annum from 1 January 2023, up to a maximum loan of €35,000,000 and 0% thereafter.

 

Justine Emmett - Shareholder of former ultimate parent company

During the year under review, the company traded with Justine Emmett under normal commercial terms and purchased services amounting to £72,000 (2022: £60,000). As at the balance sheet date, the company owed £7,000 (2022: £nil).

 

Wael Almaree - Ultimate Beneficial Owner

During the year under review, the company and subsidiaries employed Wael Almaree as a Technical Director under normal commercial terms and paid total salaries amounting to £413,952 (2022: £174,510). As at the balance sheet date, the company owed £nil (2022: £nil).

29
Controlling party

Mr Wael Sulaiman Almaree is the ultimate controlling party from 1 October 2022.

 

The former ultimate controlling party was FWD Distribution Network Ltd, the shares were transferred on 1 October 2022. Prior years consolidated financial statements are available to the public and can be requested from the registered office address of FWD Distribution Network Ltd at Antrea Assioti, 5, Flat 202, Strovolos, 2007, Nicosia, Cyprus.

TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 40 -
30
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(4,456,018)
(3,909,876)
Adjustments for:
Taxation credited
(1,053,874)
(1,304,325)
Finance costs
971,668
351,878
Investment income
(1,145)
-
0
Gain on disposal of tangible fixed assets
(5,054)
(4,796)
Amortisation and impairment of intangible assets
4,105,302
3,018,817
Depreciation and impairment of tangible fixed assets
119,503
117,926
Movements in working capital:
Increase in debtors
(330,537)
(287,549)
Increase in creditors
313,956
236,240
Increase/(decrease) in deferred income
115,736
(39,301)
Cash absorbed by operations
(220,463)
(1,820,986)
31
Cash absorbed by operations - company
2023
2022
£
£
Loss for the year after tax
(4,405,167)
(3,926,750)
Adjustments for:
Taxation credited
(1,170,396)
(1,342,989)
Finance costs
965,871
351,878
Investment income
(1,145)
-
0
Loss/(gain) on disposal of tangible fixed assets
271
(4,796)
Amortisation and impairment of intangible assets
4,105,197
3,018,767
Depreciation and impairment of tangible fixed assets
36,245
50,947
Movements in working capital:
Increase in debtors
(395,677)
(42,010)
Increase in creditors
205,557
20,584
Increase/(decrease) in deferred income
115,736
(39,301)
Cash absorbed by operations
(543,508)
(1,913,670)
TRIBE PAYMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 41 -
32
Analysis of changes in net debt - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
273,431
149,972
16,158
439,561
Borrowings excluding overdrafts
(18,821,420)
(5,975,170)
-
(24,796,590)
Obligations under finance leases
-
(144,223)
-
(144,223)
(18,547,989)
(5,969,421)
16,158
(24,501,252)
33
Analysis of changes in net debt - company
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
254,586
164,188
418,774
Borrowings excluding overdrafts
(18,821,420)
(5,975,170)
(24,796,590)
(18,566,834)
(5,810,982)
(24,377,816)
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