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Registered number: 11760343













TOQIO FINTECH LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2024


 
TOQIO FINTECH LIMITED
 

 
COMPANY INFORMATION


Directors
M P Galvin 
E Martinez Garcia 




Registered number
11760343



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 LIMITED
 


CONTENTS



Page
Directors' Report
 
1 - 2
Independent Auditors' Report
 
3 - 6
Statement of Comprehensive Income
 
7
Balance Sheet
 
8
Statement of Changes in Equity
 
9
Notes to the Financial Statements
 
10 - 25



 
TOQIO FINTECH LIMITED
 

 
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 

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the 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 of the profit or loss of the Company for that period.

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


select suitable accounting policies for the Company'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 Company 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 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 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 £4,327,583 (2022 - loss £2,192,275).

The directors do not recommend the payment of a dividend and the loss for the period will be transferred to reserves.

Future developments

Looking forward, the Company 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 LIMITED
 

 
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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company 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 2


 
TOQIO FINTECH LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH LIMITED

Opinion


We have audited the financial statements of Toqio Fintech Limited (the 'Company') for the period ended 31 March 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 Company's affairs as at 31 March 2024 and of its 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 Company 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.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which indicates that there are factors identified that may cast significant doubt on the Company's ability to continue as a going concern. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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


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


Page 3


 
TOQIO FINTECH LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH LIMITED (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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 4


 
TOQIO FINTECH LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH LIMITED (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 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 5


 
TOQIO FINTECH LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOQIO FINTECH LIMITED (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 6


 
TOQIO FINTECH LIMITED
 

 
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 
1,578,024
1,236,621

Cost of sales
  
(711,236)
(962,161)

Gross profit
  
866,788
274,460

Administrative expenses
  
(5,769,371)
(2,746,689)

Operating loss
 5 
(4,902,583)
(2,472,229)

Tax on loss
 9 
575,000
279,954

Loss for the financial period
  
(4,327,583)
(2,192,275)

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

There was no other comprehensive income for 2024 (2022:£NIL).

The notes on pages 10 to 25 form part of these financial statements.

Page 7


 
TOQIO FINTECH LIMITED
REGISTERED NUMBER:11760343


BALANCE SHEET
AS AT 31 MARCH 2024

31 March
31 December
2024
2022
Note
£
£

Fixed assets
  

Intangible assets
 10 
133,644
-

Tangible assets
 11 
6,993
11,585

Investments
 12 
101,757
101,757

  
242,394
113,342

Current assets
  

Debtors: amounts falling due within one year
 13 
708,838
868,713

Cash at bank and in hand
 14 
120,904
196,042

  
829,742
1,064,755

Creditors: amounts falling due within one year
 15 
(8,188,590)
(3,966,968)

Net current liabilities
  
 
 
(7,358,848)
 
 
(2,902,213)

Total assets less current liabilities
  
(7,116,454)
(2,788,871)


Capital and reserves
  

Called up share capital 
 16 
1
1

Profit and loss account
 17 
(7,116,455)
(2,788,872)

  
(7,116,454)
(2,788,871)


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 10 to 25 form part of these financial statements.

Page 8


 
TOQIO FINTECH LIMITED
 


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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1
(596,597)
(596,596)


Comprehensive income for the year

Loss for the year
-
(2,192,275)
(2,192,275)



At 1 January 2023
1
(2,788,872)
(2,788,871)


Comprehensive income for the period

Loss for the period
-
(4,327,583)
(4,327,583)


At 31 March 2024
1
(7,116,455)
(7,116,454)


The notes on pages 10 to 25 form part of these financial statements.

Page 9


 
TOQIO FINTECH LIMITED
 

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

1.


General information

Toqio Fintech Limited is incorporated 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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Toqio Fintech Holdings Ltd as at 31 March 2024 and these financial statements may be obtained from Companies House.

Page 10


 
TOQIO FINTECH LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Going concern

The company made a loss after taxation for the year ended 31 March 2024 of £4,327,583 resulting in a balance sheet deficit at the year end of £7,116,454.  The company continued to develop and refine its product and as a result the product went live for a number of clients in 2024.  In addition, the company continues to build its client base as a number of new licence agreements have been finalised and signed. The company 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 addition, the company is supported by the loans made to it by Toqio Fintech Holdings Limited and Toqio Fintech SL totalling £8,027,803 as at 31 March 2024.  The directors of these entities have confirmed their intention to continue to provide financial support such that the company is able to meet its ongoing liabilities as and when they fall due.
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 company will continue in operational existence for the foreseeable future, and that the going concern basis is appropriate for the preparation of the company's financial statements.

 
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:

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

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 11


 
TOQIO FINTECH LIMITED
 

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

2.Accounting policies (continued)

 
2.6

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
-
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.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

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.

 
2.9

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.

 
2.10

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.

 
2.11

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 Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Page 12


 
TOQIO FINTECH LIMITED
 

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

2.Accounting policies (continued)


2.11
Financial instruments (continued)

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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

 
2.12

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.

 
2.13

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 13


 
TOQIO FINTECH LIMITED
 

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

2.Accounting policies (continued)

  
2.14

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.15

Taxation

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 operates and generates 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; 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 balance sheet date.

Page 14


 
TOQIO FINTECH LIMITED
 

 
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 company'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 Company'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 15


 
TOQIO FINTECH LIMITED
 

 
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
1,578,024
1,236,621


Analysis of turnover by country of destination:

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

United Kingdom
1,440,821
1,217,974

Rest of the world
137,203
18,648

1,578,024
1,236,622



5.


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
3,648
1,931

Amortisation of intangible assets
22,069
-

Research & development charged as an expense
3,887,833
839,442

Exchange differences
(24,147)
(4,638)

Page 16


 
TOQIO FINTECH LIMITED
 

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

6.


Auditors' remuneration

During the period, the Company 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 Company's financial statements
18,000
9,500

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

Taxation compliance services
2,400
2,000

All non-audit services not included above
4,200
3,000


7.


Employees

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


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

Wages and salaries
1,296,530
1,247,290

Social security costs
91,950
69,825

Cost of defined contribution scheme
6,774
6,145

Staff costs transferred to development expenditure (note 10)
(155,713)
-

1,239,541
1,323,260


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


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







Staff
8
4

Page 17


 
TOQIO FINTECH LIMITED
 

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

8.


Directors' remuneration

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

Directors' emoluments
203,333
86,140

Company contributions to defined contribution pension schemes
1,651
-

204,984
86,140


During the period retirement benefits were accruing to 1 director (2022 - NIL) in respect of defined contribution pension schemes.

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

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

Page 18


 
TOQIO FINTECH LIMITED
 

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

9.


Taxation


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

Corporation tax


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


Total current tax
575,000
279,954

Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of24% (2022 - 19%). The differences are explained below:

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


Loss on ordinary activities before tax
4,902,583
2,472,229


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24% (2022 - 19%)
1,166,815
469,724

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(1,366)
(71)

Capital allowances for period/year in excess of depreciation
(1,093)
2,972

Surrender of tax losses
(1,262,724)
(366,836)

Short-term timing difference leading to an increase (decrease) in taxation
283
276

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
1,193,659
487,296

Unrelieved tax losses carried forward
(520,574)
(313,407)

Total tax credit for the period/year
575,000
279,954


Factors that may affect future tax charges

Page 19


 
TOQIO FINTECH LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
 
9.Taxation (continued)

The company has tax losses of approximately £3,700,000 which are available to carry forward and offset against future trading profits. The maximum potential deferred tax asset of approximately £925,000 which arises as a consequence of these losses has not been recognised within the company's balance sheet as its recoverability is dependent on future taxable profits and there is uncertainty as to the period over which these taxable profits might arise.

Page 20


 
TOQIO FINTECH LIMITED
 

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

10.


Intangible assets






Development expenditure

£



Cost


Additions
155,713



At 31 March 2024

155,713



Amortisation


Charge for the period on owned assets
22,069



At 31 March 2024

22,069



Net book value



At 31 March 2024
133,644



At 31 December 2022
-

Development expenditure represents staff costs incurred on software development projects which are considered to be commercially viable.
Amortisation is being provided over the estimated useful economic life which is considered to be 10 years.
Development expenditure is reviewed annually for impairment and the review at 31 March 2024 indicated that no impairment provision was required.



Page 21


 
TOQIO FINTECH LIMITED
 

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

11.


Tangible fixed assets







Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
1,750
11,766
13,516


Disposals
-
(1,353)
(1,353)



At 31 March 2024

1,750
10,413
12,163



Depreciation


At 1 January 2023
88
1,843
1,931


Charge for the period on owned assets
219
3,429
3,648


Disposals
-
(409)
(409)



At 31 March 2024

307
4,863
5,170



Net book value



At 31 March 2024
1,443
5,550
6,993



At 31 December 2022
1,662
9,923
11,585

Page 22


 
TOQIO FINTECH LIMITED
 

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

12.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
101,757



At 31 March 2024
101,757





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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)
£
£

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

Toqio Technologies S.L.

(1,260)
-

Page 23


 
TOQIO FINTECH LIMITED
 

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

13.


Debtors

31 March
31 December
2024
2022
£
£


Trade debtors
91,681
148,737

Amounts owed by group undertakings
-
333,820

Other debtors
583,309
327,892

Prepayments and accrued income
33,848
58,264

708,838
868,713



14.


Cash and cash equivalents

31 March
31 December
2024
2022
£
£

Cash at bank and in hand
120,904
196,042



15.


Creditors: Amounts falling due within one year

31 March
31 December
2024
2022
£
£

Trade creditors
71,626
142,222

Amounts owed to group undertakings
8,027,803
3,719,017

Other taxation and social security
24,825
64,833

Other creditors
2,282
15,396

Accruals and deferred income
62,054
25,500

8,188,590
3,966,968


Page 24


 
TOQIO FINTECH LIMITED
 

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

16.


Share capital

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



1 (2022 - 1) Ordinary share of £1.00
1
1



17.


Reserves

Profit and loss account

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


18.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £6,774 (2022 - £6,145). Contributions totalling £1,535 (2022 - £1,335) were payable to the fund at the balance sheet date and are included in creditors.


19.


Controlling party

The ultimate parent undertaking is Toqio Fintech Holdings Limited, a company registered in England.
Priory Road SL, a company incorporated in Spain, is the controlling party of Toqio Fintech Holdings Limited Limited.

 
Page 25