Cellpoint Digital Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 07855692 (England and Wales)
Cellpoint Digital Holdings Limited
Company Information
Directors
K Gjerding
P Hill
G Kitchen
R Seet
Company number
07855692
Registered office
25 Wilton Road
London
SW1V 1LW
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Cellpoint Digital Holdings Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group Profit and Loss Account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 38
Cellpoint Digital Holdings Limited
Strategic Report
For the year ended 31 December 2023
Page 1

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The primary activity of CellPoint Digital Holdings Limited (“the Company”) continued to be that of a holding company. The company's subsidiaries are detailed in note 13 to the financial statements and together form the group.

 

The group’s primary business activity continued to be that of providing powerful digital commerce and payment solutions to travel airlines, travel companies and other verticals via the group's payments platform.

 

The group remains well positioned to benefit from its major presence in the payment orchestration market and is looking to further develop its customer base and product offering. The group plans to further expand its presence during 2024 and 2025 in travel and other product offerings. The group made a loss for the year of $18,481,442 (2022: $18,666,510) and had net assets at the balance sheet date of $13,881,794 (2022: $14,675,762).

 

During the period the company allotted further share capital to raise additional funding for the business. Net of the associated share issue costs the funds raised during the period totalled £17,756,222.

 

In June 2023 Tosca Penta CPM Limited, registered in Jersey, acquired controlled of the company.

Principal risks and uncertainties

The management of the business and execution of the group’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to market competition, technological advancements, exposure to FX risks and exposure to cash flow risks. The group mitigates these risks through the application of internal resource and the appointment of professional advisors. The group invests significant amounts of human and financial capital into research and development with the objective of creating products that are competitive in the marketplace and leading from a technology perspective.

 

The company's directors take overall responsibility for the oversight of mitigation of these risks.

Key performance indicators

The financial key performance indicators used by management are revenue and operating profit. Revenue for the year ended 31 December 2023 was $4.3m (2022: $2.3m). Operating loss for the year ended 31 December 2023 was $19.4m (2022: $19.4m).

 

The non-financial key performance indicator used by management is chargeable transactions being made using the group's payment platform. The group saw a 42% increase in chargeable transactions being made using the group's payments platform from 2022 to 2023.

On behalf of the board

K Gjerding
Director
23 January 2025
Cellpoint Digital Holdings Limited
Directors' Report
For the year ended 31 December 2023
Page 2

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

Principal activities

The principal activity of the company and group continued to be that of providing powerful digital commerce and payment solutions to travel airlines, travel companies and other verticals via the group's payments platform.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

K Gjerding
P Hill
G Kitchen
R Seet
Results and dividends

The results for the year are set out on page 9.

No ordinary or preference dividends were paid. The directors do not recommend payment of a further dividend.

Research and development

During the year the group continued to appreciably enhance the existing payments platform. The R&D team undertook various unique development projects that foresaw a comprehensive overhaul of existing technologies in order to pave the way for new, more cutting-edge and performant capabilities.

 

Total expenditure for the year in developing the group's internally generated software was $11m (2022: $8.9m).

Post reporting date events

During 2024 the company has issued 17,676,001 preference shares of £1 each at a premium of £nil per share for cash.

Future developments

The group remains well positioned to benefit from its major presence in the payment orchestration market and is looking to further develop its customer base and product offering. The group plans to further expand its presence during 2024 in travel and other product offerings.

Auditor

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Cellpoint Digital Holdings Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Page 3
Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties and key performance indicators.

On behalf of the board
K Gjerding
Director
23 January 2025
Cellpoint Digital Holdings Limited
Directors' Responsibilities Statement
For the year ended 31 December 2023
Page 4

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Cellpoint Digital Holdings Limited
Independent Auditor's Report
To the Members of Cellpoint Digital Holdings Limited
Page 5
Opinion

We have audited the financial statements of Cellpoint Digital Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty in relation to going concern

We draw attention to note 1.4 in the financial statements, which indicates that while the directors have received written assurances from an investor of an intention to provide additional financial support to the group, this does not represent a firm commitment. Were this support to be withdrawn it would cause signification uncertainties on whether the group could continue as a going concern. As stated in note 1.4, the group has made a loss for the period of $18,481,442 (2022: $18,666,510) and these events or conditions, along with the other matters as set forth in note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of matter – intangible assets, fixed asset investments and recoverability of intercompany balances

We also draw your attention to note 2 in the financial statements which indicates that management assess the carrying value of the group's intangible assets of $15,006,573 and the recoverability of intercompany balances due to the company of $89,255,473 (net) and the carrying value of the company's fixed asset investments of $3,685,563 by reference to discounted cash flow projections. These projections require management to make assessments about the probability of revenue generated from both transactional income and fixed contracts coming to fruition across a range of geographies and at various stages of completion in the sales pipeline. While the group continues to grow its business and develop its payments platform the forecasts rely heavily on a sales pipeline which is highly subjective.

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.

Cellpoint Digital Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Cellpoint Digital Holdings Limited
Page 6

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Cellpoint Digital Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Cellpoint Digital Holdings Limited
Page 7

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Cellpoint Digital Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Cellpoint Digital Holdings Limited
Page 8

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Thomas Moore (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP
23 January 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Cellpoint Digital Holdings Limited
Group Profit and Loss Account
For the year ended 31 December 2023
Page 9
2023
2022
Notes
$
$
Turnover
3
4,309,250
2,626,300
Administrative expenses
(23,691,652)
(22,013,832)
Operating loss
4
(19,382,402)
(19,387,532)
Interest payable and similar expenses
8
(15,306)
(51,041)
Loss before taxation
(19,397,708)
(19,438,573)
Tax on loss
9
916,266
772,063
Loss for the financial year
(18,481,442)
(18,666,510)
Loss for the financial year is all attributable to the owners of the parent company.
Cellpoint Digital Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2023
Page 10
2023
2022
$
$
Loss for the year
(18,481,442)
(18,666,510)
Other comprehensive income
Currency translation loss taken to retained earnings
(68,748)
(3,686,075)
Total comprehensive income for the year
(18,550,190)
(22,352,585)
Total comprehensive income for the year is all attributable to the owners of the parent company.
Cellpoint Digital Holdings Limited
Group Balance Sheet
As at 31 December 2023
Page 11
2023
2022
As restated
Notes
$
$
$
$
Fixed assets
Intangible assets
10
15,006,573
12,414,133
Tangible assets
11
223,460
155,235
15,230,033
12,569,368
Current assets
Debtors
15
2,495,183
2,906,438
Cash at bank and in hand
682,328
1,824,914
3,177,511
4,731,352
Creditors: amounts falling due within one year
16
(4,477,777)
(2,443,139)
Net current (liabilities)/assets
(1,300,266)
2,288,213
Total assets less current liabilities
13,929,767
14,857,581
Net assets excluding pension liability
13,929,767
14,857,581
Defined benefit pension liability
19
(47,973)
(181,819)
Net assets
13,881,794
14,675,762
Capital and reserves
Called up share capital
21
53,303,929
33,736,609
Share premium account
49,005,455
50,816,553
Profit and loss reserves
(88,427,590)
(69,877,400)
Total equity
13,881,794
14,675,762
The financial statements were approved by the board of directors and authorised for issue on 23 January 2025 and are signed on its behalf by:
23 January 2025
K  Gjerding
Director
Cellpoint Digital Holdings Limited
Company Balance Sheet
As at 31 December 2023
31 December 2023
Page 12
2023
2022
As restated
Notes
$
$
$
$
Fixed assets
Investments
12
3,685,563
3,685,563
Current assets
Debtors
15
89,392,011
71,251,102
Cash at bank and in hand
109,273
1,247,052
89,501,284
72,498,154
Creditors: amounts falling due within one year
16
(1,339,720)
(5,089,029)
Net current assets
88,161,564
67,409,125
Net assets
91,847,127
71,094,688
Capital and reserves
Called up share capital
21
53,303,929
33,736,609
Share premium account
49,005,455
50,816,553
Profit and loss reserves
(10,462,257)
(13,458,474)
Total equity
91,847,127
71,094,688

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $1,557,948 (2022 - $560,489 profit).

The financial statements were approved by the board of directors and authorised for issue on 23 January 2025 and are signed on its behalf by:
23 January 2025
K  Gjerding
Director
Company Registration Number 07855692 (England and Wales)
Cellpoint Digital Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2023
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
$
$
$
$
Balance at 1 January 2022
23,490,757
42,653,561
(47,524,815)
18,619,503
Year ended 31 December 2022:
Loss for the year
-
-
(18,666,510)
(18,666,510)
Other comprehensive income:
Currency translation differences
-
-
(3,686,075)
(3,686,075)
Total comprehensive income
-
-
(22,352,585)
(22,352,585)
Issue of share capital
21
10,245,852
8,370,517
-
18,616,369
Balance at 31 December 2022 as previously stated
33,736,609
51,024,078
(69,877,400)
14,883,287
Restatement adjustment
26
-
(207,525)
-
(207,525)
Balance at 31 December 2022 as restated
33,736,609
50,816,553
(69,877,400)
14,675,762
Year ended 31 December 2023:
Loss for the year
-
-
(18,481,442)
(18,481,442)
Other comprehensive income:
Currency translation differences
-
-
(68,748)
(68,748)
Total comprehensive income
-
-
(18,550,190)
(18,550,190)
Issue of share capital
21
19,567,320
(1,811,098)
-
17,756,222
Balance at 31 December 2023
53,303,929
49,005,455
(88,427,590)
13,881,794
Cellpoint Digital Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2023
Page 14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
$
$
$
$
Balance at 1 January 2022
23,490,757
42,653,561
(6,321,746)
59,822,572
Year ended 31 December 2022:
Profit for the year
-
-
560,489
560,489
Other comprehensive income:
Currency translation differences
-
-
(7,697,217)
(7,697,217)
Total comprehensive income
-
-
(7,136,728)
(7,136,728)
Issue of share capital
21
10,245,852
8,370,517
-
18,616,369
Balance at 31 December 2022 as previously stated
33,736,609
51,024,078
(13,458,474)
71,302,213
Restatement adjustment
26
-
(207,525)
-
(207,525)
Balance at 31 December 2022 as restated
33,736,609
50,816,553
(13,458,474)
71,094,688
Year ended 31 December 2023:
Profit for the year
-
-
(1,557,948)
(1,557,948)
Other comprehensive income:
Currency translation differences
-
-
4,554,165
4,554,165
Total comprehensive income
-
-
2,996,217
2,996,217
Issue of share capital
21
19,567,320
(1,811,098)
-
17,756,222
Balance at 31 December 2023
53,303,929
49,005,455
(10,462,257)
91,847,127
Cellpoint Digital Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2023
Page 15
2023
2022
As restated
Notes
$
$
$
$
Cash flows from operating activities
Cash absorbed by operations
27
(9,387,000)
(13,686,497)
Interest paid
(15,306)
(51,041)
Income taxes refunded
943,816
507,202
Net cash outflow from operating activities
(8,458,490)
(13,230,336)
Investing activities
Purchase of intangible assets
(11,019,152)
(8,990,560)
Purchase of tangible fixed assets
(158,090)
(142,822)
Net cash used in investing activities
(11,177,242)
(9,133,382)
Financing activities
Proceeds from issue of shares
18,561,894
18,616,369
Net cash generated from financing activities
18,561,894
18,616,369
Net decrease in cash and cash equivalents
(1,073,838)
(3,747,349)
Cash and cash equivalents at beginning of year
1,824,914
9,258,338
Effect of foreign exchange rates
(68,748)
(3,686,075)
Cash and cash equivalents at end of year
682,328
1,824,914
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements
For the year ended 31 December 2023
Page 16
1
Accounting policies
Company information

Cellpoint Digital Holdings Limited ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is 25 Wilton Road, London, SW1V 1LW.

 

The group consists of Cellpoint Digital Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Cellpoint Digital Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 17
1.4
Going concern

During the year the company raised capital of $17,756,222 from share issues to support the continued international growth of the group and prepared discounted cash flows to support the carrying value of its investments in subsidiaries and the recoverability of its intercompany balances. Further losses are budgeted for 2024 and 2025, though with the addition of new clients in travel and other verticals, the group has seen an increase in revenue from 2022 to 2023, with further increases expected for 2024.

 

At 31 December 2023 the group had net assets of $13,881,794 (2022: $14,675,762). Since the balance sheet date the company has received further capital of £19,313,001 from existing shareholders, indicating ongoing confidence in the group’s business plan. The directors have also received written assurances from an investor that they are supportive of the group and intend to provide additional financial and other support to the group to enable it to continue to trade and meet its liabilities as they fall due for a period of at least one year from the date of signature of the audit report. For these reasons the directors have prepared the accounts on a going concern basis.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Revenue from platform implementation work is recognised upon completion of the software installation. Transactional revenue is recognised monthly in arrears, based on the level of transactions processed through the platform during that month. Fixed price contracts delivered over a period of time are deferred over the length of the underlying contract.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

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

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 18

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
5-10 years
Patents & licences
10 years
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment
5 years
Computer equipment
3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 19

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 20
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 21
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 22
1.15
Employee benefits

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

 

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

 

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

1.16
Retirement benefits

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

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

 

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

 

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

1.17
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 23
1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 24
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Intangible assets impairment review

The group assesses the carrying value of intangible assets by carrying out annual impairment reviews. Amongst other things, the reviews require management to make assessments about the probability of revenue streams from existing and prospective clients, the likelihood of further contracts being won, the scaling of revenue streams, changes to the cost base of the entity, and applying a suitable discount factor in calculating the discounted cash flows over a period.

Carrying value of investments

The directors assess the carrying value of investments in subsidiaries by carrying out annual impairment reviews. Amongst other things, the reviews require management to make assessments about the probability of revenue streams from existing and prospective clients, the likelihood of further contracts being won, the scaling of revenue streams, changes to the cost base of the entity, and applying a suitable discount factor in calculating the discounted cash flows over a period.

Bad debt provisions

Trade debtors are periodically reviewed by management and a judgement is made in determining the provision for doubtful debts. The group has adopted a policy of providing for any trade debtor balances falling greater than six months due unless certain factors suggest otherwise.

Recoverability of intercompany balances

The company assesses the recoverability of intercompany debtors by considering the discounted cash flows the associated entity is expected to generate over a period from existing and prospective clients. The calculation requires the company to make assessments about the probability of revenue streams coming to fruition, changes to the cost base of the entity and applying a suitable discount factor

Research and development tax claim

Research and development expenditure is periodically reviewed by management and a judgement is made in determining the amount of qualifying expenditure applicable for tax reclaim. The company works in tandem with a third party expert to assess the amount of qualifying R&D expenditure, a detailed analysis was undertaken to identify and exclude from the claim, any activities which did not meet the definition of R&D as defined by BEIS Guidelines on the Meaning of Research and Development for Tax Purposes.

3
Turnover and other revenue
2023
2022
$
$
Turnover analysed by class of business
Recurring
3,592,848
2,517,247
Non-recurring
716,402
109,053
4,309,250
2,626,300
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
3
Turnover and other revenue
(Continued)
Page 25
2023
2022
$
$
Turnover analysed by geographical market
Asia-Pacific
661,229
343,158
Middle East and Africa
225,175
95,010
European Union
525,100
488,208
Americas
2,751,135
1,674,782
United Kingdom
146,611
25,142
4,309,250
2,626,300
4
Operating loss
2023
2022
$
$
Operating loss for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
271,348
(2,118,915)
Depreciation of owned tangible fixed assets
89,865
96,867
Amortisation of intangible assets
8,426,712
5,955,173
Operating lease charges
300,916
402,358
5
Employees

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

Group
Group
Company
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration
19
24
5
5
Sales and delivery
29
44
-
-
Technology and product
80
100
-
-
Total
128
168
5
5
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
5
Employees
(Continued)
Page 26

Their aggregate remuneration comprised:

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$
Wages and salaries
12,012,321
12,041,826
397,116
484,713
Social security costs
555,237
474,234
31,624
18,759
Pension costs
408,236
377,883
12,025
9,084
12,975,794
12,893,943
440,765
512,556
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
94,220
72,369
Audit of the financial statements of the company's subsidiaries
52,202
36,185
146,422
108,554

During the year a total of $73,809 was paid to the local auditors of the group's subsidiaries.

7
Directors' remuneration
2023
2022
$
$
Remuneration for qualifying services
501,239
409,286
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
$
$
Remuneration for qualifying services
463,922
409,286

The directors are considered to be the Key Management Personnel.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 27
8
Interest payable and similar expenses
2023
2022
$
$
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
13,913
Other finance costs:
Other interest
15,306
37,128
Total finance costs
15,306
51,041
9
Taxation
2023
2022
$
$
Current tax
UK corporation tax on profits for the current period
(966,534)
(993,944)
Foreign current tax on profits for the current period
40,085
276,410
Total current tax
(926,449)
(717,534)
Deferred tax
Origination and reversal of timing differences
10,183
(54,529)
Total tax credit
(916,266)
(772,063)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
$
$
Loss before taxation
(19,397,708)
(19,438,573)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(4,558,461)
(3,693,329)
Tax effect of expenses that are not deductible in determining taxable profit
95,163
31,866
Unutilised tax losses carried forward
5,475,414
4,321,038
Research and development tax credit
(1,964,880)
(1,476,551)
Effect of overseas tax rates
23,849
43,063
Deferred tax on gratuity provision
12,649
1,850
Taxation credit
(916,266)
(772,063)
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 28
10
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Total
$
$
$
$
Cost
At 1 January 2023
3,706,643
32,923,017
493
36,630,153
Additions - internally developed
-
0
11,019,152
-
0
11,019,152
At 31 December 2023
3,706,643
43,942,169
493
47,649,305
Amortisation and impairment
At 1 January 2023
3,706,643
20,508,884
493
24,216,020
Amortisation charged for the year
-
0
8,426,712
-
0
8,426,712
At 31 December 2023
3,706,643
28,935,596
493
32,642,732
Carrying amount
At 31 December 2023
-
0
15,006,573
-
0
15,006,573
At 31 December 2022
-
0
12,414,133
-
0
12,414,133
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
11
Tangible fixed assets
Group
Office equipment
Computer equipment
Total
$
$
$
Cost
At 1 January 2023
110,751
423,237
533,988
Additions
-
0
158,090
158,090
Disposals
(10,801)
(56,070)
(66,871)
At 31 December 2023
99,950
525,257
625,207
Depreciation and impairment
At 1 January 2023
84,798
293,955
378,753
Depreciation charged in the year
6,616
83,249
89,865
Eliminated in respect of disposals
(10,801)
(56,070)
(66,871)
At 31 December 2023
80,613
321,134
401,747
Carrying amount
At 31 December 2023
19,337
204,123
223,460
At 31 December 2022
25,953
129,282
155,235
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
11
Tangible fixed assets
(Continued)
Page 29
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Investments in subsidiaries
13
-
0
-
0
3,685,563
3,685,563
Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023 and 31 December 2023
3,685,563
Carrying amount
At 31 December 2023
3,685,563
At 31 December 2022
3,685,563
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 30
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
CellPoint Digital Limited
25 Wilton Road, Pimlico, London, SW1V 1LW, UK
Digital commerce
Ordinary shares
100.00
-
CellPoint Digital Inc
2000 Ponce De Leon Blvd, Miami, FL 33134, USA
Digital commerce
Ordinary shares
100.00
-
CellPoint Digital ApS
Amager Strandvej 390, 1.2770 Kastrup, Denmark
Digital commerce
Ordinary shares
-
100.00
CellPoint Digital (Singapore) Pte Limited
9 Raffles Place #27-00, Republic Plaza, Singapore 048619
Digital commerce
Ordinary shares
100.00
-
CellPoint Mobile India LLP
Office 511 5th floor, World Trade Centre, S.No. 1, Kharadi, Pune-411014, India
Software development
Ordinary shares
99.98
-
CellPoint Digital (HK) Limited
Unit 605-08, 6/F Wing On Centre, 111 Connaught Road, Central Hong Kong
Digital commerce
Ordinary shares
100.00
-
14
Financial instruments
Group
Group
Company
Company
2023
2022
2023
2022
As restated
$
$
$
$
Carrying amount of financial assets
Debt instruments measured at amortised cost
1,367,220
1,159,458
89,379,297
71,157,692
Carrying amount of financial liabilities
Measured at amortised cost
4,404,587
2,441,070
1,330,911
4,873,308
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 31
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$
$
$
$
Trade debtors
1,070,248
1,008,005
-
0
-
0
Corporation tax recoverable
966,535
994,085
-
0
-
0
Amounts owed by group undertakings
-
-
89,377,330
71,155,733
Other debtors
35,903
373,801
5,615
27,773
Prepayments and accrued income
355,745
452,971
9,066
67,596
2,428,431
2,828,862
89,392,011
71,251,102
Deferred tax asset (note 18)
66,752
77,576
-
0
-
0
2,495,183
2,906,438
89,392,011
71,251,102
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
As restated
Notes
$
$
$
$
Other borrowings
17
75,795
75,795
-
0
-
0
Trade creditors
1,575,442
709,083
50,507
27,606
Amounts owed to group undertakings
-
0
-
0
151,857
4,915,288
Other taxation and social security
91,494
7,787
8,809
8,196
Other creditors
774,725
353,629
94,741
38,591
Accruals and deferred income
1,960,321
1,089,320
1,033,806
99,348
4,477,777
2,235,614
1,339,720
5,089,029
17
Loans and overdrafts
Group
Company
2023
2022
2023
2022
$
$
$
$
Other loans
75,795
75,795
-
0
-
0
Payable within one year
75,795
75,795
-
0
-
0

Other loans above include an amount of $75,795 (2022: $75,795) owed to the three individuals for bridging loans provided in September 2011, which are unsecured and incur interest of 12% per annum. The loans are repayable on demand.

 

 

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 32
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2023
2022
Group
$
$
Provisions for gratuity and leave encashment
66,752
77,576
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
$
$
Asset at 1 January 2023
(77,576)
-
Charge to profit or loss
10,824
-
Asset at 31 December 2023
(66,752)
-

The deferred tax asset set out above is expected to reverse within 12 months and relates to the temporary timing differences arising from the movement in provisions.

19
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
408,236
377,883

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Defined benefit schemes

One of the subsidiaries, Cellpoint Mobile India LLP, has recognised a gain of $78,013 (2022: expense of $138,349) on its contribution to a gratuity fund. Such defined benefits are charged to the Statement of Profit and Loss based on estimations made by the management, as at the Balance Sheet date.

 

To be eligible for gratuity under the Gratuity Act, an employee needs to have at least five full years of service with the company, except in the event that an employee passes away or is rendered disabled due to accident or illness. In these cases, gratuity must be paid.

Valuation

The full actuarial valuation of the defined benefit scheme was carried out at 31 December 2023 by a qualified independent actuary.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
19
Retirement benefit schemes
(Continued)
Page 33
2023
2022
Key assumptions
%
%
Discount rate
7.25
7
Expected rate of salary increases
5
5
Withdrawal rate
10
10
Mortality assumptions

The actuarial assumptions assume a retirement age of 58, and mortality based on the India Assured Lives Mortality (2012-14).

2023
2022

Amounts recognised in the profit and loss account

$
$
Current service cost
40,547
35,065
Net interest on defined benefit liability
11,168
8,803
The effect of any curtailment or settlement
(129,728)
94,481
Total (income)/costs
(78,013)
138,349
2023
2022

Amounts taken to other comprehensive income

$
$
Actuarial changes related to obligations
(55,833)
11,045

The amounts included in the balance sheet arising from obligations in respect of defined benefit plans are as follows:

2023
2022
Group
$
$
Present value of defined benefit obligations
47,973
181,819
Deficit in scheme
47,973
181,819
The company had no post employment benefits at 31 December 2023 or 1 January 2023.
Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
19
Retirement benefit schemes
(Continued)
Page 34
Group
2023

Movements in the present value of defined benefit obligations

$
Liabilities at 1 January 2023
181,819
Current service cost
40,547
Plan introductions, changes, curtailments and settlements
(129,728)
Actuarial gains and losses
(55,833)
Interest cost
11,168
At 31 December 2023
47,973

The defined benefit obligations arise from plans which are wholly or partly funded.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 35
20
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
$
$
Outstanding at 1 January 2023
1,791,122
1,781,529
0.97
0.97
Expired
-
9,593
-
2.48
Outstanding at 31 December 2023
1,791,122
1,791,122
0.97
0.97
Exercisable at 31 December 2023
-
-
-
-

 

The options outstanding at 31 December 2023 had an exercise price ranging from £0.22 to £2.48 and a vesting period of three years.

 

No expense has been recognised in the accounts as the options are only exercisable on sale of the company.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 36
21
Share capital
Group and company
2023
2022
Ordinary share capital
$
$
Issued and fully paid
4,440,479 Ordinary of £1 each
6,416,137
6,416,137
1,021,470 B Ordinary of £1 each
1,312,522
1,312,522
7,728,659
7,728,659
Preference share capital
Issued and fully paid
165,043 Preferred of £1 each
212,069
212,069
5,033,726 A Preferred of £1 each
6,468,005
6,468,005
2,063,813 B Preferred of £1 each
2,877,781
2,877,781
7,094,893 C Preferred of £1 each
9,552,346
9,552,346
21,432,231 Preference of £1 each
26,465,069
6,897,749
45,575,270
26,007,950

The Ordinary and Ordinary A shares have full voting rights and right to dividends subject to the preferential rights of the preferred shares, A preferred shares, B preferred shares, C preferred shares and D preferred shares.

 

The B Ordinary shares carry no voting rights, and no right to dividends. The shares hold preferential participation on a liquidation or other return of capital only where net proceeds are greater than £75,000,000, as detailed in the Articles.

 

All preferred shares have full voting rights and the right to preferential participation in dividend distributions.

During the year the company made the following allotments of shares:

 

 

Share issue costs of $1,811,098 have been written off against share premium.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 37
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Group
Company
Company
2023
2022
2023
2022
$
$
$
$
Within one year
87,661
231,069
-
-
87,661
231,069
-
-
23
Related party transactions

The group has taken the exemption under Section 33 Related Party Disclosures paragraph 33.1A from disclosing transactions with other members of a wholly owned group.

 

During the year, marketing consultancy services totalling $125,076 (2022: $124,308) were provided by a relative of K Gjerding, a director of the company. No amount was outstanding at year end.

 

During the year, fundraising fees totalling $598,147 (2022: $207,525) were charged by Penta Capital LLP, the ultimate controlling party. A total of $805,672 was outstanding at the year end.

24
Controlling party

The ultimate parent company is Tosca Penta CPM Limited, registered in Jersey. Tosca Penta CPM Limited is controlled by Penta Capital LLP, registered in Scotland.

25
Post balance sheet events

During 2024 the company has issued 17,676,001 preference shares of £1 at a premium of £nil per share for cash.

26
Prior year adjustment

A prior year adjustment has been made to accrue fundraising costs of $207,525 relating to share allotments during the year ended 31 December 2022. The effect of correcting this was to increase accruals by $207,525 and reduce share premium by a corresponding amount. Net assets decreased by $207,525.

 

In addition, the group statement of cash flows for the prior year has been amended to separately present currency translation differences of $3,686,075.

Cellpoint Digital Holdings Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
Page 38
27
Cash absorbed by group operations
2023
2022
As restated
$
$
Loss for the year after tax
(18,481,442)
(18,666,510)
Adjustments for:
Taxation credited
(916,266)
(772,063)
Finance costs
15,306
51,041
Amortisation and impairment of intangible assets
8,426,712
5,955,173
Depreciation and impairment of tangible fixed assets
89,865
96,867
Movements in working capital:
Decrease/(increase) in debtors
372,881
(119,746)
Increase/(decrease) in creditors
1,228,966
(277,145)
Decrease in provisions
(123,022)
45,886
Cash absorbed by operations
(9,387,000)
(13,686,497)
28
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
As restated
$
$
$
Cash at bank and in hand
1,824,914
(1,142,586)
682,328
Borrowings excluding overdrafts
(75,795)
-
(75,795)
1,749,119
(1,142,586)
606,533
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