Company registration number 09717666 (England and Wales)
MISHIPAY LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
MISHIPAY LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
MISHIPAY LTD
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
5,148
6,334
Tangible assets
4
107,795
38,843
Investments
5
6,057
6,057
119,000
51,234
Current assets
Stocks
-
7,370
Debtors
6
820,826
813,932
Cash at bank and in hand
1,250,516
382,047
2,071,342
1,203,349
Creditors: amounts falling due within one year
7
(833,402)
(7,560,627)
Net current assets/(liabilities)
1,237,940
(6,357,278)
Total assets less current liabilities
1,356,940
(6,306,044)
Creditors: amounts falling due after more than one year
8
(12,231)
(22,435)
Net assets/(liabilities)
1,344,709
(6,328,479)
Capital and reserves
Called up share capital
9
3,210
1,867
Share premium account
14,972,170
5,438,671
Profit and loss reserves
(13,630,671)
(11,769,017)
Total equity
1,344,709
(6,328,479)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 25 October 2024 and are signed on its behalf by:
M Khanwala
Director
Company registration number 09717666 (England and Wales)
MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information

Mishipay Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Wework Aviation House, 125 Kingsway, London, WC2B 6NH.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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.

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 at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Subscription fees received in advance are recognised in income on a straight line basis over the period of the subscription. Transaction and other one-off fees receivable are recognised in income as incurred.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Patents & licences
10% Straight Line
1.6
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.

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:

Leasehold improvement
20% Straight Line
Fixtures and fittings
20% Straight Line
Computers
33% Straight Line
Kiosks
Over period of customer contract / 33% for testing Kiosks
MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -

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.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
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.

1.11
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.

MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
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.

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.

 

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.

1.12
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.13
Equity instruments

Equity instruments issued by the company are recorded at 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.

1.14
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.

 

MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19
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
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
5
15
MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
3
Intangible fixed assets
Other
£
Cost
At 1 April 2023 and 31 March 2024
11,861
Amortisation and impairment
At 1 April 2023
5,527
Amortisation charged for the year
1,186
At 31 March 2024
6,713
Carrying amount
At 31 March 2024
5,148
At 31 March 2023
6,334
4
Tangible fixed assets
Leasehold improvement
Plant and machinery etc
Kiosks
Total
£
£
£
£
Cost
At 1 April 2023
36,910
116,132
-
153,042
Additions
-
0
1,751
116,358
118,109
Disposals
-
0
(2,099)
-
(2,099)
At 31 March 2024
36,910
115,784
116,358
269,052
Depreciation and impairment
At 1 April 2023
24,430
89,769
-
114,199
Depreciation charged in the year
6,566
15,042
27,549
49,157
Eliminated in respect of disposals
-
0
(2,099)
-
(2,099)
At 31 March 2024
30,996
102,712
27,549
161,257
Carrying amount
At 31 March 2024
5,914
13,072
88,809
107,795
At 31 March 2023
12,480
26,363
-
38,843
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
6,057
6,057
MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
216,905
177,562
Amounts owed by group undertakings
121,888
92,414
Other debtors
482,033
543,956
820,826
813,932
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
10,204
9,953
Convertible loans
-
0
6,342,816
Trade creditors
252,093
241,388
Amounts owed to group undertakings
219,344
407,916
Taxation and social security
6,710
194,483
Other creditors
345,051
364,071
833,402
7,560,627

As at 31 March 2023, the company had outstanding convertible loans plus accrued interest payable totalling £6,342,816. In December 2023, this amount was converted to Series A1+ and Series A2+ shares.

8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
12,231
22,435
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
96,979
96,979
969
969
Series A shares of 1p each
35,361
35,361
354
354
Series A1 shares of 1p each
28,823
28,823
288
288
Series A2 shares of 1p each
15,455
15,455
155
155
Deferred shares of 1p each
10,062
10,062
101
101
Series A1+ shares of 1p each
124,266
-
1,243
-
Series A2+ shares of 1p each
9,985
-
100
-
320,931
186,680
3,210
1,867
MISHIPAY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Called up share capital
(Continued)
- 8 -

Each class of shares ranks equally in respect of voting rights and dividend distribution. On a winding up, surplus assets shall be paid first to the Series A1+ Series A2+ shareholders up to the Applicable Preference amount, followed by the Series A, Series A1 and Series A2 shareholders, equally, up to the Preference amount (as defined in the Articles of Association) with any remaining surplus assets being paid to the Ordinary shareholders.

 

Deferred shares do not carry any voting rights nor rights to dividends. On a distribution of assets from a liquidation or return of capital, the deferred shareholders will receive £1 for the entire class of shares. Deferred shares are redeemable at the option of the company for the aggregate sum of one penny.

As at 31 March 2024, the company had granted 8,848 (2023: 8.848) options over ordinary shares. During the year, the company did not recognise any share-based payment expense relating to equity settled share based payment transactions on the grounds of immateriality

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Andrew Seton
Statutory Auditor:
Clarkson Hyde LLP
Date of audit report:
25 October 2024
11
Financial commitments, guarantees and contingent liabilities

During the year a legal charge was registered over the company's assets as security for certain third party loans made to the company's US subsidiary. As at 31 March 2024, total loans to the US subsidiary that are secured by this charge amounted to USD 130,570 (2023: USD 626,043).

12
Events after the reporting date

After the end of the year, the company has issued a further 5,295 Series A1+ shares for a total consideration of £431,737.

13
Related party transactions

At 31 March 2024, the company owed £2,623 to a director.

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