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Registered number: 12789314












CORE CLOUD GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

CORE CLOUD GROUP LTD

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 - 26


 

CORE CLOUD GROUP LTD
 
COMPANY INFORMATION


Directors
L Booth 
R Hawley 
D I Holden 




Registered number
12789314



Registered office
1 Royal Exchange
Royal Exchange Avenue

London

EC3V 3DG




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

CORE CLOUD GROUP LTD

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.
 





R Hawley
Director

Date: 16 October 2024

Page 2

 

CORE CLOUD GROUP LTD
 
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

 

CORE CLOUD GROUP LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CORE CLOUD GROUP LTD
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Core Cloud Group Ltd (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 policies The 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 loss 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

 

CORE CLOUD GROUP LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CORE CLOUD GROUP LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the directors' report for the financial 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

 

CORE CLOUD GROUP LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CORE CLOUD GROUP LTD (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, General Data Protection Regulation 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

 

CORE CLOUD GROUP LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CORE CLOUD GROUP LTD (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

 

CORE CLOUD GROUP LTD
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Revenue
 4 
21,008
12,954

Administrative expenses
 5 
(954,131)
(721,136)

Operating loss
  
(933,123)
(708,182)

Interest payable and similar expenses
 7 
(4,785)
-

Loss before taxation
  
(937,908)
(708,182)

Tax on loss
 8 
-
-

Loss for the financial year
  
(937,908)
(708,182)

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:12789314
CORE CLOUD GROUP LTD

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Intangible assets
 9 
201,998
376,559

Tangible fixed assets
 10 
346
577

  
202,344
377,136

Current assets
  

Debtors: amounts falling due within one year
 11 
4,855
2,816

Cash at bank and in hand
  
13,643
440

  
18,498
3,256

Creditors: amounts falling due within one year
 12 
(1,963,470)
(1,185,112)

Net current liabilities
  
 
 
(1,944,972)
 
 
(1,181,856)

Total assets less current liabilities
  
(1,742,628)
(804,720)

  

Net liabilities
  
(1,742,628)
(804,720)


Capital and reserves
  

Called up share capital 
 13 
100
100

Profit and loss account
 14 
(1,742,728)
(804,820)

Total equity
  
(1,742,628)
(804,720)


The company's 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 26 form part of these financial statements.

Page 9

 

CORE CLOUD GROUP LTD

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
100
(96,638)
(96,538)


Comprehensive income for the year

Loss for the year
-
(708,182)
(708,182)
Total comprehensive income for the year
-
(708,182)
(708,182)



At 31 December 2022 and 1 January 2023
100
(804,820)
(804,720)



Loss for the year
-
(937,908)
(937,908)
Total comprehensive income for the year
-
(937,908)
(937,908)


At 31 December 2023
100
(1,742,728)
(1,742,628)


The notes on pages 11 to 26 form part of these financial statements.

Page 10

 

CORE CLOUD GROUP LTD

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

1.


General information

Core Cloud Group Ltd's ("the company") principal activity consist of the provision of an all-in-one eCommerce platform for small businesses.                  
The company is a private company limited by shares incorporated in England and Wales. The address of its registered office is 1 Royal Exchange, Royal Exchange Avenue, London, EC3V 3DG.
The company's financial statements are presented in Sterling (£), which is functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.                                              
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 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 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

This information is included in the consolidated financial statements of Trust Payments Limited for the year ended as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

Page 11

 

CORE CLOUD GROUP LTD

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.

Page 12

 

CORE CLOUD GROUP LTD

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

2.Accounting policies (continued)

 
2.4

Revenue

The company provides an all-in-one eCommerce platform.
Revenue consists principally of commissions priced as a percentage of transaction value and specified fees per transaction generated from processing of electronic payment services transactions, and subscription fees. Revenue represents the fair value of the consideration received or receivable for the sale of services in the ordinary course of the company’s activities. Revenue is shown net of value added tax, returns, rebates and discounts.
Commissions
The company recognises revenue when performance obligations have been satisfied and for the company this is once a transaction has been authorised and processed. The company bills its clients in real time as transactions are authorised and processed.
Subscription fees
The company recognises revenue over time on subscription fees as the performance obligations are satisfied. 
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 13

 

CORE CLOUD GROUP LTD

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 GBP.

Transactions and balances

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

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

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'interest receivable and similar income' and 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in profit or loss within operating activities.

 
2.6

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 timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing 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 timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined
Page 14

 

CORE CLOUD GROUP LTD

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

2.Accounting policies (continued)


Current and deferred taxation (continued)



Current and deferred taxation (continued)

using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.7

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. 

  
2.8

FRS 101 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

 

CORE CLOUD GROUP LTD

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.
 
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. 
 
Page 16

 

CORE CLOUD GROUP LTD

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

2.Accounting policies (continued)


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. 
 

 
2.9

Finance costs

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

Page 17

 

CORE CLOUD GROUP LTD

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

2.Accounting policies (continued)

 
2.10

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.

 
2.11

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.
Expenditure on research activities is recognised as an expense in the period in which it is incurred. 
Development expenditure
Internally generated intangible assets arising from development (or the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:
 
the technical feasibility of completing the intangible asset so that it will be available for use of sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefit;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development. 

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 18

 

CORE CLOUD GROUP LTD

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

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Leases

The company has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low- value assets. The lease payments associated with these leases are recognised as an expense on a straight line basis over the lease term.

Page 19

 

CORE CLOUD GROUP LTD

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Recognition of internally generated intangible assets
Internally generated intangible assets arising from development (or the development phase of an internal
project) is recognised if, and only if all of the following conditions have been demonstrated:
 
the technical feasibility of completing the intangible asset so that it will be available for use of sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefit;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its
development. 

See Note 8 for the net carrying amount of internally generated intangibles recognised in the year. Judgement is required on whether the recognition criteria have been met and estimate as to the percentage of staff salaries spent on eligible development. 
Impairment of internally generated intangible assets arising from development
The company makes an estimate of the recoverable value of internally generated intangible assets. When assessing impairment, management considers factors including the discounted value of future cash flows. Revenue projections, for an early stage product, are inherently uncertain due to the nature of the company's business and unstable market conditions. See Note 8 for the net carrying amount of internally generated intangibles, there has been no impairment recognised in the year.

Page 20

 

CORE CLOUD GROUP LTD

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

4.


Revenue

The total revenue of the company for the year has been derived from contracts with customers.
An analysis of revenue is as follows: 


2023
2022
£
£

Services transferred over time
17,332
9,202

Services transferred at a point in time
3,676
3,752

21,008
12,954


Analysis of turnover by country of destination:

2022
2022
£
£

United Kingdom
21,008
12,954



5.


Administrative expenses

2023
2022
£
£



Staff costs
385,318
342,288

Entertainment and travel
-
1,228

Consultancy
211,301
147,780

Stationery, post, telephone, computer, office
121,209
85,642

Advertising and promotion
-
165

Professional fees
86,892
13,377

Finance charges
1,129
629

Difference on foreign exchange
(21,185)
4,611

Rent
-
(432)

Bad debts
(5,916)
-

Depreciation, amortisation and impairment
174,792
125,635

Sundry
591
213

954,131
721,136

Page 21

 

CORE CLOUD GROUP LTD

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

6.


Employees

2023
2022
£
£

Wages and salaries
334,556
293,521

Social security costs
43,520
42,489

Cost of defined contribution scheme
7,242
6,278

385,318
342,288


Payroll costs amounting to £247,396 (2022: £174,072), not included in the above, have been capitalised in the year as computer software and development expenditure relating to time spent by employees on capital projects.

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


            No.
            No.







Management
-
2



IT staff
-
4

0
6


7.


Interest payable and similar expenses

2023
2022
£
£


Other interest payable
4,785
-


8.


Taxation


2023
2022
£
£



Current tax on profits for the year
-
-

Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
-

Total deferred tax
-
-


Tax on loss
-
-
Page 22

 

CORE CLOUD GROUP LTD

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


Factors affecting tax charge for the year

The tax assessed for the year is higher 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
£
£


Loss before taxation
(937,908)
(708,182)


Loss multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(220,601)
(134,555)

Effects of:


Remeasurement of deferred tax for changes in tax rates
(13,876)
-

Movement in deferred tax not recognised
234,477
134,555

Total tax charge for the year
-
-


Factors that may affect future tax charges

At the end of the period the company had unrecognised tax losses of £1,264,893 (31 December 2022: £405,103) to carry forward against future profits, these losses are being assessed for utilisation in future periods. No deferred tax asset has been recognised due to uncertainty on the availability and timing of the utilisation of the losses. 

Page 23

 

CORE CLOUD GROUP LTD

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

9.


Intangible assets




Development expenditure

£



Cost


At 1 January 2023
502,079



At 31 December 2023

502,079



Amortisation


At 1 January 2023
125,520


Charge for the year
167,358


Impairment charge
7,203



At 31 December 2023

300,081



Net book value



At 31 December 2023
201,998



At 31 December 2022
376,559




Page 24

 

CORE CLOUD GROUP LTD

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

10.


Tangible fixed assets





Computer equipment

£



Cost 


At 1 January 2023
692



At 31 December 2023

692



Depreciation


At 1 January 2023
115


Charge for the year
231



At 31 December 2023

346



Net book value



At 31 December 2023
346



At 31 December 2022
577


11.


Debtors

2023
2022
£
£


Trade debtors
1,125
538

Other debtors
1,850
581

Prepayments
1,880
1,697

4,855
2,816


Page 25

 

CORE CLOUD GROUP LTD

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

12.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
12,149
3,833

Amounts owed to group undertakings
1,911,205
1,146,837

Other taxation and social security
-
362

Other creditors
-
116

Accruals
40,116
33,964

1,963,470
1,185,112


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


13.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 - 100) Ordinary shares of £1.00 each
100
100

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



14.


Reserves

Profit and loss account

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


15.


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.
There is no one ultimate controlling party. The ultimate parent company is CORDET Direct Lending SCSp, an entity incorporated in Luxembourg.
 
Page 26