Company registration number 09024600 (England and Wales)
IXARIS SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
IXARIS SOLUTIONS LIMITED
COMPANY INFORMATION
Directors
M Spiteri
P Gandhi
S Hanlon
P Nanu
Company number
09024600
Registered office
Floor 3
18 St. Swithins Lane
London
EC4N 8AD
Auditor
Glazers
843 Finchley Road
London
NW11 8NA
IXARIS SOLUTIONS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
IXARIS SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
Ixaris Solutions Limited is an independent global payments optimisation platform that enables B2B customers a flexible, low transaction cost, self-managed multicurrency settlement solution. Ixaris Solutions Limited is currently focused on the global travel market and Ixaris Group Holdings Limited is the parent company of this
subsidiary providing the platform.
2023 saw a post-tax profit of £1.49m (2022 profit: £11.58m) due to the following:
1. Ixaris Solutions Limited demonstrated strong performance in the travel market, increasing turnover by 39% for the year ended 31 December 2023, from £84.13m to £116.89m. This growth was driven by a significant rise in transactional volumes and an expanded client base.
2. Cost of Sales increased by 49%, from £69.90m to £103.98m, largely due to the higher transaction volumes. The cost per transaction also rose compared to the prior year, offsetting the turnover growth.
3. Gross profit for the year decreased by 9%, from £14.23m to £12.91m, reflecting the impact of higher costs despite increased revenues.
4. As of Q4, in line with EU regulatory requirements, all EEA customers are now serviced by the Ixaris Maltese entity ("Ixaris Financial Services Malta"). The transfer of operations occurred on 16 October 2023, meaning that going forward, Ixaris Solutions Limited will only recognise transaction flows from non-EEA customers.
IXARIS SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties
The Management of the business continues to review and assess the risks facing the operations, financial position and strategy of the company and seeks to ensure that adequate and suitable mitigating actions, structures, and processes are in place.
Ixaris Solutions Limited is a transactional business and is affected by negative market trends which impacts payment volumes. Accordingly, management continuously reviews operating costs and efficiencies to develop and implement product technologies that reduces delivery costs in order to mitigate these risks.
Banking and card scheme payment settlements form a critical part of operations and customer delivery. Ixaris Solutions Limited reduced supply risks by extending payment settlements to include self-issuing membership to both Visa and Mastercard directly rather than using a single card scheme.
Ixaris Solutions Limited is an independent financial services technology business and accordingly its systems and technologies are inherently central to the business. Management continues to ensure there is adequate planning around critical technology risks - including cyber-attacks and intrusion via a variety of strategies and protections which are regularly externally assessed.
Ixaris Solutions Limited being a payment service provider is required to adhere to anti-money laundering laws and guarantee secure customer payment authorisations. Ixaris Solutions Limited continuously invests and reviews its tools to ensure compliance and that the risks are adequately mitigated.
Customer services includes those regulated under financial services regimes across the UK and Europe. Management continues to review and test safeguarding of customer funds and compliance with payment regulations, which includes regular access to external professional advice and guidance.
The majority of corporate funds are held in GBP and Euros matching operational funding requirements. Client funds and payments are processed in the instructed currency of use by the customer and applying the actual rate therefore, management believe the company's exposure to conversion and foreign exchange risk is adequately mitigated.
Liquid resources are regularly and closely monitored on a company wide basis to ensure they are adequate to cover forward expected requirements. Corporate funds are held in a UK bank which are easily accessible. The company is free from third party debt and is funded through intercompany loans.
Key performance indicators
The business has identified several key performance indicators by which it measures its success in achieving its targets as agreed by the Board of Directors. These targets are shared with key managers within the business and reported on a monthly basis.
IXARIS SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Future developments
The Board of Directors continue to progress the expansion of their global fulfilment network coverage and several important new product offerings.
s172 Statement
In promoting the success of the company, the directors have regard to a number of stakeholders that contribute to the value and benefit of the business including customers, shareholders, employees, suppliers, partners. The primary objective of the Board of Directors is to ensure there is cohesion and mutual benefit in the policies, operations and financial actions of Ixaris Solutions Limited and the directors have a long-term vision, strategy and value ecosystem to support these aims:
The directors are aware of the wider impact of environmental change and the contributing responsibility of all businesses on their local communities and where relevant, factor this into decision making processes. The business serves the global travel industry but focuses on improving the efficiency of payments and as such, its ability to materially alter its impact on the environment is limited.
S Hanlon
Director
15 October 2024
IXARIS SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of Ixaris Solutions Limited continued to be the operation of a virtual card platform, helping companies in the travel, media, marketing and insurance sectors make smarter payment choices.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
B Hagos
(Resigned 3 November 2023)
M Spiteri
F Crosby
(Resigned 7 March 2023)
P Gandhi
S Hanlon
P Nanu
Auditor
The auditor, Glazers, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
S Hanlon
Director
15 October 2024
IXARIS SOLUTIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable laws 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
IXARIS SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF IXARIS SOLUTIONS LIMITED
- 6 -
Opinion
We have audited the financial statements of Ixaris Solutions Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
IXARIS SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF IXARIS SOLUTIONS LIMITED (CONTINUED)
- 7 -
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 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, 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 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, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
IXARIS SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF IXARIS SOLUTIONS LIMITED (CONTINUED)
- 8 -
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
1) Enquiries of management concerning the company's policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
2) Discussions among the engagement team regarding how and when fraud might occur in the financial statements and any potential indicators of fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act 2006 and United Kingdom Generally Accepted Accounting Practice.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or avoid a material penalty.
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.
In addition to the above, our procedures to respond to risks identified included the following:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
Enquiring of management concerning actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Reading minutes of meetings of those charged with governance and reviewing correspondence with relevant tax authorities; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We note that our audit is not primarily designed to detect non-compliance with laws and regulations and the directors and other management are responsible for such internal control as the directors and other management of the company determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to errors or fraud, including compliance with laws and regulations. Additionally, owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
IXARIS SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF IXARIS SOLUTIONS LIMITED (CONTINUED)
- 9 -
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Paraskumar Shah FCA
Senior Statutory Auditor
For and on behalf of Glazers
16 October 2024
Chartered Accountants
Statutory Auditor
843 Finchley Road
London
NW11 8NA
IXARIS SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2023
operations
operations
2022
as restated
Notes
£
£
£
£
£
£
Turnover
3
35,253,712
81,633,427
116,887,139
18,148,197
65,984,485
84,132,682
Cost of sales
(32,153,306)
(71,825,197)
(103,978,503)
(16,899,588)
(53,002,174)
(69,901,762)
Gross profit
3,100,406
9,808,230
12,908,636
1,248,609
12,982,311
14,230,920
Administrative expenses
(12,585,456)
(12,585,456)
(2,574,124)
(2,574,124)
Operating profit
4
(9,485,050)
9,808,230
323,180
(1,325,515)
12,982,311
11,656,796
Interest receivable and similar income
7
1,230,492
1,230,492
182,515
182,515
Interest payable and similar expenses
8
(8)
(8)
(32)
(32)
Profit before taxation
(8,254,566)
9,808,230
1,553,664
(1,143,032)
12,982,311
11,839,279
Tax on profit
9
(63,000)
(63,000)
(258,797)
(258,797)
Profit for the financial year
(8,317,566)
9,808,230
1,490,664
(1,401,829)
12,982,311
11,580,482
IXARIS SOLUTIONS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
11
251,998
Current assets
Debtors
12
38,505,043
58,374,320
Cash at bank and in hand
13
55,963,796
138,402,005
94,468,839
196,776,325
Creditors: amounts falling due within one year
14
(68,694,762)
(172,303,914)
Net current assets
25,774,077
24,472,411
Total assets less current liabilities
26,026,075
24,472,411
Provisions for liabilities
Deferred tax liability
16
63,000
(63,000)
-
Net assets
25,963,075
24,472,411
Capital and reserves
Called up share capital
17
300,001
300,001
Profit and loss reserves
25,663,074
24,172,410
Total equity
25,963,075
24,472,411
The financial statements were approved by the board of directors and authorised for issue on 15 October 2024 and are signed on its behalf by:
S Hanlon
Director
Company Registration No. 09024600
IXARIS SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
300,001
12,591,928
12,891,929
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
11,580,482
11,580,482
Balance at 31 December 2022
300,001
24,172,410
24,472,411
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
1,490,664
1,490,664
Balance at 31 December 2023
300,001
25,663,074
25,963,075
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information
Ixaris Solutions Limited is a private company limited by shares incorporated in England and Wales. The registered office is Floor 3, 18 St. Swithins Lane, London, EC4N 8AD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted were measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Nium Pte. Ltd. These consolidated financial statements are available from its registered office, 16 Raffles Quay, #20-05 Hong Leong Building, Singapore (048581).
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised as the consideration received or receivable for software processing services, software licensing and provision of professional services; it is recognised at the time the services are rendered and shown net of VAT.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.
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.
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded as the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Interchange fees
115,744,987
82,743,744
Foreign exchange fees
1,020,461
1,225,310
Dispute fees
33,128
82,535
Other fees
88,563
81,093
116,887,139
84,132,682
2023
2022
£
£
Turnover analysed by geographical market
Americas
1,975,080
2,206,816
Asia Pacific
8,994,312
4,725,014
Europe
105,867,206
77,153,001
Rest of the World
50,541
47,851
116,887,139
84,132,682
2023
2022
£
£
Other revenue
Interest income
1,230,492
182,515
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(182,693)
(417,969)
Depreciation of owned tangible fixed assets
24,524
-
Amortisation of intangible assets
-
9,167
(Profit)/loss on disposal of intangible assets
-
30,833
Operating lease charges
165,609
-
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
25,900
20,000
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was 0 (2022: 0).
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
1,230,492
182,515
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
8
32
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
258,797
Deferred tax
Origination and reversal of timing differences
63,000
Total tax charge
63,000
258,797
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 19 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
1,553,664
11,839,279
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
365,111
2,249,463
Tax effect of income not taxable in determining taxable profit
(33,888)
(1,742)
Group relief
(272,005)
(1,988,924)
Permanent capital allowances in excess of depreciation
(59,218)
Deferred tax adjustments
63,000
Taxation charge for the year
63,000
258,797
10
Discontinued operations
Transfer of EEA business to Malta
In line with EU regulatory requirements, all EEA customers are now serviced by the Ixaris Maltese entity ("Ixaris Financial Systems Malta"). The transfer of operations occurred on 16 October 2023, meaning that going forward, Ixaris Solutions Limited will only recognise transaction flows from non-EEA customers. This transfer was done at cost.
11
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 January 2023
Additions
276,522
At 31 December 2023
276,522
Depreciation and impairment
At 1 January 2023
Depreciation charged in the year
24,524
At 31 December 2023
24,524
Carrying amount
At 31 December 2023
251,998
At 31 December 2022
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
12
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
36,844,156
58,351,962
Other debtors
136,570
10,783
Prepayments and accrued income
1,524,317
11,575
38,505,043
58,374,320
Amounts owed by group undertakings includes £22,341,085 (2022: £44,237,490) held in respect of customer balances, an associated liability for which is included within other creditors.
13
Cash at bank and in hand
Cash at bank and in hand of £55,963,796 (2022: £138,406,359) includes £37,771,361 (2022: £111,148,849) held in respect of customer balances in segregated bank accounts, an associated liability for which is included within other creditors.
14
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans and overdrafts
15
1,470
Trade creditors
4,458,444
5,871,152
Amounts owed to group undertakings
2,753,989
3,239,915
Corporation tax
258,797
258,797
Other creditors
60,306,848
161,975,772
Accruals and deferred income
916,684
956,808
68,694,762
172,303,914
Included within other creditors are client fund liabilities of £60,112,446 (2022: £155,560,170). Associated assets are included within amounts owed by group undertakings and cash at bank and in hand.
15
Loans and overdrafts
2023
2022
£
£
Bank overdrafts
1,470
Payable within one year
1,470
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
63,000
-
2023
Movements in the year:
£
Liability at 1 January 2023
-
Charge to profit or loss
63,000
Liability at 31 December 2023
63,000
The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature within the same period.
17
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
300,001
300,001
300,001
300,001
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
376,339
Between two and five years
1,013,183
1,389,522
IXARIS SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
19
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Current assets
Debtors due within one year
55,525,150
2,849,170
58,374,320
Creditors due within one year
Taxation
-
(258,797)
(258,797)
Net assets
21,882,038
2,590,373
24,472,411
Capital and reserves
Profit and loss reserves
21,582,037
2,590,373
24,172,410
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2022
£
£
£
Administrative expenses
(5,423,294)
2,849,170
(2,574,124)
Taxation
-
(258,797)
(258,797)
Profit for the financial period
8,990,109
2,590,373
11,580,482
Notes to reconciliation
Management charge update
A new transfer pricing policy was put into place in the year ending 31 December 2023, this update required a change to the Q4 2022 management charge which has now been restated to reflect this. This reduced the management charge in the year ending 31 December 2022 by £2,849,170 and has increased tax payable by £258,797.
20
Related party transactions
The company has taken advantage of the exemption under FRS102 Section 33 'Related Party Transactions' from disclosing transactions with its parent and fellow group companies.
21
Ultimate controlling party
The immediate parent undertaking is Ixaris Group Holdings Limited, a company incorporated in England and Wales.
The ultimate controlling party is Nium Pte. Ltd, a company incorporated and domiciled in Singapore. The group financial statements can be obtained from 16 Raffles Quay, #20-05 Hong Leong Building, Singapore (048581).
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