| Pax2Pay Ltd |
| Strategic Report |
|
| The directors present their strategic report for the Year ended 31st December 2024. |
| Review of the business |
| Pax2Pay provides digital payment solutions making business to business travel payments across borders faster, easier and safer. Payments and processes are transformed from costly, resource-draining and inflexible to revenue-generating, efficient and optimised for dynamic markets. |
| The company's advanced digital payment solution connects the travel industry and gives our customers and their suppliers, choice, simplicity and reward. The business continues to develop travel sector payments with individual digital funding accounts and a choice of payment methods, including secure unique virtual cards, join the hundreds of travel agencies, OTA's and travel businesses who are already enjoying our advanced digital payment solution. |
| The company has now developed virtual cards in over 11 currencies with lightning quick bank transfers across the UK and Europe. Our customers have used our platform to settle 2.75m transactions with £1.1bn worth of transactions. The year has seen transactions that we have managed in over 35 countries worked wide. |
| The business during the year has continued to partner with some of the biggest travel technology providers by integrating our payment solution in order that the hard work is completed by us for our partners. |
| The company made a profit before tax of £2,783,360 (2023: £2,605,182) in the year. The company continued to see an increase in profitability due to increased commissions arising from a greater activity and reach in the market. Net assets grew from £757k to £844k. Dividends of £2,000k were proposed in the year (2023: £1,763k). |
| The directors foresee a long term growth phase of the business due to growth in the tourism industry. |
| Principal risks and uncertainties |
| The success of our business is dependent on our reputation to deliver a great service to our Clients. The healthy financial position to generate ongoing income ensure that the risks to stakeholders of Pax2Pay Limited are minimised. The limited risks are explained below. |
| General risks |
| Reputational Risk is managed by promoting our business successes through its website, exhibitions and other communications to ensure our integrity and credibility is maintained. During 2022 we have engaged the services of an industry specific marketing consultant to promote our brand with a focus on security and integrity. |
| IT/Security Risk is a risk we face as in all companies and individuals alike. We are minimising this risk by implementing industry best practices with regular reviews so we can continue to improve them. Also we only partner with reputable partners who have demonstrated they are best in class and use appropriate security. In addition we coduct regular internal audits to ensure we are acheiving the best pratcices. |
| Financial risk management objectives and policies |
| Foreign currency risk |
| Pax2Pay Limited records its transactions and prepares its financial statements in pounds sterling. However, the company operates on other currencies and cash balances are held in Euros, US Dollars and other currencies. Fluctuations in exchange rates between Pound Sterling and both the Euro and US Dollar may result in realised and unrealised exchange movements. |
| Interest rate risk |
| Interest rate risk is the risk that the future cash flows of financial instruments will fluctuate because of changes in market interest rates. As all trade creditors are non interest bearing, they do not expose the company to interest rate risk. |
| Liquidity risk |
| The company does not have any long term liabilities. There is an intercompany loan account, however this is operated interest free. The liquidity risk is considered low. |
| Credit risk |
| The company's principal financial assets are bank balances and cash, trade and other receivables. The company's credit risk is primarily attributable to trade and other receivables. The amounts presented in the balance sheet are net of allowances attributable to trade and other receivables. An allowance for impairment is made where there is an identified loss event which, based on management judgment is evidence of a reduction in the recoverability of the receivable amount. |
| Development and performance |
| The directors foresee long term growth prospects in support for its services, in line with the growth anticipated in the travel industry and the resilience of its business model and service agreements with customers. |
| Statement of engagement with stakeholders |
| There is active engagement with all stakeholders of the company, from employees, suppliers, local authorities, and other stakeholders. |
| During the year the company prepared and submitted an application to the Financial Conduct Authority, which was approved. Company advisors further assisted with embedding regulatory processses and procedures. |
| The directors continue to be commited to maintain the very highest level of PCI compliance. |
| Financial key performance indicators |
| For the year ending 31 December 2024 revenue increased from £17.6m to £19.1m as a result of increased activity in the tourism industry and a greater offering of the company's products. Gross profit margin increased by 2% to 26% in the year. Despite increases in administration and operating costs due to the step change in turnover, operating profit increased from £2.6m to £2.8m. |
| Administrative expenses as a percentage of turnover increased from 8.9% in the previous year to 11.1% in the year ending 31 December 2024, due to the scaling of the business. The increase was due to rightsizing the business and positioning for further growth. |
| Working capital as a percentage of turnover increased marginally to 4.4%. |
| Whilst these KPI's are helpful in measuring the Company's performance, and have been chosen amongst the most commonly used ones and provide a general indication of the company's general performance, it should be stressed that they are not exhaustive and that many additional performance measures are used to monitor progress. |
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| This report was approved by the board on 21 May 2025 and signed on its behalf. |
|
|
|
| Ian David Robinson |
| Director |
|
|
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
|
| Other information |
| The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual 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. |
|
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| ● |
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| ● |
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
| Pax2Pay Ltd |
| Notes to the Accounts |
| for the year ended 31 December 2024 |
|
| 1 |
Summary of significant accounting policies |
|
|
Basis of preparation |
|
The financial statements have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. |
|
|
Turnover |
|
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
|
|
Intangible fixed assets |
|
Intangible assets are capitalised development costs and are measured at cost less accumulated amortisation and any accumulated impairment losses. Capitalised development costs are amortised over the expected useful life of five years. |
|
|
Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Leased assets |
|
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
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|
| 2 |
Analysis of turnover |
2024 |
|
2023 |
| £ |
£ |
|
|
Fees |
- |
|
- |
|
Capitalised revenue expenditure |
- |
|
- |
|
|
Services rendered |
18,809,101 |
|
17,471,348 |
|
Other income |
293,478 |
|
165,020 |
|
|
|
|
|
|
19,102,579 |
|
17,636,368 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
14,516,098 |
|
13,856,294 |
|
Europe |
4,584,918 |
|
3,780,074 |
|
Rest of world |
1,563 |
|
- |
|
|
|
|
|
|
19,102,579 |
|
17,636,368 |
|
|
|
|
|
|
|
|
|
|
| 3 |
Operating profit |
2024 |
|
2023 |
| £ |
£ |
|
This is stated after charging: |
|
|
Amortisation of intangible assets |
24,630 |
|
24,630 |
|
Auditors' remuneration for audit services |
17,000 |
|
18,000 |
|
|
|
|
|
|
|
|
|
|
| 4 |
Staff costs |
2024 |
|
2023 |
| £ |
£ |
|
|
Wages and salaries |
943,063 |
|
851,830 |
|
Social security costs |
105,800 |
|
71,426 |
|
Other pension costs |
29,443 |
|
13,763 |
|
|
|
|
|
|
1,078,306 |
|
937,019 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Administration |
1 |
|
1 |
|
Development |
2 |
|
2 |
|
Manufacturing & distribution |
8 |
|
4 |
|
Marketing |
1 |
|
1 |
|
Sales |
1 |
|
1 |
|
|
|
|
|
|
13 |
|
9 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Interest payable |
2024 |
|
2023 |
| £ |
£ |
|
|
Bank loans and overdrafts |
30,789 |
|
24,364 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Taxation |
2024 |
|
2023 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
702,000 |
|
618,597 |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
(6,158) |
|
(6,157) |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
695,842 |
|
612,440 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
Profit on ordinary activities before tax |
2,783,360 |
|
2,605,182 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25% |
|
25% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
695,840 |
|
651,296 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
2 |
|
(38,857) |
|
Capital allowances for period in excess of depreciation |
6,158 |
|
6,158 |
|
|
Current tax charge for period |
702,000 |
|
618,597 |
|
|
|
|
|
|
|
|
|
|
|
|
| 7 |
Intangible fixed assets |
£ |
|
R & D Expenditure: |
|
|
Cost |
|
At 1 January 2024 |
123,150 |
|
At 31 December 2024 |
123,150 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
At 1 January 2024 |
49,260 |
|
Provided during the year |
24,630 |
|
At 31 December 2024 |
73,890 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2024 |
49,260 |
|
At 31 December 2023 |
73,890 |
|
|
|
|
|
|
|
|
|
|
R & D Expenditure is being written off in equal annual instalments over its estimated economic life of 5 years. |
|
|
| 8 |
Debtors |
2024 |
|
2023 |
| £ |
£ |
|
|
Trade debtors |
770,123 |
|
557,163 |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
|
1,931,489 |
|
2,296,665 |
|
Other debtors |
2,303,690 |
|
2,328,869 |
|
Prepayments and accrued income |
566,059 |
|
164,916 |
|
|
|
|
|
|
5,571,361 |
|
5,347,613 |
|
|
|
|
|
|
|
|
|
|
| 9 |
Creditors: amounts falling due within one year |
2024 |
|
2023 |
| £ |
£ |
|
|
Trade creditors |
170,978 |
|
205,558 |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
1,957,299 |
|
1,201,016 |
|
Corporation tax |
702,000 |
|
618,597 |
|
Other creditors |
2,323,839 |
|
3,114,207 |
|
|
|
|
|
|
5,154,116 |
|
5,139,378 |
|
|
|
|
|
|
|
|
|
|
| 10 |
Deferred taxation |
2024 |
|
2023 |
| £ |
£ |
|
|
Accelerated capital allowances |
12,315 |
|
18,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
18,473 |
|
24,630 |
|
Credited to the profit and loss account |
(6,158) |
|
(6,157) |
|
|
At 31 December |
12,315 |
|
18,473 |
|
|
|
|
|
|
|
|
|
|
|
| 11 |
Share capital |
Nominal |
|
2024 |
|
2024 |
|
2023 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£0.001 ea. |
|
320,035,000 |
|
320,035 |
|
320,035 |
|
|
|
|
|
|
|
|
|
|
| 12 |
Unregistered equity |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
200,000 |
|
200,000 |
|
|
At 31 December |
200,000 |
|
200,000 |
|
|
|
|
|
|
|
|
|
|
| 13 |
Profit and loss account |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
236,863 |
|
7,389 |
|
Profit for the financial year |
2,087,518 |
|
1,992,742 |
|
Dividends |
(2,000,000) |
|
(1,763,268) |
|
|
At 31 December |
324,381 |
|
236,863 |
|
|
|
|
|
|
|
|
|
|
| 14 |
Dividends |
2024 |
|
2023 |
| £ |
£ |
|
|
Dividends on ordinary shares (note 13) |
2,000,000 |
|
1,763,268 |
|
|
|
|
|
|
|
|
|
|
|
| 15 |
Related party transactions |
|
|
The company operates an intercompany account with group companies. Shared costs are allocated between the companies. At 31 December 2024 the company owed £1,649,741 to Pax2Pay AB (2023: £948,268), £182,175 to Paxport AB (2023: £198,883), £119,383 to Pax2Pay UAB (2023: Nil) and £6,000 to Paxport Group AB (2023:£53,865). Also as at 31 December 2024 the company was owed £1,931,489 from Paxport Group UK Ltd (2023: £2,296,664). |
|
|
| 16 |
Controlling party |
|
|
The immediate parent undertaking is Pax2Pay AB. The name of the ultimate parent company is Paxport Group AB, a company incorporated in Sweden, whose principal place of business and registered office is, and whose financial statements can be obtained at Box 55954, 102 16, Stockholm, Sweeden and this is the smallest and largest group in which the results of the company are consolidated. |
|
|
| 17 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
| 18 |
Legal form of entity and country of incorporation |
|
|
Pax2Pay Ltd is a private company limited by shares and incorporated in England. |
|
|
| 19 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
The Landing, 125 Redcliff Street |
|
Bristol |
|
Avon |
|
United Kingdom |
|
BS1 6HU |