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Registered number: 04445616












MOBILIZE SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

MOBILIZE SYSTEMS LIMITED

CONTENTS



Page
Company information
 
1
Directors' report
 
2
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 7
Profit and loss account
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 22


 

MOBILIZE SYSTEMS LIMITED
 
COMPANY INFORMATION


Directors
L Booth 
R Hawley 
D I Holden 




Company secretary
Goodwille Limited



Registered number
04445616



Registered office
1 Royal Exchange

London

United Kingdom

EC3V 3DG




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

MOBILIZE SYSTEMS LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The director who served during the year was:

D I Holden 

On 03 October 2024, L Booth and R Hawley were appointed as directors.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





R Hawley
Director

Date: 16 October 2024

Page 2

 

MOBILIZE SYSTEMS LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

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 101 ‘Reduced Disclosure Framework’. 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; and


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.

Page 3

 

MOBILIZE SYSTEMS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MOBILIZE SYSTEMS LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Mobilize Systems Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the 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 101 ‘Reduced Disclosure Framework’ (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.


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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 4

 

MOBILIZE SYSTEMS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MOBILIZE SYSTEMS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other information


The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and  our auditor's report thereon. 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.


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 year 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, 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 5

 

MOBILIZE SYSTEMS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MOBILIZE SYSTEMS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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.


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:                                                                                                                                                

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with the director and      other management, and from our commercial knowledge and experience of the technology sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.
Page 6

 

MOBILIZE SYSTEMS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MOBILIZE SYSTEMS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
 
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 auditor's report.


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 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jacqueline Oakes (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH
 

18 October 2024
Page 7

 

MOBILIZE SYSTEMS LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Revenue
 3 
301,984
414,954

Cost of sales
  
(51,271)
(70,462)

Gross profit
  
250,713
344,492

Administrative expenses
 4 
(206,206)
(430,432)

Profit/(loss) before taxation
  
44,507
(85,940)

Tax on profit/(loss)
 6 
-
-

Profit/(loss) for the financial year
  
44,507
(85,940)

There are no items of other comprehensive income for either the year or the prior year other than the loss for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 8


 
REGISTERED NUMBER:04445616
MOBILIZE SYSTEMS LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Intangible assets
 7 
-
9,336

  
-
9,336

Current assets
  

Debtors: amounts falling due within one year
 8 
-
154,500

Cash at bank and in hand
  
9,113
18,600

  
9,113
173,100

Creditors: amounts falling due within one year
 9 
(140,319)
(358,149)

Net current liabilities
  
 
 
(131,206)
 
 
(185,049)

Total assets less current liabilities
  
(131,206)
(175,713)

Net liabilities
  
(131,206)
(175,713)


Capital and reserves
  

Called up share capital 
 10 
7,378
7,378

Share premium account
 11 
9,493,809
9,493,809

Profit and loss account
 11 
(9,632,393)
(9,676,900)

Total equity
  
(131,206)
(175,713)


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

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




R Hawley
Director

Date: 16 October 2024

The notes on pages 11 to 22 form part of these financial statements.

Page 9

 

MOBILIZE SYSTEMS LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£


At 1 January 2022
7,378
9,493,809
(9,590,960)
(89,773)


Comprehensive income for the year

Loss for the year
-
-
(85,940)
(85,940)
Total comprehensive income for the year
-
-
(85,940)
(85,940)



At 31 December 2022 and 1 January 2023
7,378
9,493,809
(9,676,900)
(175,713)


Comprehensive income for the year

Profit for the year
-
-
44,507
44,507
Total comprehensive income for the year
-
-
44,507
44,507


At 31 December 2023
7,378
9,493,809
(9,632,393)
(131,206)


Page 10

 

MOBILIZE SYSTEMS LIMITED

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

1.


General information

Mobilize Systems Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 1 Royal Exchange, London, United Kingdom, EC3V 3DG.
The company's principal activity consist of the provision of loyalty products to global businesses.
The company's financial statements are presented in Sterling (£), which is also the company's functional currency.

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

The company is included in the consolidated financial statements of Trust Payments Limited for the year ended 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The principal accounting policies applied in the presentation of the financial statements are set out below. These policies have been consistently applied for all the years presented, unless otherwise stated.
Page 11

 

MOBILIZE SYSTEMS LIMITED

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

2.Accounting policies (continued)

 
2.3

Going concern

The company is a subsidiary of Trust Payments Holdings Limited. Trust Payments Holdings Limited, and its subsidiaries (together “the Group") are under the control of Cordet Direct Lending SCSp, managed by CORDET Capital Partners LLP as its’ investment manager ("Cordet"). Cordet have arranged and provided finance to the group of approximately £148m at the balance sheet date. 
In December 2023 the existing borrowing facilities were extended with the same terms and interest rates as the original contractual obligations. Facility A of approximately £58m is now repayable on 31 March 2025 and Facility C of approximately £90m is now repayable on 30 April 2025. As such the borrowings are shown as long-term liabilities.
The Group has prepared detailed forecasts and cashflow projections to December 2025. These forecasts show that the Group can continue to meet its working capital requirements and settle its operational liabilities as they fall due for at least 12 months from the date of approval of the accounts. 
The forecasts do not allow for the repayment of the debt facilities. The directors are confident that a satisfactory resolution will be achieved through a deleveraging or refinancing event. The investors and lenders have demonstrated their continued willingness to support the growth trajectory of the business through loan extensions and additional facilities where they have been required historically. Cordet has provided written confirmation to the Board of Trust Payments Limited that they have the ability and are willing to support the Group.
As the Group has determined that sufficient cash flows exist for a period of at least twelve months from the date of signing these accounts and that the debt facilities can be extended if not refinanced prior to their due date, the directors continue to adopt the going concern basis in the preparation of the 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 providing services is recognised in the accounting period in which the services are rendered.

For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

Contract liabilities
Contract liabilities primarily relate to amounts that have been billed but the revenue recognition criteria has not been fully met at the reporting date. The contract liabilities are transferred to revenue when the relevant criteria is met.

Page 12

 

MOBILIZE SYSTEMS LIMITED

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

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.6

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.

  
2.7

Finance costs

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

Page 13

 

MOBILIZE SYSTEMS LIMITED

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

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 arises from temporary differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These temporary differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all temporary 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.9

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Computer Software
Acquired computer software is capitalised  on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised through administrative expenses on a straight-line basis  their estimated useful lives of three years. Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
The assets' carrying amounts and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Page 14

 

MOBILIZE SYSTEMS LIMITED

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

2.Accounting policies (continued)

 
2.10

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.

  
2.11

Financial instruments

Initial recognition
Financial assets and financial liabilities are recognised in the company’s statement of financial position when the company becomes a party to the contractual provisions of the instrument. 
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. 
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. 
Classification of financial assets
The company only has financial assets classified at amortised cost. 
The company classifies its financial assets at amortised cost only if both of the following criteria are met:
• The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows 
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent measurement of financial assets  
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. 
Amortised cost and effective interest method 
The amortised cost of a financial asset is defined as the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and adjusted for any loss allowance.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. 
 
Page 15

 

MOBILIZE SYSTEMS LIMITED

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

2.Accounting policies (continued)


For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition. 

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. 
Interest income is recognised in profit or loss and is included in the "finance income - interest income" line item. 
Foreign exchange gains and losses 
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically, for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the ‘Other gains and losses’ line item.
Impairment of financial assets 
The company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. 
The company always recognises lifetime expected credit losses (ECL) for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the company historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. 
Derecognition of financial assets 
The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
 
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
 
Page 16

 

MOBILIZE SYSTEMS LIMITED

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

2.Accounting policies (continued)


Financial liabilities and equity
Classification as debt or equity 
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. 
Equity instruments 
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the company are recognised at the proceeds received, net of direct issue costs. 
Repurchase of the company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the company’s own equity instruments. 
Financial liabilities 
The company only has financial liabilities measured subsequently at amortised cost using the effective interest method. 
The amortised cost of a financial liability is defined as the amount at which the financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. 
Foreign exchange gains and losses 
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the ‘Other gains and losses’ line item in profit or loss for financial liabilities that are not part of a designated hedging relationship. 
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. 
Derecognition of financial liabilities 
The company derecognises financial liabilities when, and only when, the company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 
 

Page 17

 

MOBILIZE SYSTEMS LIMITED

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

3.


Revenue

Revenue represents amounts receivable for services provided in the normal course of business.
Revenue is recognised in line with accrual accounting based on fees received for services provided during the financial year.
The total revenue of the company for the year has been derived from contracts with customers.
The total revenue of the company for the year has been derived from its principal activity, wholly undertaken in the United Kingdom.

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


2023
2022
£
£

Goods and services transferred over time
301,984
414,954



4.


Admin expenses

2023
2022
£
£



Staff costs
73,718
220,876

Entertainment and travel
1,534
388

Consultancy
118,875
141,264

Stationery, post, telephone, computer, office
422
636

Professional fees
16,924
23,206

Finance charges
2,981
4,631

Difference on foreign exchange
(17,584)
24,313

Depreciation
9,336
17,053

General office expenses
-
(1,935)

206,206
430,432

Page 18

 

MOBILIZE SYSTEMS LIMITED

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

5.


Employees

2023
2022
£
£

Wages and salaries
64,370
194,834

Social security costs
7,508
21,080

Defined contribution scheme
1,840
4,962

73,718
220,876


The average monthly number of employees, excluding directors, during the year was as follows:


        2023
        2022
            No.
            No.







Sales and administration
-
2


6.


Taxation


2023
2022
£
£



Current tax on loss for the year
-
-

Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
-

Total deferred tax
-
-


Tax on loss
-
-
Page 19

 

MOBILIZE SYSTEMS LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
6.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit / (loss) before taxation
44,507
(85,940)


Profit / (loss) multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
10,468
(16,329)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
329
-

Movement in deferred tax not recognised
(11,476)
16,329

Remeasurement of deferred tax for changes in tax rates
679
-

Total tax charge for the year
-
-


Factors that may affect future tax charges

At the end of the year the company had unrecognised tax losses to carry forward against future profits of £8,792,967 (31 December 2022: £8,787,945) but no deferred tax asset (31 December 2022: £Nil) has been recognised due to uncertainty on the timing of the utilisation of the losses.

Page 20

 

MOBILIZE SYSTEMS LIMITED

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

7.


Intangible assets




Computer software

£



Cost


At 1 January 2023
50,000



At 31 December 2023

50,000



Amortisation


At 1 January 2023
40,664


Charge for the year
9,336



At 31 December 2023

50,000



Net book value



At 31 December 2023
-



At 31 December 2022
9,336





8.


Debtors

2023
2022
£
£


Trade debtors
-
154,500


Page 21

 

MOBILIZE SYSTEMS LIMITED

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

9.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
35
130

Amounts owed to group undertakings
109,602
323,225

Other taxation and social security
1,524
11,051

Accruals and contract liabilities
29,158
23,743

140,319
358,149


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.


10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



594,965 Ordinary shares of £0.01 each
5,950
5,950
142,763 Ordinary A shares of £0.01 each
1,428
1,428

7,378

7,378

There are no restrictions on the distribution of dividends and the repayment of capital on either class of shares.



11.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing are deducted from share premium.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


12.


Controlling party

The immediate parent undertaking is Trust Payments Ltd, an entity incorporated in England & Wales and with a registered office of 1 Royal Exchange, Royal Exchange Avenue, London, United Kingdom, EC3V 3DG.Copies of the group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.
There is no one ultimate controlling party. The ultimate parent company is CORDET Direct Lending SCSp, an entity incorporated in Luxembourg.

 
Page 22