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Registered number: 13261766













TOQIO FINTECH HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2024


 
TOQIO FINTECH HOLDINGS LTD
 

 
COMPANY INFORMATION


Directors
M P Galvin 
E Martinez Garcia 
R I Fernandez 
A Xenofontos 
E M Hausmann 
J Wilson 
A Palma (resigned 20 April 2023)
G De Montessus (appointed 13 February 2023)




Registered number
13261766



Registered office
Harwood House
43 Harwood Road

London

SW6 4QP




Independent auditors
Warrener Stewart
Chartered Accountants & Statutory Auditors

Harwood House

43 Harwood Road

London

SW6 4QP






 
TOQIO FINTECH HOLDINGS LTD
 


CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Balance Sheet
 
11 - 12
Company Balance Sheet
 
13
Consolidated Statement of Changes in Equity
 
14
Company Statement of Changes in Equity
 
15
Consolidated Statement of Cash Flows
 
16 - 17
Consolidated Analysis of Net Debt
 
18
Notes to the Financial Statements
 
19 - 38



 
TOQIO FINTECH HOLDINGS LTD
 

 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

The Directors present their Strategic Report for Toqio Fintech Holdings Limited (the “Company”) and its subsidiary undertakings (the “Group”) for the period ended 31 March 2024. 

Principal activities
 
The principal activity of the Company during the year was that of a holding company for a set of operating subsidiaries. The principal activity of the Group is that of providing a software as a service product that allows financial and non-financial organisations to create and launch their own fully-branded banking or finance solution as an application or on the web.

Business review
 
As set out in the Consolidated Statement of Comprehensive Income on page 10, the Group has made a loss in the year of £5,638,388 (2022: £4,975,780). As set out in the Consolidated Balance Sheet on page 11, the net assets of the Group as at 31 March 2024 were £10,643,222 (2022: £16,274,054).
The year ended 31 March 2024 results reflect the fact that the Group has continued investing in product, technology, and go-to-market capabilities while revising its commercial strategy in light of prevailing market conditions. The €20m capital raise was intended to support said investment. The Group’s operating loss in the period is therefore to be interpreted as part of an intentional growth and business development strategy in line with market practice for venture-backed enterprises.
Key product and technology development in the period included:

Development of business banking and treasury capabilities
Development of card program capabilities
Progress on GDPR and PCI compliance
New integrations with 3rd-party providers
Enhanced reporting capabilitie

Additionaly, the Group developed substantial in-house direct Sales and Marketing capabilities and levelled up a number of operational processes related to finance, people, and internal operations.

Future developments
 
Looking forward, the Group plans to focus on further developing its product and technology and enable the successful commercialisation of its software platform to larger, more established corporate clients - Primarily across the UK and the European Union. 

Page 1


 
TOQIO FINTECH HOLDINGS LTD
 


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Principal risks and uncertainties
 
The Directors have considered the risks which are most significant to the business in terms of both operational and financial impact. Those with a material impact on the Group’s long-term performance are detailed below:

Strategic Risk
This is the risk of the Group not meeting its strategic objectives. The Group’s management and Board of Directors periodically review the Group’s operational and financial results at a granular level, and either agree on concrete actions required to achieve the strategic objectives, or agree to update said strategic objectives to ensure the sustainability of the Group’s operations. 

Credit Risk
This is the risk of financial losses arising from the Group being unable to recover funds owed to it. The primary risk comes from the Group’s outstanding customer balances. The Group seeks to mitigate this risk by incorporating thorough credit approval systems and different payment methods for customers depending on the credit review's outcome. The rules followed on the credit approval systems are reviewed regularly and analysed on a case-by-case basis, to ensure they mitigate the risk to an acceptable level.

Liquidity Risk
This is the risk of the Group failing to meet its financial obligations as a result of insufficient cash being available. The Group monitors its cash position regularly and uses forecasting techniques to ensure it has sufficient cash to meet its operational requirements. A number of cost-reduction initiatives can be implemented as required to preserve cash and extend the Group’s cash runway.

Regulatory Risk
This is the risk of failing to comply with regulatory requirements applying to business arrangements and activities. The Group endeavours to be compliant with all applicable regulations and laws by monitoring adherence to internal rules and using external relevant advice and guidance.

Financial key performance indicators
 
The Group monitors the following key performance indicators (“KPIs”) on a regular basis by way of assessing monthly management accounts. Some of the principal KPIs include:

No. of customers
Contracted ARR
Invoiced ARR
Live ARR
Revenue
Expenses / Overheads
Net Dollar Retention
Customer Churn
LTV (Customer Lifetime Value) and CAC (Customer Acquisition Cost)
Monthly Cash Burn

Other key performance indicators are used to help Directors monitor the financial performance of the Group and are as follows for the 15 months ended 31 March 2024:

Revenue: £1,859,083 (2022: £1,621,010)
EBITDA: loss of £4,561,686 (2022: loss of £4,521,711)
Net Current Assets: £7,019,553 (2022: £12,839,196)



Page 2


 
TOQIO FINTECH HOLDINGS LTD
 


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Directors' statement of compliance with duty to promote the success of the Company

The Directors of Toqio Fintech Holdings Ltd consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be mostlikely to promote the success of the Group for the benefit of the shareholders as a whole. This has been achieved through strong systemic controls; investment in our staff through training and incentives; and a focus on high standards of customer service. All share classes have had representation at Board level and the Board is committed to a strategy that will drive long term value for the equity holders in the business.


This report was approved by the board and signed on its behalf.





................................................
E Martinez Garcia
Director

Date: 7 October 2024

Page 3


 
TOQIO FINTECH HOLDINGS LTD
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

The directors present their report and the financial statements for the period ended 31 March 2024.

Directors

The directors who served during the period were:

M P Galvin 
E Martinez Garcia 
R I Fernandez 
A Xenofontos 
E M Hausmann 
J Wilson 
A Palma (resigned 20 April 2023)
G De Montessus (appointed 13 February 2023)

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The loss for the period, after taxation, amounted to £5,638,388 (2022 - loss £4,975,780).

Future developments

Looking forward, the Group plans to focus on further developing its product and technology and enable the successful commercialisation of its software platform to larger, more established corporate clients - Primarily across the UK and the European Union. 

Page 4


 
TOQIO FINTECH HOLDINGS LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Disclosure of information to auditors

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsWarrener Stewartwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
E Martinez Garcia
Director

Date: 7 October 2024

Page 5


 
TOQIO FINTECH HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH HOLDINGS LTD

Opinion


We have audited the financial statements of Toqio Fintech Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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


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


Page 6


 
TOQIO FINTECH HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH HOLDINGS LTD (CONTINUED)

Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7


 
TOQIO FINTECH HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH HOLDINGS LTD (CONTINUED)

Auditors' 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 Auditors' 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 Group 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:

Our assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur, is considered to be low. This conclusion was reached after consideration of the following:

a high level of review of key performance and similar indicators;
a high level of informed management within senior and finance management;
the general absence of individuals with opportunity and authority to override controls undetected; and
a high level of long service, experience and trust within key finance management.

We designed our audit procedures to respond to identified audit risks, including non-compliance with laws and regulations (irregularities) that are material to the financial statements. Some of the specific procedures performed to detect irregularities, including fraud, are detailed below:

review of control accounts and journal entries for large, unusual or unauthorised entries including management override;
analytical review of the detailed profit and loss account for variances that are either unexpected or felt not to be in accordance with our understanding of the business during the year; and
obtaining and reviewing for completeness a list of entities and persons considered to be related parties (as defined by Financial Reporting Standard 102) and reviewing the ledgers of the Group for previously unreported related party transactions.

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


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


Page 8


 
TOQIO FINTECH HOLDINGS LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH HOLDINGS LTD (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Colin Edney (Senior Statutory Auditor)
  
for and on behalf of
Warrener Stewart
 
Chartered Accountants
Statutory Auditors
  
Harwood House
43 Harwood Road
London
SW6 4QP

 
Date: 
8 October 2024
Page 9


 
TOQIO FINTECH HOLDINGS LTD
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024

15 months ended
31 March
Year ended
31 December
2024
2022
Note
£
£

  

Turnover
 4 
1,859,083
1,621,010

Cost of sales
  
(743,619)
(400,357)

Gross profit
  
1,115,464
1,220,653

Distribution costs
  
(714,557)
(939,512)

Administrative expenses
  
(6,677,802)
(5,625,036)

Other operating income
 5 
-
34,477

Operating loss
 6 
(6,276,895)
(5,309,418)

Interest receivable and similar income
 10 
65,672
48,166

Interest payable and similar expenses
 11 
(2,165)
(1,516)

Loss before taxation
  
(6,213,388)
(5,262,768)

Tax on loss
 12 
575,000
286,988

Loss for the financial period
  
(5,638,388)
(4,975,780)

Other comprehensive income
  

Currency translation differences
  
(36,474)
-

Total comprehensive income for the period
  
(5,674,862)
(4,975,780)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(5,638,388)
(4,975,780)

Total comprehensive income for the period attributable to:
  

Owners of the parent Company
  
(5,674,862)
(4,975,780)

There were no recognised gains and losses for 2024 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 19 to 38 form part of these financial statements.

Page 10


 
TOQIO FINTECH HOLDINGS LTD
REGISTERED NUMBER:13261766


CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

31 March
31 December
2024
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
4,854,882
3,771,153

Tangible assets
 14 
55,340
101,021

  
4,910,222
3,872,174

Current assets
  

Debtors: amounts falling due after more than one year
 16 
378,226
53,521

Debtors: amounts falling due within one year
 16 
1,077,945
811,849

Cash at bank and in hand
 17 
6,113,256
12,723,750

  
7,569,427
13,589,120

Creditors: amounts falling due within one year
 18 
(549,874)
(749,924)

Net current assets
  
 
 
7,019,553
 
 
12,839,196

Total assets less current liabilities
  
11,929,775
16,711,370

Creditors: amounts falling due after more than one year
 19 
(1,247,228)
(409,722)

Provisions for liabilities
  

Deferred taxation
 22 
(39,325)
(27,594)

Net assets
  
10,643,222
16,274,054


Capital and reserves
  

Called up share capital 
 23 
2,497
2,497

Share premium account
 24 
22,279,319
22,279,319

Foreign exchange reserve
 24 
(36,474)
-

Other reserves
 24 
204,688
160,658

Profit and loss account
 24 
(11,806,808)
(6,168,420)

  
10,643,222
16,274,054


Page 11


 
TOQIO FINTECH HOLDINGS LTD
REGISTERED NUMBER:13261766

    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024

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




................................................
E Martinez Garcia
Director

Date: 7 October 2024

The notes on pages 19 to 38 form part of these financial statements.

Page 12


 
TOQIO FINTECH HOLDINGS LTD
REGISTERED NUMBER:13261766


COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

31 March
31 December
2024
2022
Note
£
£

Fixed assets
  

Investments
 15 
9,457,297
4,741,830

  
9,457,297
4,741,830

Current assets
  

Debtors: amounts falling due within one year
 16 
6,834,787
5,162,145

Cash at bank and in hand
 17 
5,880,973
12,348,749

  
12,715,760
17,510,894

Creditors: amounts falling due within one year
 18 
(30,858)
(19,622)

Net current assets
  
 
 
12,684,902
 
 
17,491,272

  

  

Net assets
  
22,142,199
22,233,102


Capital and reserves
  

Called up share capital 
 23 
2,497
2,497

Share premium account
 24 
22,279,319
22,279,319

Profit and loss account carried forward
  
(139,617)
(48,714)

  
22,142,199
22,233,102


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




................................................
E Martinez Garcia
Director

Date: 7 October 2024

The notes on pages 19 to 38 form part of these financial statements.

Page 13


 
TOQIO FINTECH HOLDINGS LTD
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


Called up share capital
Share premium account
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£
£


At 1 January 2022
1,900
6,608,187
-
186,516
(1,192,640)
5,603,963


Comprehensive income for the year

Loss for the year
-
-
-
-
(4,975,780)
(4,975,780)


Contributions by and distributions to owners

Shares issued during the year
597
15,671,132
-
-
-
15,671,729

Other reserves
-
-
-
(25,858)
-
(25,858)


Total transactions with owners
597
15,671,132
-
(25,858)
-
15,645,871



At 1 January 2023
2,497
22,279,319
-
160,658
(6,168,420)
16,274,054


Comprehensive income for the period

Loss for the period
-
-
-
-
(5,638,388)
(5,638,388)

Currency translation differences
-
-
(36,474)
-
-
(36,474)


Contributions by and distributions to owners

Other reserves
-
-
-
44,030
-
44,030


Total transactions with owners
-
-
-
44,030
-
44,030


At 31 March 2024
2,497
22,279,319
(36,474)
204,688
(11,806,808)
10,643,222


The notes on pages 19 to 38 form part of these financial statements.

Page 14


 
TOQIO FINTECH HOLDINGS LTD
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1,900
6,608,187
(86,564)
6,523,523


Comprehensive income for the year

Profit for the year
-
-
37,850
37,850


Contributions by and distributions to owners

Shares issued during the year
597
15,671,132
-
15,671,729


Total transactions with owners
597
15,671,132
-
15,671,729



At 1 January 2023
2,497
22,279,319
(48,714)
22,233,102


Comprehensive income for the year

Loss for the period
-
-
(90,903)
(90,903)


Contributions by and distributions to owners

Shares issued during the period
-
-
-
-


Total transactions with owners
-
-
-
-


At 31 March 2024
2,497
22,279,319
(139,617)
22,142,199


The notes on pages 19 to 38 form part of these financial statements.

Page 15


 
TOQIO FINTECH HOLDINGS LTD
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024

15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Cash flows from operating activities

Loss for the financial period
(5,638,388)
(4,975,780)

Adjustments for:

Amortisation of intangible assets
1,098,419
479,171

Depreciation of tangible assets
41,790
28,559

Loss on disposal of tangible assets
189
-

Interest paid
2,165
1,516

Interest received
(65,672)
(48,166)

Taxation charge
(575,000)
(286,988)

(Increase) in debtors
(295,756)
(70,281)

Decrease in amounts owed by participating ints
-
17,871

(Decrease)/increase in creditors
(188,318)
343,176

Corporation tax received
279,954
143,194

Foreign exchange
(36,474)
-

Net cash generated from operating activities

(5,377,091)
(4,367,728)


Cash flows from investing activities

Purchase of intangible fixed assets
(2,182,149)
(1,512,587)

Purchase of tangible fixed assets
(10,894)
(57,761)

Sale of tangible fixed assets
14,597
-

Interest received
65,672
48,166

Restricted reserves
44,030
(25,858)

Net cash from investing activities

(2,068,744)
(1,548,040)
Page 16


 
TOQIO FINTECH HOLDINGS LTD
 


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

15 months ended
31 March
Year ended
31 December

2024
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
-
15,671,728

Other new loans
870,472
131,812

Repayment of loans
(32,966)
(18,705)

Interest paid
(2,165)
(1,516)

Net cash used in financing activities
835,341
15,783,319

Net (decrease)/increase in cash and cash equivalents
(6,610,494)
9,867,551

Cash and cash equivalents at beginning of period
12,723,750
2,856,199

Cash and cash equivalents at the end of period
6,113,256
12,723,750


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
6,113,256
12,723,750


The notes on pages 19 to 38 form part of these financial statements.

Page 17


 
TOQIO FINTECH HOLDINGS LTD
 


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 MARCH 2024




At 1 January 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

12,723,750

(6,610,494)

6,113,256

Debt due after 1 year

(409,723)

(837,505)

(1,247,228)


12,314,027
(7,447,999)
4,866,028

The notes on pages 19 to 38 form part of these financial statements.

Page 18


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

1.


General information

Toqio Fintech Holdings Limited is incorporataed and domiciled in England and Wales. The registered
office is Harwood House, 43 Harwood Road, London, SW6 4QP.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 21 March 2021.

 
2.3

Going concern

The group made a loss after taxation for the year ended 31 March 2024 of £5,638,388 (2022: £4,975,780). The group has continued to develop and refine its product since the year end and as a result the product has gone live for a number of clients in 2024. In addition, the group continues to build its client base as a number of new licence agreements have been finalised and signed since the year end. The group has strong cash reserves sufficient to support operations during 2025 and beyond. The company's medium term policy is to pursue aggressive growth over the next few years while crafting a pathway to profitability.
In the light of this and after taking into account all information that could reasonably be expected to be available, the director is satisfied that the group will continue in operational existence for the foreseeable future, and that the going concern basis is appropriate for the preparation of the group's financial statements.

Page 19


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

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 Group 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.

Page 20


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.6

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 10 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.

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Borrowing costs

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

  
2.11

Pensions

                 Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 21


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the period 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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.

Page 22


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

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, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
10 - 25%
Computer equipment
-
25%

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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.16

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.

 
2.17

Cash and cash equivalents

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

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

 
2.18

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 23


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.19

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.

 
2.20

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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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 Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 24


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgments, 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, if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods. Critical accounting estimates and assumptions are as follows;
 
          Useful economic lives of tangible and intangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. Intangible assets are reviewed regularly for impairment.

          Recoverability of debtors

The Group's trade debtors are regularly considered for indications of impairment. Estimation is involved in the assessment of the recoverability of debtors and the calculation of the associated bad debt provision. Factors such as the age of the debt, prior experience and underlying financial strength of the customer statistics are included in management's assessment.

Page 25


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

4.


Turnover

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


15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Sales
1,859,083
1,621,010


Analysis of turnover by country of destination:

15 months ended
31 March
Year ended
31 December
2024
2022
£
£

United Kingdom
1,491,040
1,217,974

Rest of Europe
368,043
371,979

Rest of the world
-
31,057

1,859,083
1,621,010



5.


Other operating income

15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Government grants receivable
-
34,477


Page 26


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

6.


Operating loss

The operating loss is stated after charging:

15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Depreciation of tangible fixed assets
41,790
28,559

Amortisation of intangible assets
1,098,419
479,172

Exchange differences
65,420
(155,751)


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
15,000
12,500

Fees payable to the Company's auditors in respect of:

Taxation compliance services
1,000
500

All non-audit services not included above
7,250
7,000

Page 27


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

8.


Employees

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


Group
31 March
Group
31 December
2024
2022
£
£


Wages and salaries
5,199,985
4,600,981

Social security costs
91,950
69,825

Cost of defined contribution scheme
6,774
6,145

Capitalisation of staff costs
(155,713)
-

5,142,996
4,676,951


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



Group
Group
Company
Company
  15 months ended
       31 March
       Year ended
      31 December
  15 months ended
       31 March
       Year ended
      31 December
        2024
        2022
        2024
        2022
            No.
            No.
            No.
            No.









Employees
71
99
6
6


9.


Directors' remuneration

15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Directors' emoluments
325,011
86,140

Group contributions to defined contribution pension schemes
2,091
-

327,102
86,140


During the period retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £203,333 (2022 - £NIL).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,651 (2022 - £NIL).

Page 28


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

10.


Interest receivable

15 months ended
31 March
Year ended
31 December
2024
2022
£
£


Other interest receivable
65,672
48,166


11.


Interest payable and similar expenses

15 months ended
31 March
Year ended
31 December
2024
2022
£
£


Loan interest payable
2,165
1,516


12.


Taxation


15 months ended
31 March
Year ended
31 December
2024
2022
£
£

Corporation tax


Current tax credit on losses for the year
575,000
279,954


Total current tax
575,000
279,954

Deferred tax


Origination and reversal of timing differences
-
7,034

Total deferred tax
-
7,034


Taxation on profit on ordinary activities
575,000
286,988

Factors affecting tax charge for the period/year

There has been no tax charge for the period/year which is calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of24% (2022 - 19%).


Page 29


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

13.


Intangible assets

Group and Company







Development expenditure
Trademarks
Computer software
Goodwill
Total

£
£
£
£
£



Cost


At 1 January 2023
2,574,669
11,421
28,619
1,887,071
4,501,780


Additions - internal
2,176,652
-
5,497
-
2,182,149



At 31 March 2024

4,751,321
11,421
34,116
1,887,071
6,683,929



Amortisation


At 1 January 2023
394,763
1,305
4,322
330,237
730,627


Charge for the period on owned assets
895,408
1,610
12,694
188,707
1,098,419



At 31 March 2024

1,290,171
2,915
17,016
518,944
1,829,046



Net book value



At 31 March 2024
3,461,150
8,506
17,100
1,368,127
4,854,883



At 31 December 2022
2,179,905
10,115
24,297
1,556,834
3,771,151



Page 30


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

14.


Tangible fixed assets

Group








Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
1,750
140,429
142,179


Additions
-
10,894
10,894


Disposals
-
(24,205)
(24,205)



At 31 March 2024

1,750
127,118
128,868



Depreciation


At 1 January 2023
88
41,069
41,157


Charge for the period on owned assets
219
41,571
41,790


Disposals
-
(9,419)
(9,419)



At 31 March 2024

307
73,221
73,528



Net book value



At 31 March 2024
1,443
53,897
55,340



At 31 December 2022
1,663
99,359
101,022

Page 31


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

15.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
4,741,830


Additions
4,715,466



At 31 March 2024
9,457,296





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Olivo Ventures Ltd
England & Wales
Ordinary
100%
Toqio Fintech Ltd
England & Wales
Ordinary
100%
Toqio Fintech USA Inc
USA
Ordinary
100%
Toqio Fintech S.L.
Spain
Ordinary
100%
Toqio Technologies S.L.
Spain
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Olivo Ventures Ltd
999
-

Toqio Fintech Ltd
(7,116,454)
(4,327,583)

Toqio Fintech USA Inc
(4,372)
(446)

Toqio Fintech S.L.
3,816,344
(1,030,960)

Toqio Technologies S.L.

(1,260)
-

Page 32


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

16.


Debtors

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£

Due after more than one year

Other debtors
378,226
53,521
-
-


Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£

Due within one year

Trade debtors
158,527
269,887
-
-

Amounts owed by group undertakings
-
-
6,834,787
5,162,145

Other debtors
885,570
483,698
-
-

Prepayments and accrued income
33,848
58,264
-
-

1,077,945
811,849
6,834,787
5,162,145



17.


Cash and cash equivalents

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£

Cash at bank and in hand
6,113,256
12,723,750
5,880,973
12,348,749



18.


Creditors: Amounts falling due within one year

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£

Trade creditors
79,066
327,853
3,444
16,622

Other taxation and social security
225,397
308,806
-
-

Other creditors
155,945
84,758
-
-

Accruals and deferred income
89,466
28,507
27,414
3,000

549,874
749,924
30,858
19,622


Page 33


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

19.


Creditors: Amounts falling due after more than one year

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£

Bank loans
8,445
41,411
-
-

Other loans
1,238,783
368,311
-
-

1,247,228
409,722
-
-





20.


Loans


Analysis of the maturity of loans is given below:


Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£



Amounts falling due 2-5 years

Bank loans
8,445
41,411
-
-

Amounts falling due after more than 5 years

Other loans
1,238,783
368,311
-
-

1,247,228
409,722
-
-


During the year there has been no defaults or breaches of the contractual obligations in relation to the loans.
None of the loans are secured by collateral.

Page 34


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

21.


Financial instruments

Group
31 March
Group
31 December
Company
31 March
Company
31 December
2024
2022
2024
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
6,113,256
12,723,750
5,880,973
12,348,749

Financial assets that are debt instruments measured at amortised cost
1,422,323
807,106
6,834,787
5,162,145

7,535,579
13,530,856
12,715,760
17,510,894


Financial liabilities

Financial liabilities measured at amortised cost
1,797,103
1,159,646
30,858
19,622


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts owed by group undertakings, and other debtors


Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group
undertakings, other taxation and social security, other creditors, loans, and accruals and deferred income.

Page 35


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

22.


Deferred taxation


Group



2024
2022


£

£






At beginning of year
27,594
34,628


Charged to profit or loss
11,731
(7,034)



At end of year
39,325
27,594

Company


2024
2022





At beginning of year
-
-


Charged to profit or loss
-
-



At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
31 March
Group
31 December
2024
2022
£
£

Accelerated capital allowances
39,325
27,594

39,325
27,594


23.


Share capital

31 March
31 December
2024
2022
£
£
Allotted, called up and fully paid



133,200 (2022 - 133,200) Ordinary shares of £0.01 each
1,332
1,332
57,020 (2022 - 57,020) Seed Preference shares of £0.01 each
570
570
59,450 (2022 - 59,450) Series A Preferred shares of £0.01 each
595
595

2,497

2,497

Page 36


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

23.Share capital (continued)

Share rights
Ordinary shares all carry a right to vote, and have full dividend and capital distribution rights.
The Seed Preference shares all carry a right to vote. They are entitled to pro rata participation in respect of any profits available for distribution and have attached to them a liquidation preference equal to the subscription amount.
Series A Preferred shares all carry a right to vote. They are entitled to pro rata participation in respect of any profits available for distribution and have attached to them a liquidation preference equal to the subscription amount.



24.


Reserves

Share premium account

The share premium account represents the difference between the price paid for and the nominal value of shares issued, net of the cost of each share issue.

Foreign exchange reserve

The foreign exchange reserve represents unrealised gains and losses on translation of the transactions
and balances from the functional currency of the company's subsidiary undertaking in EUR to its presentational currency in GBP.

Other reserves

Toqio Fintech SL is obliged to allocate a percentage of its profits for the year to a reserve account per agreeements in place, up to an agreed limit.

Profit and loss account

The profit and loss account represents accumulated post-tax profits net of dividend payments for the Company.


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £6,774 (2022 - £7,466). Contributions totalling £1,535 (2022 - £1,335) were payable to the fund at the balance sheet date and are included in creditors.


26.


Post balance sheet events

There have been no significant events affecting the Group since the year end.

Page 37


 
TOQIO FINTECH HOLDINGS LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

27.


Controlling party

The Directors do not consider there to be an ultimate controlling party.
Toqio Fintech Holdings Ltd is the parent undertaking of the smallest and largest Group of undertakings to consolidate these financial statements at 31 March 2024.

 
Page 38