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Company registration number: 08271502







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


NETPAY MERCHANT SERVICES LIMITED






































img0030.png                        

 


NETPAY MERCHANT SERVICES LIMITED
 


 
COMPANY INFORMATION


Directors
N Motyer (resigned 1 March 2023)
A Baninajar 
S M Kilkelly (appointed 19 May 2023, resigned 24 May 2024)




Registered number
08271502



Registered office
Janus House
Endeavour Drive

Basildon

Essex

SS14 3WF




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX





 


NETPAY MERCHANT SERVICES LIMITED
 



CONTENTS



Page
Statement of Financial Position
1
Notes to the Financial Statements
2 - 11


 


NETPAY MERCHANT SERVICES LIMITED
REGISTERED NUMBER:08271502



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 5 
517,974
655,700

Tangible assets
 6 
21,079
28,877

  
539,053
684,577

Current assets
  

Stocks
  
5,343
3,710

Debtors: amounts falling due within one year
 7 
3,329,959
3,449,471

Cash at bank and in hand
  
36,622
318,445

  
3,371,924
3,771,626

Creditors: amounts falling due within one year
 8 
(3,865,288)
(5,191,110)

Net current liabilities
  
 
 
(493,364)
 
 
(1,419,484)

Total assets less current liabilities
  
45,689
(734,907)

Creditors: amounts falling due after more than one year
  
(1,753,887)
-

  

Net liabilities
  
(1,708,198)
(734,907)


Capital and reserves
  

Called up share capital 
  
1
1

Share premium account
  
100,999
100,999

Profit and loss account
  
(1,809,198)
(835,907)

  
(1,708,198)
(734,907)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 September 2024.




A Baninajar
Director

The notes on pages 2 to 11 form part of these financial statements.

Page 1

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

NetPay Merchant Services Limited is a private company limited by shares, registered in England and Wales. The
address of its registered office is disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

At the period end date, the company's liabilities exceed its assets, therefore the company is reliant on the continued support provided to it by its parent company NetPay Solutions Group Limited. 
NetPay Solutions Group Limited has confirmed that it will not withdraw the support until the company has sufficient means to repay amounts owed. The directors consider that the company is able to meet its obligations as they fall due for the foreseeable future. As a result the accounts have been prepared on a going concern basis.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 2

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 3

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Exceptional items

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

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:
Development expenditure - 10 years
Trademarks - 10 years

Page 4

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, a reducing balance or straight line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
over the term of the lease
Fixtures and fittings
-
20%
reducing balance
Computer equipment
-
33%
reducing balance or straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 5

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Page 6

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)


Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Employees

The average monthly number of employees, including directors, during the year was 5 (2022 - 57).


4.


Exceptional items

2023
2022
£
£


Irrecoverable VAT due to partial exemption status
9,796
29,587

9,796
29,587

Page 7

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Intangible assets




Development expenditure
Trademarks
Total

£
£
£



Cost


At 1 January 2023
1,448,860
4,538
1,453,398


Additions - internal
78,906
-
78,906



At 31 December 2023

1,527,766
4,538
1,532,304



Amortisation


At 1 January 2023
795,861
1,837
797,698


Charge for the year on owned assets
216,238
395
216,633



At 31 December 2023

1,012,099
2,232
1,014,331



Net book value



At 31 December 2023
515,667
2,306
517,973



At 31 December 2022
652,999
2,701
655,700



Page 8

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
36,830
36,520
143,322
216,672


Disposals
-
-
(299)
(299)



At 31 December 2023

36,830
36,520
143,023
216,373



Depreciation


At 1 January 2023
36,830
26,400
124,565
187,795


Charge for the year on owned assets
-
1,967
5,532
7,499



At 31 December 2023

36,830
28,367
130,097
195,294



Net book value



At 31 December 2023
-
8,153
12,926
21,079



At 31 December 2022
-
10,120
18,757
28,877


7.


Debtors

2023
2022
£
£


Trade debtors
2,555
115,667

Amounts owed by group undertakings
3,168,296
3,164,309

Other debtors
38,600
12,444

Prepayments and accrued income
-
70,072

Deferred taxation
120,508
86,979

3,329,959
3,449,471


Page 9

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
12,545
178,831

Amounts owed to group undertakings
3,739,949
4,383,853

Other taxation and social security
-
304,478

Other creditors
-
22,880

Accruals and deferred income
112,794
301,068

3,865,288
5,191,110



9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
1,753,887
-

1,753,887
-



10.


Deferred taxation




2023


£






At beginning of year
86,979


Charged to profit or loss
33,529



At end of year
120,508

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
120,508
86,979

120,508
86,979


11.


Parent Company

The smallest group in which the results are consolidated is that headed by NetPay Solutions Group Limited. The
registered office of NetPay Solutions Group Limited is Janus House, Endeavour Drive, Basildon, Essex, England, SS14 3WF.
Page 10

 


NETPAY MERCHANT SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 10 September 2024 by James Hadfield FCA (Senior Statutory Auditor) on behalf of Menzies LLP.

 
Page 11