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Registered number: 08936601
TRANSPAYGO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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TRANSPAYGO LIMITED
COMPANY INFORMATION
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Ecovis Wingrave Yeats UK Ltd
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TRANSPAYGO LIMITED
CONTENTS
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Notes to the Financial Statements
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TRANSPAYGO LIMITED
REGISTERED NUMBER: 08936601
BALANCE SHEET
AS AT 31 DECEMBER 2023
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9 months ended 31 December 2022
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Debtors More Than One Year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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TRANSPAYGO LIMITED
REGISTERED NUMBER: 08936601
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 June 2025.
The notes on pages 3 to 14 form part of these financial statements.
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Transpaygo Limited is a private Company, limited by shares, incorporated in United Kingdom, with registration number 08936601. The registered office is at C/O Keystone Law, 48 Chancery Lane, London, WC2A 1JF.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Investments in company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 3 (2022 - 3).
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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At 1 January 2023 (as restated)
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The fixed asset investment balance as of 1 January 2022 stood at £1,014,675. During the year, additional investments amounting to £397,804 were made, bringing the total to £1,412,479 by 31 December 2022.
In 2023, total additions of £17,456 comprised: a capital increase of £12,966 to Transpaygo d.o.o, a capital payment of £3,659 to Mi Envio S.L, and an FX adjustment of £831 related to a payment from Fonmoney Chile SpA.
In 2022, total additions of £397,804 comprised: an intangible increase of £298,780 due to conversion of a loan into share capital, a £46,328 gain on investment from Mi Envio S.L., and additional capital contributions of £45,349 to Fonmoney Chile SpA, £4,177 to Transpaygo d.o.o, and £196 to Transpaygo Mexico S.A. de C.V. Additionally, an FX adjustment of £42,881 was recorded on investment in Fonmoney GMBH.
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The following were subsidiary undertakings of the Company:
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Alser Strs. 21, 1080 Wien, Austria
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Online trade and software development
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Avenida Frances
Cambo, 17 - P.1,
Barcelona, 08003, Spain
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Payment service institution
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MERCED 838 A INT OF 117, District: SANTIAGO
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Money remittance services
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Imotska 1, 11010, Belgrade (Voždovac), Serbia
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Applicant for PSI licence
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Calle 10 #12-26, Cúcuta, Norte de Santander, Colombia
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Financial technology provider
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Transpaygo Mexico S.A. de C.V.
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Guillermo González Camarena 1600 1 GH SANTA FE, Álvaro Obregón 01210 Ciudad de México, CDMX, México
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Financial technology provider
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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9 months ended 31 December 2022
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured and interest free.
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9 months ended 31 December 2022
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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9 months ended 31 December 2022
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Other taxation and social security
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Accruals and deferred income
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due after more than one year
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9 months ended 31 December 2022
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured and interest free.
Included within other creditors are amounts owed to directors in the form of directors' loans. The total amount owed in 2023 was £73,571 (2022: £73,571).
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9 months ended 31 December 2022
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Allotted, called up and fully paid
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5,083,089 (2022 - 5,083,089) Ordinary shares shares of £0.01 each
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71,374,000 (2022 - 71,374,000) Founder shares shares of £0.01 each
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5,775,230 (2022 - 5,775,230) Investor shares shares of £0.01 each
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4,618,900 (2022 - 4,618,900) Deferred shares shares of £0.01 each
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Prior year adjustment - in relation to comprehensive income
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In the preparation of the 2023 financial statements, certain adjustments and additional information became available that led to the restatement of the 2022 figures. A summary of the key reasons for these changes, for both balance sheet and comprehensive income items, are as follows:
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Prior year adjustment - in relation to balance sheet items
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Prior year adjustment - in relation to capital and equity
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Related party transactions
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During the year, directors received remuneration which amounted to £36,000 (restated 2022: £22,880).
The directors are the only key management personnel of the Company.
During the year, the Company received commissions totalling £2,847,214 (restated 2022: £Nil) from Mi
Envio S.L and incurred £2,946,833 (restated 2022: £Nil) in expenses, which were recharged from this
group Company. As at the year-end, the balance held within debtors over one year was £968,168
(restated 2022: £12,371), while creditors over one year amounted to £1,057,616 (restated 2022: £Nil).
Additionally, the Company had an outstanding loan due from Mi Envio S.L, totalling £352,700 (restated
2022: £349,042), the loan is unsecured, interest-free and repayable by 31st December 2025.
During the year, the Company incurred £36,792 (restated 2022: £35,753) in expenses from Fonmoney
GmbH, which were recharged from this group Company. As at the year-end, the balance held within
creditors over one year amounted to £36,792 (restated 2022: £35,753). Additionally, the Company had
an outstanding loan repayable from Fonmoney GmbH for £1,469,826 (restated 2022: £1,200,398) in
which they increased the loan by £576,407 (restated 2022: £935,471) and paid £306,979 (restated 2022:
£744,029) during the year, classified under debtors due after one year, the loan is unsecured, interest-free.
During the year, the Company received commissions totalling £96,325 (restated 2022: £52,915) from
Fonmoney Chile SPA. As at the year-end, the balance held within debtors over one year was £96,325
(restated 2022: £52,915).
During the year, the Company provided £1,717 (restated 2022: £Nil) to Transpaygo d.o.o. As of the
year-end, an outstanding loan of £1,717 (restated 2022: £Nil) remained repayable to Transpaygo d.o.o, classified under debtors due after one year. The loan is unsecured and interest-free.
During the year, the Company provided £20,751 to Mi Envio S.P.A (restated 2022: £14,534) and made
no repayments (restated 2022: £3,500). As of the year-end, the outstanding loan stood at £40,355
(restated 2022: £19,604), recorded under debtors due after one year. The loan is unsecured and
interest-free.
To assess whether the Company meets the required criteria to remain a Going Concern, the directors have reviewed the Company’s financial performance of the year completed and assessed it against the financial forecasts for the current year to date. The directors have also considered the positive impact on the recent cost saving measures, the ongoing shareholder commitment and the issuance of the new EEA license in Spain, as mentioned below. Given all of these factors, the directors are confident that the Company remains a Going Concern.
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TRANSPAYGO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Post Balance Sheet Events:
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In the first half of 2024, the Company experienced a further significant drop in revenue due to a complete operational failure of the Cuban remittance system. The failure led to four months of manual remittance processing in Cuba. This significantly slowed down transactions and reduced transaction volumes. Since the resolution of this issue in June, transaction numbers have been recovering to reach a new record high in July. Despite this, the Company continues to be cautious and to closely monitor the ongoing risks in our key markets. These include increased competition, erosion in customer loyalty due to price-sensitivity and ongoing currency risks. As a result, the Company is continuing to reassess its costs and overheads.
Investments: To fund the USA expansion the Company secured an initial £384,987 (€450,000) prior to 31st May and a further £84,321 (€100,000) loan form Matthias Wurmböck to help finance the restructuring.
It has also been agreed that Christopher Bailey will receive an EMI with effect from May 2024.
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Investments in related companies post-balance sheet:
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The Company repaid many of the outstanding loans to Mi Envio Entidad de Pago, which will operate the US business.
The Colombian entity, Mi Envio SAS, will be dissolved in 2024.
The Company also decided not to continue pursuing the licence application in Serbia, as it would have required too much management time.
The Company is jointly controlled by Mirko Kinigadner and Matthias Wurmbock.
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