Registered number: 13687134
JUNI CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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JUNI CAPITAL LIMITED
COMPANY INFORMATION
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I M Siddiqi (appointed 28 March 2024)
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G J O Engman (appointed 23 December 2024)
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Chartered Accountants and Statutory Auditor
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JUNI CAPITAL LIMITED
CONTENTS
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Independent auditor's report
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Statement of profit or loss and other comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Detailed profit and loss account and summaries
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JUNI CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their report and the financial statements for the year ended 31 December 2023.
The financial statements are for the year ended 31 December 2023. The figures for 2022 are for the 15 month period ended 31 December 2022 and are therefore not entirely comparable.
The principal activity of the Company is to provide credit cards and a credit facility for invoices.
The loss for the year, after taxation, amounted to £2,781,520 (2022 - loss £2,397,990).
No dividends were declared or paid during the period.
The Directors who served during the year were:
M J A Majnoni D'Intignano (appointed 8 December 2023, resigned 23 December 2024)
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J Goulston (appointed 4 May 2023, resigned 22 March 2024)
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M Haugsbakk (appointed 19 October 2021, resigned 8 December 2023)
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A J P Khasru (appointed 9 September 2022, resigned 2 February 2023)
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Subsequent to the year end, I M Siddiqi was appointed director on 28 March 2024 and G J O Engman was appointed director on 23 December 2024.
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JUNI CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors' responsibilities statement
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The Directors are responsible for preparing the Directors' report and the financial statements, in accordance with the Companies Act 2006.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.
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 the financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Disclosure of information to the auditor
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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' exemption note
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In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. A Strategic Report is not required under these exemptions.
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Following a rebranding exercise on 15 May 2023 the trading name of the company’s independent auditor changed from MHA MacIntyre Hudson to MHA.
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JUNI CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the Board and signed on its behalf.
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G J O Engman
Director
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JUNI CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JUNI CAPITAL LIMITED
We have audited the financial statements of Juni Capital Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of profit or loss and other comprehensive income, the Statement of financial position, the Statement of changes in equity, the Statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the company’s financial statements is applicable law and International Financial Reporting Standards (IFRS) as adopted by the UK.
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 the Company’s loss for the year then ended;
∙have been properly prepared in accordance International Financial Reporting Standards (IFRS) as adopted by the UK; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our ethical responsibilities in accordance with those 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
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In auditing the financial statements, we have concluded that the Directors' use of the going basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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JUNI CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JUNI CAPITAL LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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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 have been prepared in accordance with applicable legal requirements.
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.
Matters on which we are required to report by exception
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 by 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.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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JUNI CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JUNI CAPITAL LIMITED (CONTINUED)
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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:
∙Enquiry of management to identify any instances of non-compliance with laws and regulations
∙Enquiry of management and those charged with governance around actual and potential litigation and claims
∙Enquiry of management to identify any instances of known or suspected instances of fraud.
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
∙Reviewing minutes of meetings of those charged with governance;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s 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 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.
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JUNI CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF JUNI CAPITAL LIMITED (CONTINUED)
Rakesh Shaunak FCA
(Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
London, United Kingdom
19 February 2025
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
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JUNI CAPITAL LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Intercompany services, fees and interest income
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There are no items of other comprehensive income for 2023 or 2022 other than the loss for the year.
The notes on pages 12 to 30 form part of these financial statements.
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JUNI CAPITAL LIMITED
REGISTERED NUMBER: 13687134
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Issued capital and reserves
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Accumulated shareholder losses
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The financial statements on pages 8 to 30 were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
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G J O Engman
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The notes on pages 12 to 30 form an integral part of these financial statements.
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JUNI CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Accumulated shareholder losses
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Total comprehensive loss for the period
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Total transactions with owners
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The notes on pages 12 to 30 form part of these financial statements.
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JUNI CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Movements in working capital:
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Increase in trade and other receivables
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Increase in trade and other payables
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Net cash (used in)/from operating activities
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Cash flows from financing activities
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Net cash from financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of year
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Cash and cash equivalents at the end of the year
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The notes on pages 12 to 30 form part of these financial statements.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Juni Capital Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL and the company registered number is 13687134. The Company's principal activity is to provide credit cards and a credit facility for invoices.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively UK adopted IFRSs).
Details of the Company's accounting policies, including changes during the period, are included in Note 3.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the financial statements and their effects are disclosed in Note 5.
Basis of measurement
The financial statements have been prepared on a historical cost basis.
Changes in accounting policies
(a) New standards, amendments and interpretations effective after 31 December 2022 that have not been early adopted
Classification of liabilities as current or non-current (amendments to IAS 1)
The amendments, as issued in 2020, aim to clarify the requirements on determining whether a liability is current or non-current, and apply for annual reporting periods beginning on or after 1 January 2023. These amendments have not been early adopted.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies
The Directors assess whether the use of going concern is appropriate i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. The Directors make this assessment using financial projections and cash flow forecasts in respect of a period of at least one year from the date of authorisation for issue of the financial statements and have concluded that the Company has adequate resources and funds to meet its contracted and committed liabilities for the foreseeable future and there are no material uncertainties about the Companys ability to continue as a going concern, thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
The Directors have confirmed that the company receives ongoing support from the immediate and ultimate parent company, Juni Technology AB.
The Company provides credit facilities to the customers of the immediate and ultimate parent company, Juni Technology AB. The Company provides a Mastercard for this service which generates interchange revenue whenever it is used. These charges are paid to Juni Technology AB and then recharged and recognised in Juni Capital Limited based on the percentage of the credit balance with Juni Capital Limited compared to the total payment volume of Juni Technology AB. As a result, all of the Company's revenue is recognised at a point in time. No contract assets or liabilities arise as a result of this revenue.
The Company does not charge any interest on the credit facilities apart from late fees.
In preparing the financial statements, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
∙exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
∙exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
Income tax expense represents the sum of the tax currently payable and deferred tax.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets and financial liabilities are initially measured at fair value. 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.
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost:
∙the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
∙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.
Amortised cost and effective interest method
The effective interest method is a method for calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets, 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 and 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.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised costs of a financial asset before adjusting for any loss allowance.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVOCI. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (Impairment of financial assets). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.
For purchased and originated credit-impaired financial assets, the Company recognises interest income by applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit-impaired.
Interest income is recognised in profit or loss and is included in the 'finance 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 'finance income' or 'finance expense' line item for gains and losses respectively.
See Note 3.3 regarding the recognition of exchange differences.
Impairment of financial assets
The Company always recognises lifetime expected credit losses ("ECL") for trade receivables, amounts due from customers under contracts and lease receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company's 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.
For all other financial instruments, the Company recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12m ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12 months ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable date about the following events:
∙significant financial difficulty of the issuer or the borrower;
∙a breach of contract, such as a default or a past due event;
∙the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
∙it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
∙the disappearance of an active market for that financial asset because of financial difficulties.
Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date; for loan commitments and financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Company's understanding of the specific future financing needs of the debtors, and other relevant forward-looking information.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.
For a financial guarantee contract, as the Company is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Company expects to receive if the loan is drawn down.
For undrawn loan commitments, the expected credit loss is the present value of the difference between the contractual cash flows that are due to the Company if the holder of the loan commitment draws down the loan, and the cash flows that the Company expects to receive if the loan is drawn down.
Where lifetime ECL is measured on a collective basis to cater for cases where evidence of significant increases in credit risk at the individual instrument level may not yet be available, the financial instruments are grouped on the following basis:
∙Nature of financial instruments;
∙Past-due status;
∙Nature, size and industry of debtors;
∙Nature of collaterals for finance lease receivables; and
∙External credit ratings where available.
The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
If the Company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Company measures the loss allowance at an amount equal to 12 months ECL at the current reporting date.
The Company recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
Derecognition of financial assets
The Company derecognises a financial asset 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 party. 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.
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Financial liabilities and equity instruments
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(i) Classification as debt or equity
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Debt and equity instruments issued by an entity 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.
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(ii) Financial liabilities
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All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.
However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.
Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.
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.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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Financial liabilities and equity instruments (continued)
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(ii) Financial liabilities (continued)
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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 'finance income' or 'finance expense' line item, for gains and losses respectively, 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.
See Note 3.3 regarding the recognition of exchange differences.
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, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
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Functional and presentation currency
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These financial statements are presented in Great British Pounds ("GBP"), which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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Accounting estimates and judgements
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5.1 Estimates and assumptions
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Measurement of ECL allowances
Allowances for long-term loans receivable require the Directors to make estimates and assumptions over the Company's credit risk exposure. Further details are given in Note 15.3.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The following is an analysis of the Company's revenue for the year from continuing operations:
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Analysis of revenue by country of destination:
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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Preparation of year end financial statements
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Finance income and expense
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Recognised in profit or loss
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Other interest receivable
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Loans from group undertakings
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Net finance expense recognised in profit or loss
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An increase in the UK corporation tax rate from 19% to 25% was substantively enacted in June 2021 and
has taken effect from 1 April 2023 for profits over £250,000. For profits under £50,000 the tax rate will remain the same at 19% and for profits between these figures it will be subject to 25% but reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
The company has recorded total tax losses of £4,925,598 (2022: £2,397,990) during the year, on which there is a no deferred tax asset has been recognised.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Trade and other receivables
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Period ended 31 December 2022
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Amount due from group undertakings
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Amounts recoverable from credit agreements
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Prepayments and accrued income
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Total current trade and other receivables
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Cash and cash equivalents
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Period ended 31 December 2022
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Period ended 31 December 2022
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Amounts due to group undertakings
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Tax and social security payments
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Total current trade and other payables
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Ordinary shares of £1.00 each
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Ordinary shares of £1.00 each
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All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to dividends as declared and are entitled to one vote per share at general meetings of the Company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Accumulated shareholder losses represents cumulative profits or losses, net of dividends paid and other adjustments.
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Financial instruments - fair values and risk management
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15.1 Accounting classifications and fair values
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The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
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Other financial assets/ (liabilities)
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Financial assets not measured at fair value
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Trade and other receivables
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Amounts recoverable from credit agreements
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Cash and cash equivalents
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Financial liabilities not measured at fair value
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15.Financial instruments - fair values and risk management (continued)
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15.1 Accounting classifications and fair values (continued)
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Other financial assets/ (liabilities)
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Trade and other receivables
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Amounts recoverable from credit agreements
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Cash and cash equivalents
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Trade payables and other payables
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15.2 Financial risk management objectives
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The Company has exposure to the following risks arising from financial instruments:
∙credit risk
∙liquidity risk
The Company's Board of Directors have overall responsibility for the establishment and oversight of the Company's risk management framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company oversees how management monitors compliance with the risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
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15.3 Credit risk management
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Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The credit risk may arise principally from the Company's receivables from customers.
The carrying amounts of financial assets represent the maximum credit exposure. These financial assets are unsecured.
Impairment losses on financial assets recognised in profit or loss were as follows:
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15.Financial instruments - fair values and risk management (continued)
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15.3 Credit risk management (continued)
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Amounts recoverable from credit agreements
The expected credit loss is calculated using the following formula:
Exposure at default ("EAD") x Probability of default ("PD") x Loss given at default
The exposure at default is defined as the current drawn facility amount, plus a proportion of the remaining undrawn facility amount (as determined by applying a credit conversion factor) assuming that a default occurs at any point over the projection period.
The probability of default is defined as the likelihood of a default over a particular time horizon.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15.Financial instruments - fair values and risk management (continued)
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15.3 Credit risk management (continued)
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In order to reflect the level of credit risk associated with a case, the Company adopts the following stage allocations:
∙Stage 1 – performing, no significant increase in credit risk. We will use the 12 months PD in order to calculate ECL.
∙Stage 2 – there has been a significant increase in associated credit risk, albeit we are yet to see any formal default. In order to recognise the increase in credit risk, the ECL is calculated using a lifetime PD, reflecting the remaining tenor for the facility.
∙Stage 3 – the facility has moved into formal default, either through 90 days past due late payment or triggering a more qualitative increase in associated credit risk. Given the default of the asset, PD is calculated as 100%. Any categorisation of default must be presented through Credit Governance for review and approval.
To determine if the risk of default of a financial instrument has increased significantly since initial recognition, the current risk of default at the reporting date is compared with the risk of default at initial recognition. This assessment of whether there has been a significant increase in credit risk ("SICR") is required to be carried out at each reporting date. As the portfolio ages and the Company gathers more meaningful statistical data on the credit behaviours on the portfolio, these aspects will be incorporated to help inform a more accurate possibility of default.
The staging criterion are driven and informed by a number of qualitative and quantitative aspects including, but not limited to, loss of key customers and associated cash flow, deterioration of market conditions, delays in meeting credit commitments to the Company through days past due count, wider concerning information on the client through press or discussion with the client etc. These aspects will all drive the associated credit grading and associated risk of the client and form part of the risk assessment and staging process.
The Company has assessed whether there has been a significant increase in credit risk based on key indicators such as:
∙Credit risk at initial recognition to credit risk at reporting date – relative increase in credit risk e.g. credit rating moved 1 notch down driven by the clients’ adverse risk characteristics.
∙Changes in the risk of default e.g. days past due transactions for 30 days overdue.
∙Adverse market changes in business trajectory.
∙Annual review of the Company’s business.
Each customer is initially assigned a Risk Grade based on a Risk Score from CreditSafe which is detailed below:
It is not within the Company strategy to originate any credit proposal with a Rating of D or E.
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15.Financial instruments - fair values and risk management (continued)
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15.3 Credit risk management (continued)
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The stage allocation is based on changes in the Risk Grade for customers at the reporting date:
∙Stage 1 - Risk Grade remains unchanged or has moved favourably.
∙Stage 2 - Risk Grade adversely moved one notch, up to and including D.
∙Stage 3 - Risk Grade moved up more than one notch or up to an E.
At the reporting date, the amount receivable split by Risk Grade and stage was as follows:
The concentration of credit risk based on geographical location was as follows:
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Financial instruments - fair values and risk management
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15.4 Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company aims to maintain the level of its cash and cash equivalents at an amount above trade and other payables excluding balances due to group undertakings. The amounts due to group undertakings is repayable on demand but this isn't expected.
At the period end, the Company had cash and cash equivalents of £148,298 (2022: £1,189,509) and the trade and other payable balance (excluding group balances) was £265,022 (2022: £127,627).
An analysis of financial assets and liabilities by contractual maturity is shown below:
When managing capital, the Directors' objectives are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure. To maintain or adjust the capital structure, the Company may adjust the return of capital to Directors.
The Company receives ongoing support from the immediate and ultimate parent company, Juni Technology AB. £40,538,722 (2022: £38,933,710) of the payable balance relates to amounts payable to Juni Technology AB. This balance is repayable on demand but this isn't expected. With this factored in, the adjusted net debt-to-equity ratio is 2.67 (2022: 0.44).
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JUNI CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Related party transactions
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Details of transactions between the Company and its related parties are disclosed below.
The Company's immediate and ultimate parent is Juni Technology AB. During the period, the Company received intercompany recharges of £2,493,003 (2022: £671,652), paid intercompany recharges of £538,797 (2022: £426,476) and incurred interest on intercompany loans of £2,196,453 from Juni Technology AB. At the period end, the Company owed £40,538,722 (2022: £38,933,710) and was due £3,399,444 (2022: £2,486) from Juni Technology AB.
There were no staff costs during the period, including Directors and Key Management Personnel.
The immediate and ultimate controlling party is Juni Technology AB, a company incorporated in Sweden. The company registration number is 559248-0908 and the registered office is Masthamnsgatan 21, 413 28 Gothenburg. Juni Technology AB is the smallest and largest group for which consolidated accounts are produced.
There is no ultimate controlling party.
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Events after the reporting date
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There were no events after the 31 December 2023 to report.
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