Registered number: 13466806
NUQLEA LIMITED
Unaudited
Financial statements
For the Year Ended 31 December 2023
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NUQLEA LIMITED
Company Information
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Bernando Cassagne (appointed 21 June 2021, resigned 31 October 2023)
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Gaston Remy (appointed 21 June 2021)
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Pablo Luis Silveri (appointed 21 June 2021)
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NUQLEA LIMITED
Contents
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Directors' Responsibilities Statement
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Consolidated Statement of Profit or Loss and Other Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Company Statement of Cash Flows
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Notes to the Consolidated Financial Statements
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NUQLEA LIMITED
Directors' Report
For the Year Ended 31 December 2023
The Directors present their report and the financial statements for the year ended 31 December 2023.
Company status and principal activity
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The principal activity of the group is a marketplace software services.
Nuqlea Limited. (“Nuqlea”) is a private limited company incorporated in England and Wales on June 21 of 2021, with registered number 13466806 and registered office at 37 St Margaret's Street, Canterbury, United Kingdom, CT1 2TU.
Significant developments during the period
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On August 16 of 2022, Nuqlea Limited. had obtained control of CAPP MOBILE BB S.R.L. (“CAPP MOBILE”) by acquiring 94,93% of its share capital.
CAPP Mobile BB S.R.L. is a private limited company incorporated in Argentina on June 9 of 2017, with registered number 30-71576663-5 and registered office at Alsina N° 184 - Piso 3° - Oficina 3° - Bahía Blanca - Buenos Aires.
The principal activity of CAPP MOBILE BB S.R.L. is the supply of a software infrastructure to the construction industry, connecting construction companies with manufacturers, financial institutions, logistics companies, and other stakeholders through a digital marketplace platform.
Main sources of income are derived from a take rate charged as a percentage of Gross Merchandise Volume (“GMV”). GMV is the measure of the total U.S. dollar sum of all transactions executed on a proprietary platform.
CAPP Mobile BB S.R.L. generates 100% of the activities of the consolidated figures as in these early stages of the company all the transactions are being conducted in Argentina where the local entity operates.
In the current fiscal year, CAPP Mobile’s GMV was £15,194,277 and total net revenue was £980,747.
The financial statements of CAPP MOBILE BB S.R.L. were audited by a renowned audit firm, Lisicky Litvin.
The loss for the year, after taxation and minority interests, amounted to £531,666 (2022 - loss £980,747).
No dividends were paid in the year. The directors do not recommend payment of a final dividend.
The Directors who served during the year were:
Bernando Cassagne (appointed 21 June 2021, resigned 31 October 2023)
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Gaston Remy (appointed 21 June 2021)
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Pablo Luis Silveri (appointed 21 June 2021)
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Nuqlea Limited has accumulated losses of £1.1M, in line with the early stages of the company. The Board has reviewed a medium-term business plan is confident the Company has sufficient liquidity to meet any outstanding obligations as they fall due for at least two years from the date the financial statements are approved, and that Nuqlea Ltd. will continue to operate as a going concern.
Page 1
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NUQLEA LIMITED
Directors' Report (continued)
For the Year Ended 31 December 2023
Small companies' exemption note
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In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 19 August 2024 and signed on its behalf.
Pablo Luis Silveri
Director
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Page 2
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NUQLEA LIMITED
Directors' Responsibilities Statement
For the Year Ended 31 December 2023
The Directors are responsible for preparing the Directors' Report and the consolidated financial statements, in accordance with applicable law.
Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
Under company law the Directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Page 3
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NUQLEA LIMITED
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 31 December 2023
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Income from other participating interests
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Other comprehensive income:
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Items that will or may be reclassified to profit or loss:
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Exchange gains arising on translation on foreign operations
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Other comprehensive income for the year, net of tax
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Total comprehensive income
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Loss for the year attributable to:
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Non-controlling interests
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Total comprehensive income attributable to:
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Non-controlling interests
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The notes on pages 17 to 41 form part of these financial statements.
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Page 4
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NUQLEA LIMITED
Registered number: 13466806
Consolidated Statement of Financial Position
As at 31 December 2023
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Property, plant and equipment
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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Current asset investments
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Trade and other liabilities
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Page 5
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NUQLEA LIMITED
Registered number: 13466806
Consolidated Statement of Financial Position (continued)
As at 31 December 2023
Issued capital and reserves attributable to owners of the parent
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Share premium reserve - Pre Series A Shares
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For the year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to the companies subject to the small companies regime.
The financial statements on pages 4 to 41 were approved and authorised for issue by the board of Directors on 19 August 2024 and were signed on its behalf by:
The notes on pages 17 to 41 form part of these financial statements.
Page 6
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NUQLEA LIMITED
Registered number: 13466806
Company Statement of Financial Position
As at 31 December 2023
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Other non-current investments
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Issued capital and reserves attributable to owners of the parent
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Share premium reserve - Pre Series A Shares
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Page 7
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NUQLEA LIMITED
Registered number: 13466806
Company Statement of Financial Position (continued)
As at 31 December 2023
The Company's loss for the year was £59,880 (2022 - £35,625).
For the year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to the companies subject to the small companies regime.
The financial statements on pages 4 to 41 were approved and authorised for issue by the board of Directors on 19 August 2024 and were signed on its behalf by:
The notes on pages 17 to 41 form part of these financial statements.
Page 8
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Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2023
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Share premium reserve - Pre Series A Shares
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Movement in hyperinflation
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Total contributions by and distributions to owners
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The notes on pages 17 to 41 form part of these financial statements.
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Page 9
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Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2022
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Share premium reserve - Pre Series A Shares
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 17 to 41 form part of these financial statements.
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Page 10
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Company Statement of Changes in Equity
For the Year Ended 31 December 2023
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Share premium reserve - Pre Series A Shares
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 17 to 41 form part of these financial statements.
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Page 11
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Company Statement of Changes in Equity
For the Year Ended 31 December 2022
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Share premium reserve - Pre Series A Shares
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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The notes on pages 17 to 41 form part of these financial statements.
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Page 12
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NUQLEA LIMITED
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2023
Cash flows from operating activities
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Amortisation of intangible fixed assets
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Impairment losses on intangible assets
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Movements in working capital:
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Decrease in trade and other receivables
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(Decrease)/increase in trade and other payables
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Cash generated from operations
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Net cash (used in)/from operating activities
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Cash flows from investing activities
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Acquisition of subsidiary, net of cash acquired
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Purchases of property, plant and equipment
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Net cash used in investing activities
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Cash flows from financing activities
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Repayment of bank borrowings
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Net cash from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 17 to 41 form part of these financial statements.
Page 13
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NUQLEA LIMITED
Company Statement of Cash Flows
For the Year Ended 31 December 2023
Cash flows from operating activities
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Movements in working capital:
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Increase in trade and other receivables
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(Decrease)/increase in trade and other payables
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Cash generated from operations
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Net cash (used in)/from operating activities
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Cash flows from investing activities
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Acquisition of subsidiary, net of cash acquired
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Net cash from/(used in) investing activities
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Cash flows from financing activities
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Net cash from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 17 to 41 form part of these financial statements.
Page 14
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
Nuqlea Limited (the 'Company') is a limited company incorporated in England. The Company's registered office is at 37 St Margaret's Street, Canterbury, CT1 2TU. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies').
The primary activity of the group is the supply of computer based services.
The Group's consolidated financial statements have been approved for issue and approved on 1 December 2023.
Page 15
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standard for Small and Medium -sized Entities issued by the International Accounting Standards Board and are consistent with the previous period. The consolidated financial statements have been prepared on the historical cost basis and incorporate the principal policies set out below.
These consolidated financial statements have are prepared in pounds sterling.
Details of the Group's accounting policies, including changes during the period, are included in note 3.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.
Company has prepared its accompanying inflation adjusted financial statements as of 31 December 2023, in accordance with the IAS 29. Company has prepared its accompanying inflation adjusted financial statements as of 31 December 2023, in accordance with the IAS 29.
Page 16
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Page 17
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
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Basis of consolidation (continued)
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Changes in the Group's ownership interests in existing subsidiaries
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Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
The use of the going concern basis of accounting is appropriate because there is no material uncertainties related to events or conditions that may cast significant doubt about the ability of the group to continue as a going concern.
Page 18
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:
∙deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;
∙liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and
∙assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
Page 19
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
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Business combinations (continued)
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If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 3.3) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Page 20
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
The financial statements have been prepared from historic statutory financial statements of the Company and presented in Argentine Peso (ARS) with adjustments and reclassifications for the purpose of fair presentation in accordance with IAS 29 which is related with the effect of inflation on financial statements in hyperinflationary economies.
IAS 29 requires the financial statements to be stated in terms of the measuring unit current at the balance sheet date and the corresponding figures for previous periods be restated in the same terms
Methodology of inflation accounting is as follows:
∙Monetary assets and liabilities shown in the balance sheet date do not need to be restated, as they are already expressed in terms of the monetary unit current at the balance sheet date.
∙Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date and other components of equity (except for the statutory revaluation adjustment which is eliminated) are restated The inflation adjusted share capital was derived by indexing cash contributions, dividends reinvested and income from sale of investments and property, transferred to share capital from the date they were contributed. The reinvested dividends are indexed from the date they are utilized in share capital increase. Legal reserves and other retained earnings are indexed from the decision date. Amounts like employee termination benefits that become definite at end of period, are reflected with their final amounts.
∙The gain or loss on the net monetary position as the result of the effect of the general inflation is the difference resulting from the restatement of non-monetary assets, shareholders' equity and income statement items. The gain or loss on the net monetary position is included in net income. The gain and loss on the net monetary position has been derived as the difference resulting from the restatement of non-monetary assets, owners’ equity and income statement items. The net effect of inflation on paid in capital is separately disclosed in the balance sheet.
∙Losses occurred from company monetary assets and gains occurred from company monetary liabilities are reflected to net monetary gain/(loss) position.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Income tax expense represents the sum of the tax currently payable and deferred tax.
Page 21
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Page 22
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
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(ii) Deferred tax (continued)
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The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. The Directors of the Group reviewed the Group's investment property portfolios and concluded that none of the Group's investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sale. Therefore, the Directors have determined that the ‘sale’ presumption set out in the amendments to IAS 12 is not rebutted. As a result, the Group has not recognised any deferred taxes on changes in fair value of the investment properties as the Group is not subject to any income taxes on the fair value changes of the investment properties on disposal.
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
Page 23
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
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(i) Internally-generated intangible assets
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Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
∙the technical feasibility of completing the intangible asset so that it will be available for use or sale;
∙the intention to complete the intangible asset and use or sell it;
∙the ability to use or sell the intangible asset;
∙how the intangible asset will generate probable future economic benefits;
∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
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(ii) Intangible assets acquired in a business combination
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Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Page 24
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
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Impairment of tangible and intangible assets other than goodwill
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At the end of each reporting period, 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). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal 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 (see note 3.9).
When an impairment loss subsequently reverses, the carrying amount of the asset (or a 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 (see note 3.9).
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Page 25
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
3.Accounting policies (continued)
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Non-controlling interests
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For business combinations completed prior to 1 January 2010, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets. For business combinations completed on or after 1 January 2010 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling interest such as outstanding share options are generally measured at fair value. The Group has not elected to take the option to use fair value in acquisitions completed to date.
From 1 January 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of amendment has not been restated.
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Functional and presentation currency
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These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
Items included in the financial statements of each of the entity’s subsidiaries are measured using the currency of the primary economic environment in which each subsidiary operates (the functional currency). The consolidated financial statements are presented in pounds sterling, which is the reporting and presentation currency of the entity. The functional currency of the entity's subsidiaries, is the Argentine Peso.
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Accounting estimates and judgements
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5.1 Judgement
Business combinations
Management uses valuation techniques when determining fair value of certain assets and liabilities acquired in a business combination. Assets acquired and liabilities assumed are measured at fair value on the date of acquisition. Goodwill comprises the value of intangible assets that do not meet the criteria for recognition under IAS 38. (see note 12).
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5.2 Estimates and assumptions
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Impairment of non-financial assets
In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit ("CGU") based on expected cashflows. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.
Page 26
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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The following is an analysis of the Group's revenue for the year from continuing operations:
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Analysis of revenue by country of destination:
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Page 27
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Employee benefit expenses
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Employee benefit expenses (including Directors) comprise:
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Social security contributions and similar taxes
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Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, which consist of the Directors of the Company listed on page 1.
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The monthly average number of persons, including the Directors, employed by the Group during the year was as follows:
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Page 28
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Finance income and expense
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Recognised in profit or loss
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Total interest income arising from financial assets measured at amortised cost or FVOCI
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Net finance income/(expense) recognised in profit or loss
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The above financial income and expense include the following in respect of assets (liabilities) not at fair value through profit or loss:
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Total interest expense on financial liabilities
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Page 29
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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10.1 Income tax recognised in profit or loss
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Origination and reversal of timing differences
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Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
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Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
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Tax using the Company's domestic tax rate of 25% (2022:19%)
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Unrelieved tax losses carried forward
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Other differences leading to an increase/(decrease) in the tax charge
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Changes in tax rates and factors affecting the future tax charges
In the UK, as part of the Finance Bill 2021, which was substantively entacted on 1 April 2022, the corporation tax main rate was to remain at 19% until 31 March 2023.
The UK government has announced the main rate will increase on 1 April 2023 to 25% for companies with taxable profits above £250,000. Companies with taxable profits below £50,000 will continue to pay at 19% and marginal relief will apply between these thresholds.
Page 30
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
10.Tax expense (continued)
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10.2 Deferred tax balances
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The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
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Recognised in profit or loss
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Deferred tax (liabilities)/assets in relation to:
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Property, plant and equipment
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Available-for-sale financial assets
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Recognised in profit or loss
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Deferred tax (liabilities)/assets in relation to:
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Property, plant and equipment
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Available-for-sale financial assets
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Page 31
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Property, plant and equipment
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Foreign exchange movements
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Accumulated depreciation and impairment
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Charge owned for the year
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Foreign exchange movement
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Page 32
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
12.Intangible assets (continued)
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Accumulated amortisation and impairment
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Charge for the year - owned
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Details of the Group's material subsidiaries at the end of the reporting period are as follows:
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Place of incorporation and operation
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Proportion of ownership interest and voting power held by the Group (%)
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Computer and web services
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13.1 Composition of the Group
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Information about the composition of the Group at the end of the reporting period is as follows:
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Place of incorporation and operation
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Number of non-wholly-owned subsidiaries
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Computer and web services
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Page 33
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Trade and other receivables
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Total trade and other receivables
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Less: current portion - trade receivables
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Less: current portion - other receivables
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Total non-current portion
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Page 34
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Receivables from related parties
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Total financial assets other than cash and cash equivalents classified as loans and receivables
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Current asset investments
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total trade and other payables
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Less: current portion - trade payables
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Less: current portion - other payables
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Less: current portion - accruals
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Total non-current position
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Page 35
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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In the prior year, other payables within the company's balance sheet consists of prepaid capital contributions in relation to Capp Mobile SRL.
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Total loans and borrowings
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Class A Shares shares of £0.0001 each
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Pre-series A shares of £0.0001 each
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Page 36
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
18.Share capital (continued)
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Class A Shares shares of £0.0001 each
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Pre-series A shares of £0.0001 each
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Share premium
This reserve records the amount above the nominal value received for shares issued by the company. Share premium may only be utilised to write-ff any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.
Foreign exchange reserve
This reserve comprises foreign exchange differences arising from the translation of financial statements of the group's foreign entities into sterling.
Retained earnings
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the company's shareholders.
Page 37
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Non-controlling interests
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Balance at beginning of the year
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Share of loss/profit for the year
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Non-controlling interests arising on acquisition
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Analysis of amounts recognised in other comprehensive income
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Exchange differences arising on translation of foreign operations
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Exchange differences arising on translation of foreign operations
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Related party transactions
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Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
The Company is controlled by Mr G Remy, by virtue of his majority shareholding in the Company.
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Notes supporting statement of cash flows
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Cash at bank available on demand
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Cash and cash equivalents in the statement of financial position
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Bank overdrafts used for cash management purposes
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Cash and cash equivalents in the statement of cash flows
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Cash at bank available on demand
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Cash and cash equivalents in the statement of financial position
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Cash and cash equivalents in the statement of cash flows
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Page 40
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NUQLEA LIMITED
Notes to the Consolidated Financial Statements
For the Year Ended 31 December 2023
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Financial risk management
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Directors consider the group's financial risk profile to be low. The main risks impacting the group are below:
Credit risk
The group is exposed to credit risk and recognises expected credit losses on all financial assets that are subject to credit risk, including trade receivables, in accordance with IFRS 9, Financial Instruments.
Liquidity and funding risk
Liquidity and funding risk is the risk that the group will not meet its short term financial demands. The group is in a net current asset position which shows that it is able to repay all outstanding debts on demand., therefore liquidity risk is considered low.
Capital risk management
The group's objectives when managing capital (i.e shareholders funds in the business) are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal credit structure to reduce cost of capital.
The group has determined that its financial instruments are not subject to significant market risk due to their short term nature and the nature of the group's business operations. Accordingly , the group does not consider market risk to be a material risk factor in its financial statements.
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