Limited Liability Partnership Registration No. OC443004 (England and Wales)
ASTROPAY CORPORATION LLP
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ASTROPAY CORPORATION LLP
LIMITED LIABILITY PARTNERSHIP INFORMATION
Designated members
Ms Patricia Risso
Mr Marcos Sacal Slovik
Ms Carolina Secondo
Mr Diego Steinberg
Astropay Global Holdings
Mr Guillermo Dotta Brugman
Limited liability partnership number
OC443004
Registered office
c/o Preiskel & Co LLP
4 King's Bench Walk
Temple
London
EC4Y 7DL
Auditor
RSM Uruguay S.A
Building M1 - Unit D
Route 8
Km 17,500
Montevideo
Uruguay
ASTROPAY CORPORATION LLP
CONTENTS
Page
Members' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 13
Detailed trading profit and loss account
14
ASTROPAY CORPORATION LLP
MEMBERS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The members present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the limited liability partnership continued to be that of a payment processing service.
Members' drawings, contributions and repayments
The members' drawing policy allows each member to draw a proportion of their profit share, subject to the cash requirements of the business.
A member's capital requirement is linked to their share of profit and the financing requirement of the limited liability partnership. There is no opportunity for appreciation of the capital subscribed. Just as incoming members introduce their capital at "par", so the retiring members are repaid their capital at "par".
Designated members
The designated members who held office during the year and up to the date of signature of the financial statements were as follows:
Ms Maximo Ayerza
(Appointed 1 October 2024 and resigned 21 February 2025)
Ms Patricia Risso
(Appointed 13 November 2024)
Mr Marcos Sacal Slovik
(Appointed 1 October 2024)
Ms Carolina Secondo
(Appointed 13 November 2024)
Mr Diego Steinberg
(Appointed 13 November 2024)
Astropay Global Holdings
Mr M M Lijtenstein
(Resigned 1 October 2024)
Mr Guillermo Dotta Brugman
(Appointed 21 February 2025)
Statement of members' responsibilities
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the limited liability partnership will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Small LLPs exemption
This report has been prepared in accordance with the special provisions relating to small LLPs within Part 15 of the Companies Act 2006.
ASTROPAY CORPORATION LLP
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Approved by the members on 15 May 2025 and signed on behalf by:
15 May 2025
Astropay Global Holdings
Designated Member
ASTROPAY CORPORATION LLP
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ASTROPAY CORPORATION LLP
- 3 -
Opinion
We have audited the financial statements of Astropay Corporation LLP (the "limited liability partnership") (hereinafter, the “Company”) for the year ended 31 December 2023, which comprise the income statement, the balance sheet, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31st, 2023, and its financial performance for the year ended in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in Auditor’s Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Uruguay, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The other information comprises the Member´s Report, which are included in the annual report, but do not form part of the financial statements and our auditor’s report thereon. The Members are responsible for the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
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 during the audit, or otherwise appears to be materially misstated. 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.
Other Matter
The financial statements of the Company, for the year ended December 31, 2022, were not audited.
Responsibilities of members
Management is responsible for the preparation and fair presentation of these financial statements in accordance with FRS 102, and for such internal control as management determines 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, management is 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 management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company´s financial reporting process.
ASTROPAY CORPORATION LLP
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASTROPAY CORPORATION LLP
- 4 -
Auditor's responsibilities for the audit of the financial statements
The objectives of our audit 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 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.
A further description of our responsibilities for the audit of the financial statements is included in Appendix I of this auditor’s report. This description, which is located on page 5, forms part of our auditor’s report.
Claudia Piano CPA - No 106504 (Senior Statutory Auditor)
For and on behalf of RSM Uruguay S.A
15 May 2025
Statutory Auditor
Building M1 - Unit D
Route 8
Km 17,500
Montevideo
Uruguay
ASTROPAY CORPORATION LLP
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASTROPAY CORPORATION LLP
- 5 -
APPENDIX I
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
ASTROPAY CORPORATION LLP
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
$
$
Turnover
-
-
Administrative expenses
(67,390)
-
Operating loss
(67,390)
-
Interest receivable and similar income
582
-
Loss for the financial year before members' remuneration and profit shares available for discretionary division among members
(66,808)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ASTROPAY CORPORATION LLP
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
$
$
$
$
Fixed assets
Investments
4
1,452,076
-
Current assets
Debtors
6
1,057
-
Cash at bank and in hand
121,005
-
122,062
-
Creditors: amounts falling due within one year
7
(192,324)
-
Net current liabilities
(70,262)
-
Total assets less current liabilities and net assets attributable to members
1,381,814
-
Represented by:
Members' other interests
Members' capital classified as equity
1,448,622
-
Other reserves classified as equity
(66,808)
-
1,381,814
-
These financial statements have been prepared in accordance with the provisions applicable to limited liability partnerships subject to the small limited liability partnerships regime.
The financial statements were approved by the members and authorised for issue on 15 May 2025 and are signed on their behalf by:
15 May 2025
Astropay Global Holdings
Designated member
Limited Liability Partnership registration number OC443004 (England and Wales)
ASTROPAY CORPORATION LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
1
Accounting policies
Limited liability partnership information
Astropay Corporation LLP is a limited liability partnership incorporated in England and Wales. The registered office is c/o Preiskel & Co LLP, 4 King's Bench Walk, Temple, London, EC4Y 7DL.
The limited liability partnership's principal activities are disclosed in the Members' Report.
1.1
Accounting convention
These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in US dollars, which is the functional currency of the limited liability partnership. 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
Members' participating interests
Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.
Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.
Once an unavoidable obligation has been created in favour of members through allocation of profits or other means, any undrawn profits remaining at the reporting date are shown as ‘Loans and other debts due to members’ to the extent they exceed debts due from a specific member.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
ASTROPAY CORPORATION LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
A subsidiary is an entity controlled by the limited liability partnership. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Measurement basis
In these financial statements, investments in subsidiaries are measured at cost, less any accumulated impairment losses.
The cost corresponds to the amount paid in cash or cash equivalents, or the fair value of other assets given to acquire the interest, including directly attributable acquisition costs.
Consolidated financial statements have not been prepared as the entity is exempt from consolidation under Section 9 of FRS 102.
Impairment assessment
An impairment review was carried out as of 31 December 2023, and no indicators of impairment were identified requiring adjustment to the carrying amount of the investments in subsidiaries.
Dividend income from subsidiaries
During the year ended 31 December 2023, the Company did not recognize any dividend income from subsidiaries
1.4
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.
1.5
Financial instruments
The limited liability partnership 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 limited liability partnership's statement of financial position when the limited liability partnership 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.
ASTROPAY CORPORATION LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
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 limited liability partnership 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.
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.
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 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 limited liability partnership’s obligations expire or are discharged or cancelled.
ASTROPAY CORPORATION LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.6
Foreign exchange
Transactions in currencies other than US dollars 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 limited liability partnership’s accounting policies, the members 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.
3
Employees
The average number of persons (excluding members) employed by the partnership during the year was:
2023
2022
Number
Number
Total
4
Fixed asset investments
2023
2022
$
$
Shares in group undertakings and participating interests
1,452,076
-
ASTROPAY CORPORATION LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 12 -
Movements in fixed asset investments
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023
-
Holding Financeira
1,452,071
Astropay Brazil
5
At 31 December 2023
1,452,076
Carrying amount
At 31 December 2023
1,452,076
At 31 December 2022
-
5
Subsidiaries
Details of the limited liability partnership's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Astropay Holdings Financeira LTDA
Brazil
Ordinary
100.00
-
Astropay Brasil LTDA
Brazil
Ordinary
100.00
-
Astro Instituição de Pagamento
Brazil
Ordinary
-
100.00
Acquisition of Astropay Holding Financeira
In 2023, the Company acquired the entirety of the equity instruments of Astropay Holding Financeira, the holding company of Astro Instituição de Pagamento. Although the legal incorporation of Astropay Holding Financeira took place on 18 November 2022, the capital contribution and commencement of operations occurred in 2023. Both entities are domiciled in Brazil.
Acquisition of Astropay Brazil
In 2023, the Company acquired the entirety of the equity instruments of Astropay Brazil, a human resources payroll company domiciled in Brazil. Although the company was legally incorporated on 22 November 2022, the capital contribution and commencement of operations took place in 2023.
6
Debtors
2023
2022
Amounts falling due within one year:
$
$
Amounts owed by group undertakings (Note 10)
1,057
-
ASTROPAY CORPORATION LLP
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
7
Creditors: amounts falling due within one year
2023
2022
$
$
Amounts owed to group undertakings (Note 10)
178,501
-
Accruals and deferred income
13,823
-
192,324
-
8
Loans and other debts due to members
In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.
9
Events after the reporting date
On 2 September 2024, the Group acquired control of Keisai S.A.C., an entity incorporated in Peru whose main activity is the provision of prepaid card and digital wallet services.
On 5 December 2024, Astro Instituição de Pagamento obtained its license to operate as a payment institution in Brazil.
Other than the events disclosed above, there have been no events between the reporting date and the date of approval of these financial statements that require disclosure or adjustment.
10
Related party transactions
During the year $1,057 (2022: $Nil) was loaned to a related party. At the year end the balance outstanding was $1,057 (2022: $Nil) and is included within other debtors. The loan is repayable on demand.
During the year the LLP was loaned $178,501 (2022: $Nil) from a related party. At the year end this balance is included within other creditors.
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