Registered number: 08580802
ECOMMPAY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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ECOMMPAY LIMITED
CONTENTS
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Directors' responsibilities statement
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Independent auditor's report
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Statement of profit or loss
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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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ECOMMPAY LIMITED
COMPANY INFORMATION
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5th Floor, Churchill House
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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ECOMMPAY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their Strategic Report and the Audited Financial Statements of Ecommpay Ltd ("Ecommpay", “Company”, “us”, “our”) for the financial year ended 30 June 2024. This report has been prepared to provide a fair, balanced, and comprehensive review of the Company's business, its development and performance during the year, its position at the year-end, and a description of the principal risks and uncertainties it faces.
The Company is a key partner of the Ecommpay “Group” headed by its immediate and ultimate parent company Ecommpay Holding Limited, a company incorporated in Cyprus. The Company also supports and introduces customers under a partnership model to ECOMMBX LTD, a regulated electronic money institution incorporated in Cyprus and under common control. This partnership allows Ecommpay to service customers requiring payment services in both the UK and Europe seamlessly.
A Year of Strategic Realignment and Renewed Purpose
Principal Activities
The principal activity of Ecommpay is to act as a regulated financial institution responsible for the acquiring and settlement of e-commerce transactions for its merchants. The Company is authorised and regulated by the Financial Conduct Authority (FCA) under the Payment Services Regulations 2017 for the provision of payment services (FRN: 607597).
The financial year ended 30 June 2024 has been a period of profound strategic execution and transformation for Ecommpay. Against a backdrop of macroeconomic and geopolitical headwinds, along with a dynamic competitive landscape in the United Kingdom, the Company has demonstrated remarkable resilience and agility. We have not only weathered the challenges; we have navigated them with a disciplined focus on our long-term strategic objectives with its foundations on four main pillars:
1)Technology and Innovation,
2)People and Talent,
3)Market and Growth and
4)Geography and Expansion.
Ultimately the outcome of this year has culminated in a year of modest underlying growth in revenue derived from UK merchants (See Note 5) through organic expansion and other income generation, underpinned by significant operational resilience.
We have continued to make deliberate choices to refine our market focus, strengthen our operational core, and invest deeply in the two assets that define our competitive advantage: our proprietary technology (held within the Ecommpay Group) and our expert people. Over time, we will continue to focus on building a balanced portfolio of merchants across varying risk levels ultimately driving a more sustainable portfolio across key segments of the market, including:
∙Digital Goods and Services (e.g. Advertising, Online Education, Gaming, Telecommunications)
∙Financial Services (e.g. Crowdfunding Platforms Money Remittance, Virtual/Crypto Asset Services)
∙Mobility, (e.g. Car Rental, Private Air Travel, Taxis, Train Ticketing)
∙Retail and Ecommerce
∙Travel and Hospitality (e.g. Event and Ticket Operators, Online Travel Agencies, Tour Operators)
Ecommpay recognises that this focus on strategic derisking, while impacting UK organic revenue in the short term, has solidified our foundation for future growth and unlocked new and sustainable income streams.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Review of the business (continued)
The geopolitical impact of our strategy cannot be underestimated in which the impact Brexit has remained a key challenge for Ecommpay as it is no longer able to directly service merchants in the European Union. Notwithstanding, this geopolitical and our strategic realignment, Ecommpay has demonstrated our ability to increase revenue in the UK and through our partner-led model, powered by the Ecommpay Group’s proprietary technology, regulatory standing, our sales and marketing resources, and operational capabilities, has delivered strong results. This performance is a testament to the ongoing strong execution of our strategy and the dedication of our global team.
We continue to be proud of our Group’s ongoing innovation in our proprietary technology in particular with the addition of nine alternative payment methods during the financial year, allowing us to offer merchants full flexibility and choice in how they offer payments to their customers; alongside our continued development in our award-winning anti-fraud and risk solution.
The culmination of this year's strategic evolution was realised post-year end with the launch of our new brand identity in September 2024. This is more than a cosmetic change; it is the external expression of our renewed purpose and our unwavering commitment to building an inclusive financial ecosystem. Through our "Ecommpay for Good" initiative, we are championing digital accessibility and empowering merchants and their customers to participate fully and freely in the global digital economy.
This report presents a balanced and transparent account of our performance, our strategy, and our vision for the future. We are confident that the decisive actions taken this year will allow us to position Ecommpay for its next phase of sustainable, responsible, and profitable growth.
Our Business Model and Operating Environment
Ecommpay's business model is designed to transcend the role of a traditional payment service provider. We operate as a full-stack, integrated FinTech ecosystem and a dedicated, consultative partner to our merchants. Our value proposition is built on providing a single, unified platform that simplifies the complexities of global e-commerce, enabling our clients to focus on their core business and growth.
Our value chain is anchored by several key components. As a Principal Member of both VISA and Mastercard, and being regulated by the Financial Conduct Authority, we possess direct card acquiring capabilities, which provides greater control over the payment flow and cost efficiencies for our merchants. These capabilities are integrated into our proprietary payment gateway, a robust and scalable platform developed in-house. Through a single integration, we provide merchants with access to a comprehensive suite of payment solutions, including alternative payment methods and Open Banking functionalities.
This "one-stop-shop" architecture is a core differentiator. It eliminates the need for merchants to manage multiple third-party systems, thereby streamlining their operational workflows, reducing integration costs, and consolidating all payment data into a single, intuitive dashboard for comprehensive reporting and analysis.
Beyond the technology, our business model is fundamentally client-centric. We do not simply process transactions; we partner with our merchants to drive their success. Our teams act as experienced payments consultants, advising on critical performance levers such as security and fraud prevention, monetisation strategies, and conversion rate optimisation. By identifying and solving specific "pain points" in their payment environments, we deliver significant added value and build strong, loyal, and long-term relationships.
The Market Landscape: Trends and Factors
Ecommpay operates within a competitive FinTech market that is both rich with opportunity and fraught with challenges. The 2024 financial year was characterised by a complex interplay of geopolitical, macroeconomic, competitive, corporate reorganisation, and regulatory factors that shaped our strategic decisions and performance.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Geopolitical and Macroeconomic Environment
The operating environment was defined by significant global uncertainty. Persistent inflation, rising interest rates, and geopolitical tensions continued to impact consumer confidence and discretionary spending, creating a challenging climate for e-commerce merchants. In the UK, this translated into a more cautious approach by merchants as well as the landscape in which we operate. Alongside this, the impact of Brexit continues to have an impact on the UK in providing access to financial services solutions for merchants in the European Union. Despite this, the UK continues to remain an attractive location for financial services, demonstrating the fundamental strength and appeal of the market in which we are headquartered. These conditions have validated our strategic focus on building a resilient business model and a diversified geographic footprint.
Competitive Environment
The payments sector remains intensely competitive, populated by a range of players from large, established global platforms to nimble, specialised providers. While competitors often focus on either developer-centric, API-first products or a standardised, one-platform-fits-all model, Ecommpay differentiates itself through a combination of bespoke technology and a deeply consultative, partnership-based approach. Our ability to tailor solutions to specific merchant needs and verticals, combined with our emerging leadership in financial inclusivity, carves out a distinct and defensible market position. We compete not just on features, but on our ability to act as a genuine growth partner for our clients.
Corporate Reorganisation
A significant strategic development during the financial year was a corporate reorganisation involving our service model for merchants based in the European Union, which were remaining outcomes following the UK’s exit from the European Union. To optimise our operational and regulatory structure, we transitioned these merchants to ECOMMBX LTD, our key EU partner and company under common control. Ecommpay managed this transition seamlessly, providing ongoing services to ensure a resilient and uninterrupted experience for merchants. This complex process was ultimately finalised during the latter end of the financial year.
As a direct result of this transition, our reported revenue from payment services relating to EU activities saw a planned decrease. Notwithstanding this, Ecommpay continues to act as the engine for our Group’s significant expansion across the European Union. This is achieved through our highly successful partner-led model, fuelling our territorial expansion, which is powered by Ecommpay Group’s proprietary technology, our robust regulatory standing, our expert sales and marketing resources, and our deep operational capabilities. While Ecommpay saw a direct impact on its cost base to fuel this expansion against lower recognised revenues, this strategy has delivered strong overall results and market share growth for the Ecommpay Group and related parties across Europe.
Regulatory Landscape
The regulatory environment for payment services is constantly evolving, demanding continuous vigilance and investment in compliance and risk solutions. We have seen regulators issue enhanced standards to manage fraud, in particular Application Push Payment Fraud, and in other areas such as operational resilience which has been a core focus of investment and development at Ecommpay. Throughout the year, Ecommpay actively participated in external events and remained a key member of industry trade associations, solidifying its leadership in regulatory engagement. A significant achievement was obtaining enhanced regulatory permissions from the FCA in September 2024, a successful outcome realised post-year end. Our proactive stance on compliance, underscored by strong engagement with regulators, and continued investment in innovation of our processes and people, is a cornerstone of the trust our merchants place in us and a key enabler of our business model.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Review of Business Performance for the Year Ended 30 June 2024
Revenue for the year decreased to €27,151,804 (2023: €37,609,279).
The decrease in revenue is a direct and anticipated result of a strategic reorganisation driven by Ecommpay’s response to Brexit and to minimise the disruption to EU based merchants. To ensure continuous service for EU-based clients post-Brexit, Ecommpay transitioned the processing of these merchants to ECOMMBX LTD, a regulated EU-based electronic money institution, under common control. The transition was finalised on 15 January 2024, following ECOMMBX LTD securing its own principal membership with VISA and Mastercard.
As noted above, the overall fall in revenue between 2023 and 2024 was directly attributable to this planned transition. The prior year’s revenue was also impacted by macro-economic shifts, mainly originating from the turbulent global geopolitical climate, which led to rising inflation and reduced consumer spending. The reversal of these broader market trends this year, combined with Ecommpay’s strategy to invest in its sales and marketing teams within the UK, has enabled the Company to win new merchants and deliver growth in underlying revenue from UK merchants to €12,746,380 (2023: €11,753,601), as shown in note 5 in the financial statements.
Financial and Operational Highlights
Despite the challenging external environment, the strategic initiatives executed by the Company have yielded strong underlying growth in our key operational metrics, demonstrating the health, scalability, and increasing efficiency of our FinTech ecosystem.
Although Ecommpay observed a 7% year-on-year decrease in total transaction volume, we achieved a significant 45% year-on-year increase in total processing volume. These figures reflect the deliberate choices to refine our market focus in key verticals alongside the market conditions (as detailed in the section Our Business Model and Operating Environment above), as well as strengthen our operational core.
Value Creation from Strategic Derisking
Our approach to risk management has evolved from a purely defensive function to a sophisticated, value-creating activity. We have embraced a policy of "derisking," which involves the strategic decision to avoid, rather than attempt to manage, business relationships that fall outside our refined risk appetite. This focus on low to medium-risk verticals is building a more resilient, predictable, and sustainable revenue base for the long term.
A key development in this area has been the creation of a new income stream from these derisking activities. Rather than simply terminating relationships with merchants who no longer align with our risk profile, we have established a structured referral programme. Leveraging the due diligence and business understanding we have already acquired, we refer these merchants to trusted partners in the payments ecosystem who operate with different risk parameters.
This change in approach has not only mitigated risk but has also allowed us to create additional sustainable income from our strong partnerships. By formalising our referral network, we are capitalising on the extensive payment ecosystem we have cultivated. It demonstrates a deep, nuanced understanding of the wider market, strengthens our strategic partnerships, deepens our alliances with other key players in the payments industry, and stands as a prime example of the creative and innovative solutions Ecommpay brings to the market. This ultimately fosters a collaborative environment where our partners gain access to merchants which would ordinarily not meet our criteria, and in return, Ecommpay secures a reliable and growing stream of referral-based revenue.
This strategy has successfully generated a new source of “other income” transforming a traditional risk mitigation cost into a new revenue centre. This initiative underscores our ability to turn regulatory and operational challenges into commercial opportunities, further solidifying our long-term financial health.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Key Performance Indicators
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Turnover
Turnover for the year decreased to €27,151,804 (2023: €37,609,279 due to the factors outlined in the Business Overview section above.
Gross Profit
Gross profit for the year decreased to €11,855,669 (2023: €12,153,853), gross profit margin of 43.2% increased on the previous years margin of 32.3% due to lower interchange fees from VISA and Mastercard.
Operating Profit
The profit before tax from operations was €433,184 (2023: €1,873,881).
Profit before tax includes €4,724,457 of commissions receivable (included in other operating income in note 6 to the financial statements). This income is inherently variable and is generated from referrals to third party acquirers with which Ecommpay has commercial agreements for providing successful referrals of merchants that it is either unable to process itself, or fall outside of its own risk appetite.
Administrative expenses of €16,814,519 (2023: €12,753,387) increased primarily due to an increase in salary costs due to increases in UK headcount. Marketing and office costs also increased as the group looks to invest for the planned UK growth.
Financial Position
At the balance sheet date, the company had net current assets of €3,524,890 (2023: €8,350,427). The decrease can be attributed to the lower trade receivables and lower cash compared to the previous period.
Overall net assets increased to €16,197,750 (2023: €15,950,768) as a result of the profit for the year.
Cashflows and Liquidity
Net cash outflow was €1,541,929 (2023: €3,454,288). The negative net cash flow is primarily driven by the increase in working capital required to support the combination of reduced revenues and increased costs during the year.
Delivering on Our Strategic Pillars
Our 2021-2025 strategy is the blueprint for our long-term value creation, structured around four key pillars. Our activities and investments throughout the 2024 financial year were closely aligned with advancing our objectives in each of these areas.
Pillar 1: Technology & Innovation – Engineering an Inclusive Financial Ecosystem
Continuous investment in our Group’s proprietary technology is the bedrock of our competitive advantage. During the year, we launched several significant technological innovations to empower merchants to optimise the user experience, improve conversion rates, and, critically, enhance the accessibility of their checkout process for all end-users.
We have also substantially expanded our payment portfolio, adding nine more Alternative Payment Methods (APMs) during the financial year , ensuring our merchants can offer locally preferred payment options in markets across the globe. Specific additions this year include the integration of:
∙BACS and SEPA Direct Debit capabilities, in partnership with GoCardless, to streamline recurring payments; and
∙PayPal Vault.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Pillar 1: Technology & Innovation – Engineering an Inclusive Financial Ecosystem (continued)
With this expansion in adding more payment methods, this demonstrates Ecommpay Group’s commitment to staying ahead of market demand by rapidly integrating both global and region-specific payment solutions. By adding nine diverse payment methods - from AstroPay to GoCardless and PayPal Vault - Ecommpay has significantly strengthened its competitive position globally, offering merchants broader reach, increased payment flexibility, and seamless checkout experiences that rival any native platform integration.
Pillar 2: People & Talent – Fostering a Culture of Empowerment and Expertise
Our success is powered by our people. We have continued to invest in our global team across our strategic hubs in London and Riga. We believe that fostering a culture of expertise, empowerment, and inclusivity is a strategic imperative that creates a competitive moat that is difficult for others to replicate.
A cornerstone of this investment is the Ecommpay Academy, our internal development programme that provides a dedicated training and development allowance for every employee to enhance their hard and soft skills. This commitment ensures our teams remain at the forefront of the rapidly evolving FinTech landscape.
Our commitment is further demonstrated through strategic partnerships. We are proud partners of Project Nemo, a grassroots initiative dedicated to improving disability inclusion within the FinTech sector, and the European Women in Payments Network (EWPN), which champions gender diversity and provides a community for women across the industry. These initiatives are not peripheral; they are central to our strategy of building a more innovative, resilient, and representative workforce that can better serve a diverse global market.
Pillar 3: Market & Growth – Deepening Our Vertical Focus
Our growth strategy is predicated on deep domain expertise within specific, high-potential e-commerce verticals. We remain focused on delivering tailored, value-added solutions for our five key target sectors: Digital Goods and Services, Financial Services, Mobility, Retail and Ecommerce, and Travel and Accommodation.
Our approach goes far beyond providing generic payment acceptance. We invest time and resources to understand the unique operational challenges and "pain points" of each vertical. For example, in the Travel and Accommodation sector, this involves providing solutions that cater to complex booking cycles, management of credit risk, and regulatory requirements like ATOL and IATA certification. For Financial Services merchants, our focus is on providing robust security and compliance features. This vertical-specific strategy allows us to develop unique functionalities and commercial offerings that cannot be easily replicated by competitors, thereby building strong, defensible market positions and fostering deep, loyal relationships with our merchants.
Pillar 4: Geography & Expansion – Driving Growth Through Strategic Partnerships
The 2024 financial year saw the execution of our geographic growth strategy, with the European Union serving as a primary engine of growth. Our partner-led model has proven highly effective, allowing us to scale rapidly and efficiently in key European markets. Whilst this has meant a planned and expected decrease in revenues from payment services in connection acquiring activities relating to EU merchants, we strongly believe our business model focusing on the UK, alongside other important strategic territories, such as the EU, Ecommpay will continue to build resilient and sustainable revenues. As part of this strategic pillar, the Group will also look into other strategic territorial expansion to provide payment processing and acquiring activities to merchants, in which Ecommpay plays a vital role.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Significant Post-Financial Year End Event: The Launch of Our New Brand
A New Identity for a New Era
In September 2024, subsequent to the financial year-end, Ecommpay unveiled a comprehensive new brand identity. This was a pivotal strategic milestone, representing far more than a visual refresh. The rebranding was the culmination of the year's strategic work, designed to align our external market position with the reality of our evolved corporate mission and capabilities. It signals a new era for the company, one defined by a clear and unwavering commitment to inclusivity, accessibility, and sustainability in payments.
Ecommpay for Good: Our Commitment in Action
The heart of our new brand is the "Ecommpay for Good" initiative, a dedicated, ongoing programme that translates our values into tangible action. Through this programme, we are actively pursuing our mission: to enable access to financial ecosystems by providing a platform where merchants and their customers feel empowered, connected, secure, and free to choose their preferred payment methods. This initiative moves our commitment to Environmental, Social, and Governance (ESG) principles from a talking point to a core operational focus, a differentiator in a market where research suggests only 5% of payments businesses see ESG as a priority.
Championing Digital Accessibility
A cornerstone of the Ecommpay for Good initiative is our profound commitment to digital accessibility. We firmly believe that access to the digital economy is a fundamental necessity, not a privilege. To that end, we have partnered with the Digital Accessibility Centre (DAC), a leading authority in this field, to conduct a rigorous, three-strand testing and certification process for our entire digital estate.
This process covers our corporate website, our mobile Software Development Kits (SDKs), and our hosted payment pages, ensuring they meet the globally recognised Web Content Accessibility Guidelines (WCAG) 2.2 at the AA standard. This provides concrete, auditable proof that our platforms are designed to be usable by people with a wide range of disabilities, including visual, hearing, cognitive, and physical impairments.
Furthermore, demonstrating our leadership and commitment to improving the entire ecosystem, we have developed a free "Guide to Digital Accessibility" for our merchants. This guide provides a practical checklist to help them build and maintain their own websites to the same high standards of accessibility, empowering them to reach more customers and create a more inclusive online experience. The rebranding and the launch of Ecommpay for Good represent a strategic inflection point, unifying our investments in technology, people, and market strategy under a single, powerful, and purpose-driven identity.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principal Risks and Uncertainties
Ecommpay’s principal activity is to act as a regulated financial institution responsible for the acquisition and settlement of e-commerce transactions for its merchants. The company places significant attention on minimising its exposure to risk through a consistent and robust approach to risk management across all departments. In parallel, Ecommpay closely monitors the payments and regulatory ecosystem, conducting thorough analysis to identify and exploit growth opportunities whilst carefully managing the associated risks.
The directors consider that the principal risks for Ecommpay are as follows:
(i) Liquidity and settlement risk
The company’s primary objective is to guarantee the financial security and timeliness of merchant settlements. The principal risk in this area is a failure to meet settlement obligations due to insufficient liquidity. To mitigate this risk, Ecommpay has implemented constant monitoring of its current funds positions and their sustainable management, alongside robust reconciliation of in and outgoing funds and liquidity management in which client and own funds are appropriately segregated and safeguarded.
(ii) Market or merchant concentration risk
Market risk arises from potential over-reliance on a limited number of industries and the need to adapt to the rapidly changing e-commerce environment. Similarly, merchant risk arises from the potential concentration of revenue from a small number of key merchants. In the year to 30 June 2024, we observed concentration risk across a small segment of our merchant portfolio which accounted for significant revenues. . To manage this, a key part of our strategy is diversification and concentration risk monitoring. Our strategy focuses on exploring market conditions, preparing for changes, and developing specific technical solutions. By partnering with key strategic platform providers, we bring relevant and cutting-edge products to market, increasing our potential for year-on-year growth. This approach has already proven successful in diversifying business verticals and continues to support the development of a healthy and balanced portfolio of new merchants.
(iii) Business Resilience risk
Business Resilience risks include the potential impact of system failures, adverse market downturns, and the loss of key providers, systems and personnel. Ecommpay mitigates these risks by allocating extensive resources to critical tasks, distributing them among several employees to ensure accuracy (adopting the four-eyes principle), business continuity, and effective succession planning. Throughout the year significant focus has been placed on testing, implementing and identifying risk that impact the operational resilience of the business.
Staff are trained on an ongoing basis, and as required for a regulated entity, all employees participate in annual compliance and Anti-Money Laundering (AML) testing. This ensures the company remains compliant and that staff competency is maintained at a high level. Each employee has clearly defined KPIs and SMART objectives aligned with corporate goals, which, combined, contribute to lowering overall business and compliance risk.
(iv) Cybersecurity and Technology risk
This area of risk includes system failure, disruption to critical services impacting clients, and security incidents. As a PCI DSS Level 1 certified business, Ecommpay allocates significant resources to ensure quality assurance, business continuity, resilience, and information security.
As part of our security monitoring process to minimise the number and impact of security incidents, Ecommpay:
∙Enforces security-related policies and procedures to prevent errors or unauthorised activity.
∙Routinely performs vulnerability assessments and penetration testing via qualified external consultants.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
∙Routinely checks all computer systems and network devices to ensure the latest security patches are installed.
(iv) Cybersecurity and Technology risk (continued)
∙Continuously monitors network traffic and system performance.
∙Routinely checks all system, application, and security logs.
∙Regularly verifies its backup and restore procedures to ensure data integrity and availability.
(v) Legal, regulatory, compliance and taxation risks
As an institution regulated by the Financial Conduct Authority, Ecommpay is exposed to the risk of failing to fulfil its obligations as prescribed by law, regulations, and standards. To manage this, the company has an experienced Compliance, Legal and Risk function who are responsible for maintaining robust internal controls, risk assessments, and governance.
Relevant employees are in regular communication with authorities, regulators and trade bodies to ensure Ecommpay not only aligns with industry best practices but also has key influence in shaping policy and regulatory expectations. The company also maintains an internal audit function and participates in external independent audits to provide ongoing assurance of its control environment. Guidance on taxation matters is continuously monitored through dedicated resources in the Finance and Corporate Tax functions to manage any potential impact on the business.
(vi) Capital management risk
Ecommpay is required by the FCA to maintain sufficient prudential capital adequacy. The risk in this area is failing to meet these regulatory capital requirements. This risk is mitigated by ensuring the business is well-capitalised and by closely monitoring capital resources on an ongoing and forward-looking basis. The company regularly reviews its actual and future financial position, taking corrective actions where necessary. Furthermore, the diversification of the client portfolio contributes to financial stability and supports our strong capital position.
(vii) Business & management growth risk
The company's ambitious growth strategy introduces risks related to effectively scaling our operations, culture, and governance frameworks without compromising on control or quality. In preparation for this growth, Ecommpay has made significant investments to ensure its foundations are robust.
(viii) Talent risk
The FinTech and in particular the payments industry is highly competitive for skilled talent. The inability to attract, develop, and retain key personnel, particularly in technology, compliance, and sales, could hinder our ability to innovate and execute our strategy. Ecommpay has a clear commitment to investment in people and career progression, through development of our Ecommpay Academy that provides multiple training opportunities allowing for clear paths for growth and opportunity. In addition, as an inclusive employer, we offer competitive compensation and other benefits with a culture of diversity and inclusion embedded throughout the organisation.
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ECOMMPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
This Strategic Report was approved by the Board of Directors and signed on its behalf by:
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ECOMMPAY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The principal activity of the company continued to be that of acting as a payment institution providing payment services.
The company is registered with the Financial Conduct Authority (FCA) as an "Authorised Payment Institution".
The profit for the year, after taxation, amounted to €247,611 (2023: €1,460,974).
There were no dividends paid or recommended by the directors.
The directors who served during the year were:
W P Wellinghoff (appointed 11 September 2023)
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M Winegarten (appointed 3 October 2023)
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A Gocs (appointed 11 September 2023)
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Subsequent to the year-end, on 7 November 2024 P A Marcantonio resigned as UK Managing Director and was reappointed on 8 November 2024 as a Non-Executive Director.
On 10 October 2024, A Sjarki resigned as director to the company.
Qualifying third party indemnity provisions
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The company has made qualifying third party indemnity provisions for the benefit of its directors during the year and these remain in force at the date of this report.
Financial risk management
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Related disclosures can be found in the Note 27.
Matters covered in the strategic report
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As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
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ECOMMPAY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Disclosure of information to 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.
This report was approved by the board and signed on its behalf.
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ECOMMPAY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
The directors are responsible for preparing the strategic report, directors' report and the financial statements, in accordance with applicable law.
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 judgments 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.
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ECOMMPAY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ECOMMPAY LIMITED
We have audited the financial statements of Ecommpay Limited for the year ended 30 June 2024 which comprise the statement of profit or loss, the statement of financial position, the statement of cash flows, the statement of changes in equity, and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
In our opinion the financial statements:
∙give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; 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. 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 United Kingdom, including the Financial Reporting Council'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
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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.
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ECOMMPAY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ECOMMPAY LIMITED (CONTINUED)
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. 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. 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.
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 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
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 strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from 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 on page 14, 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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ECOMMPAY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ECOMMPAY 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 the 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our knowledge and experience of the FCA and payment services regulations;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and regulations for payments services;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgments and assumptions made in determining the accounting estimates set out in note 4 were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs and relevant regulators including the FCA.
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ECOMMPAY LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ECOMMPAY LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements (continued)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council'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. 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.
Jaykishan Shah (senior statutory auditor)
for and on behalf of
Blick Rothenberg Audit LLP
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
London
WC2B 5AH
Date: 1 July 2025
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ECOMMPAY LIMITED
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2024
The notes on pages 25 to 51 form part of these financial statements.
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The statement of profit or loss has been prepared on the basis that all operations are continuing operations.
There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. Accordingly, no statement of other comprehensive income has been presented.
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ECOMMPAY LIMITED
REGISTERED NUMBER: 08580802
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Property, plant and equipment
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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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ECOMMPAY LIMITED
REGISTERED NUMBER: 08580802
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
Issued capital and reserves
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The financial statements on pages 19 to 51 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 25 to 51 form part of these financial statements.
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ECOMMPAY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Comprehensive income for the year
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Profit for the financial year
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Total comprehensive income for the year
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Comprehensive income for the year
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Profit for the financial year
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Total comprehensive income for the year
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The notes on pages 25 to 51 form part of these financial statements.
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ECOMMPAY LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Cash flows from operating activities
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Depreciation of property, plant and equipment
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Amortisation of intangible fixed assets
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(Profit)/loss on disposal of property, plant and equipment
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Foreign exchange on property, plant and equipment
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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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Cash generated from operations
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Net cash from operating activities
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Cash flows from investing activities
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Purchases of property, plant and equipment
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Proceeds from disposal of property, plant and equipment
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Net cash from/(used in) investing activities
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ECOMMPAY LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
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Cash flows from financing activities
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Decrease in group receivables
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Payment of lease liabilities
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Net cash used in financing activities
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Net decrease 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 25 to 51 form part of these financial statements.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
ECOMMPAY Limited (the 'company') is a private company limited by shares incorporated in the United Kingdom and registered in England and Wales. The address of its registered office is 5th Floor, Churchill House, 142-146 Old Street, London, EC1V 9BW.
The company's principal activity continued to be that of acting as a payment institution providing payment services.
The company is registered with the Financial Conduct Authority (FCA).
ECOMMPAY Limited is a wholly owned subsidiary of ECOMMPAY Holding Limited, a company incorporated in Cyprus. The results of ECOMMPAY Limited are included in the consolidated financial statements of ECOMMPAY Holding Limited which are available from the registered office, Pindarou, 27, Alpha Business Centre, Block A, 3rd floor, Flat/Office 301, 1060 Nicosia, Cyprus.
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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 International Financial Reporting Standards (IFRS) as adopted by the UK and the Companies Act 2006.
The preparation of financial statements in compliance with UK-adopted IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 4).
The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
The principal accounting policies adopted are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
3.Accounting policies
The financial statements have been prepared on a going concern basis. The company reported a profit during the year and continues to have significant net assets at the reporting date.
The directors have performed a review of the company’s financial projections, including the continued impact from the planned transition of EU customers to ECOMMBX LTD, a related party, which has resulted in a further reduction in revenue for the company in 2025. The company continues to grow its UK customer base, however the forecasts indicate that financial support may be necessary to ensure the company’s ongoing operational viability during this transitional phase. Therefore, the directors have sought confirmation of financial support from its ultimate beneficial owner, who has confirmed their commitment and ability to continue providing such financial support. After making appropriate enquiries, the directors have a reasonable expectation that the company has sufficient resources to continue its operations and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were authorised for issue.
Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
Revenue represents fees received or receivable from merchants for acting as a payment institution providing payment services.
Revenue consists of the following:
a) Transaction commission fees, which relate to services facilitating the process for merchants to receive cardholders' funds (acquiring services), are recognised upon the company obtaining the right to receive payment on behalf of the merchant. The right to receive payment is deemed to be upon the company confirming to the merchant that cardholders' transactions have been authorised with the card issuer.
b) Transaction commission fees, which relate to services facilitating the process for merchants to reimburse cardholders (pay-out services), are recognised upon amounts being physically paid out by the company.
c) Income from treasury management and foreign exchange services is generated from settling foreign currency transaction on behalf of the customers. Revenue is recognised when the company has fulfilled its obligation in relation to these transactions.
d) Interest income is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Other income includes commissions receivable from referring merchants to referral partners. Referral commissions are calculated as a percentage of the volume of transactions of the referred merchants and recognised in the period of the underlying transaction.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
The company assesses whether a contract is or contains a lease, at inception of a contract. The company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives.
The lease liability is included in the 'Loans and borrowings' line in the statement of financial position.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
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The company as a lessee (continued)
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The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
∙a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Property, Plant and Equipment' in the statement of financial position.
The company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 3.8.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The company has used this practical expedient.
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Short-term and other long-term employee benefits
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A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
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Short-term leasehold property
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Right-of-use leased assets under IFRS 16
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straight line over duration of the lease
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The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the statement of profit or loss.
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Intangible assets other than goodwill
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Research and development costs relating to software costs have been capitalised. These intangible assets are reviewed annually for impairment.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
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Impairment of tangible and intangible assets
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At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease (see note 3.8).
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase (see note 3.8).
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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.
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.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
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.
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(i) Amortised cost and effective interest method
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Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
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(ii) Impairment of financial assets
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The company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised costs or at Fair Value through Other Comprehensive Income (FVOCI), and amounts due from customers under contracts, as well as on loan commitments and financial guarantee contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The company 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 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.
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(iii) Derecognition of financial assets
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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.
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
3.Accounting policies (continued)
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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.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by an entity are recognised at the proceeds received, net of direct issue costs.
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(iii) Financial liabilities
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The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities', although the company only has the latter instruments.
Financial liabilities subsequently measured at amortised cost
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
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 through the expected life of the financial liability to the net carrying amount on initial recognition.
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.
Monetary assets and liabilities denominated in foreign currencies are translated into euros at the rates of exchange ruling at the reporting date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the statement of comprehensive income.
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Client bank account balances
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Bank balances held on behalf of the clients who are the merchants are not recognised in the statement of financial position.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Critical accounting estimates and judgments
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In the application of the company’s accounting policies, the directors are required to make judgments, 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Impairment of trade receivables
The company reviews the trade receivables balance for impairment on a regular basis. In making this assessment, the company evaluates the potential risk of losses arising from unrecovered trade receivables. There is inherent judgement in the calculation and provision for expected credit losses. At the year end, the carrying amount of trade receivables is stated in note 16.
Functional currency
Management uses its judgement to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions relating to the company. Management have determined EUR to be the company's functional currency based on a periodic assessment of the primary economic environment in which the company generates and expends cash. While there has been an increase in UK sales and a decrease in EUR sales following Brexit, management considers EUR to remain the appropriate functional currency given the majority of sales and operating expenses were settled in EUR during the year.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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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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Timing of revenue recognition:
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Goods and services transferred at a point in time
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Other fees and similar income
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Exceptional income represents funds received by the company in 2018, from a third-party payment services provider in liquidation. These surplus funds were released to the profit and loss account in the prior year, following a period of investigation to discuss the issue with the third-party payment services provider and liquidator.
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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 and its associates in respect of: Non-audit services
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Employee benefit expenses
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Employee benefit expenses (including directors) comprise:
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Defined contribution pension cost
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Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company, including the directors of the company listed on page 1.
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Defined contribution scheme costs
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
10.Employee benefit expenses (continued)
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The monthly average number of persons, including the directors, employed by the company during the year was as follows:
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Acquiring and issuing department
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Corporate finance division
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Procurement and security team
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Payment product development division
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Economics and finance department
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Fraud AML transactions disputes oversight department
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Compliance and MLRO department
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Project implementation team
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Onboarding and customer relations department
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People and performance management department
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Company contributions to pension schemes
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The highest paid director's emoluments were as follows:
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Remuneration for qualifying services
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Company contributions to pension schemes
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Finance income and expense
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Recognised in profit or loss
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Total interest income arising from financial assets measured at amortised cost
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Interest receivable from group companies
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Other interest receivable
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Interest on lease liabilities
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Net finance income recognised in profit or loss
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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13.1 Income tax recognised in profit or loss
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Current tax on profits for the year
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Origination and reversal of timing differences
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The company has deferred tax liabilities of £79,400 (2023: £162,531) which primarily relate to accelerated capital allowances.
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
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Profit before income taxes
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Tax using the company's domestic tax rate of 25% (2023: 20.5%)
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Expenses not deductible for tax purposes
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Capital allowances for the year in excess of depreciation
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Timing differences leading to a decrease in taxation
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
13.Tax expense (continued)
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13.1 Income tax recognised in profit or loss (continued)
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Changes in tax rates and factors affecting the future tax charges
No changes in tax rates and factors affecting future tax charges.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Property, plant and equipment
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Short-term leasehold property
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Foreign exchange movements
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Foreign exchange movements
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Short-term leasehold property
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Trade and other receivables
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Amount owed by parent undertaking
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Amounts owed by parent undertaking and related entities
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Prepayments and accrued income
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Total current trade and other receivables
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Trade receivables are stated net of a provision for expected credit losses amounting to €183,541 (2023: €183,541).
Terms of the amounts owed by parent undertakings in greater than one year is included within note 24.
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Cash and cash equivalents
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Included within cash and cash equivalents is an amount of €595,029 (2023: €1,980,361) which is held in a bank account at Ecommbx Limited, a company under common control.
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Trade receivables - credit risk
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The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
The directors consider that no other material receivable balances are impaired at the reporting end date.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Social security and other taxation
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Total current trade and other payables
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Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Ordinary shares of €1.00 each
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Ordinary shares of €1.00 each
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Ordinary shares of €1.00 each
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Ordinary shares of €1.00 each
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Retained earnings includes all current and prior period retained profits and losses.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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This note provides information for leases where the company is a lessee.
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Lease liabilities are due as follows:
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Contractual undiscounted cash flows due
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Between one year and five years
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Lease liabilities included in the Statement of financial position at 30 June
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The following amounts in respect of leases have been recognised in profit or loss:
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Interest expense on lease liabilities
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Depreciation of right-of-use assets
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Changes related to currency fluctuation
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Related party transactions
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Details of transactions between the company and its related parties are disclosed below.
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24.1 Other related party transactions
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During the year, the company made sales of €12,705,482 (2023: €23,808,975) with Ecommbx Limited, a company under common control.
During the year the company incurred expenses of €127,071 (2023: €167,705) on behalf of Ecommbx Limited, a company under common control. The balance due to the company at the balance sheet date was €nil (2023: €7,534).
During the year the company paid rent of €582,073 (2023: €679,500) to SIA CHOKO, a company under common control. As at the year end, the company recognised a lease liability of €935,465 (2023: €2,496,267) due to SIA CHOKO. Included in finance costs is interest of €35,561 (2023: €53,926) on this lease.
Ecommpay Limited provides loan facilities to its parent company Ecommpay Holding Limited. The facilities are unsecured, charge interest at 2%, and are repayable on 12 August 2027. Other interest income includes interest receivable amounting to €251,988 (2023: €163,416) in relation to these facilities. The balance due to Ecommpay Limited as at the balance sheet date was €11,635,726 (2023: €6,148,738), which is repayable on 12 August 2027 and therefore classified as non-current. There are no amounts owed by parent and related entities classified as current (2023: €4,480,000).
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The immediate and ultimate parent company is Ecommpay Holding Limited, a company incorporated in Cyprus. Ecommpay Holding Limited prepares group financial statements and copies can be obtained from Pindarou, 27, Alpha Business Centre, Block A, 3rd floor, Flat/Office 301, 1060 Nicosia, Cyprus.
The ultimate controlling party is Aleksejs Sjarki.
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The company is subject to the capital requirements imposed by the Financial Conduct Authority (FCA). The FCA requires the company to maintain a minimum level of capital of €125,000 which was complied with throughout the year.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Financial risk management
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Credit risk
The risk to trade receivables arises from the merchants (who are the customers of the company) who face difficulties due to their client's failure to comply with the International Card Organisation's rules and as such the company may incur fines or chargebacks. There is also a credit risk arising from delays or challenges receiving agreed commissions from referral partners, which are included within other receivables.
This risk has been mitigated by an agreement between the merchant and the company to hold back the merchant's funds if such transactions occur. Also, the company has incorporated a "Fraud-Stop" in-house intelligence system, which features innovative tools for predicting, assessing, detecting and preventing fraudulent transactions, which is being constantly monitored and upgraded.
The group's exposures to credit risk at the end of the reporting period based on carrying amounts reported in the statement of financial position for on-balance sheet financial assets are analysed as follows:
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Cash and cash equivalents
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Liquidity risk
This is the risk arising from not having sufficient funds available in the merchant's account prior to making payments to the merchant.
The company's main objective is to guarantee financial security and punctuality while avoiding any delays to merchant settlement. To mitigate liquidity risk, the company has introduced constant monitoring of current funds positions and their sustainable management. Due to the fact that the business process includes relationships not only with merchants, but also with counterparties (service providers, banks and etc.), the company ensures detailed due diligence of each service providers and establishing a daily reconciliation with them for further safeguarding of the funds. Detailed analysis of financial flows, transactional uploads and daily reconciliation of financial flows are performed to guarantee relevance and accuracy of data when making settlements. As an additional measure the company is holding excessive amounts of own funds as a constant reserve to mitigate liquidity risk.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Financial risk management (continued)
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Market risk - Foreign currency risk
This is the risk arising from fluctuations in currency exchange rates. Currency risk exists, in particular, where assets, receivables and liabilities exist or arise in a different currency to the company's functional currency.
This risk has been mitigated by the management closely monitoring the fluctuations of the currencies and obtaining favourable exchange rates as far as possible.
A breakdown of the company's exposure to foreign currency is as follows:
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Effects of changes in accounting policies
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The following IFRS standards, amendments and interpretations became effective during the financial year beginning on 1 July 2023:
∙Insurance Contracts. This standard replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features. Effective for annual reporting periods beginning on or after 1 January 2023.
∙Accounting Estimates (amendments to IAS 8). On February 12, 2021, the IASB published Definition of Accounting Estimates to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after 1 January 2023.
∙Deferred tax (amendments to IAS 12). The amendments narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. This requires companies to recognise both a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of a lease and a decommissioning provision. Effective for annual reporting periods beginning on or after 1 January 2023.
There are no further new IFRSs or IFRIC interpretations that are effective for the financial period beginning on or after 1 July 2023 that would be expected to have a material impact on the company.
The following IFRS standards, amendments, and interpretations, which had not yet been applied in these financial statements as they were not mandatory, were in issue but not yet effective during the financial year beginning on 1 July 2023. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
∙Lease liability in a Sale and Leaseback (amendment to IFRS16 Leases). The amendments provide a requirement for the seller-lessee to determine ‘lease payments’ or ‘revised lease payments’ in a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee. Effective for annual reporting periods beginning on or after 1 January 2024.
∙Classification of Liabilities as Current or Non-Current (amendment to IAS 1 Presentation of Financial Statements). The amendments require that an entity’s right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement for at least twelve months after the reporting period. Effective for annual reporting periods beginning on or after 1 January 2024.
∙Non-current Liabilities with Covenants (amendment to IAS 1 Presentation of Financial Statements).If an entity’s right to defer is subject to the entity complying with specified conditions, such conditions affect whether that right exists at the end of the reporting period, if the entity is required to comply with the condition on or before the end of the reporting period and not if the entity is required to comply with the conditions after the reporting period. The amendments also provide clarification on the meaning of ‘settlement’ for the purpose of classifying a liability as current or non-current. Effective for annual reporting periods beginning on or after 1 January 2024.
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ECOMMPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
28.Effects of changes in accounting policies (continued)
∙Supplier Finance Arrangements (amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures). The amendments require entities to provide certain specific disclosures (qualitative and quantitative) related to supplier finance arrangements. Effective for annual reporting periods beginning on or after 1 January 2024.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the company.
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