Company registration number 08134141 (England and Wales)
EPAYMENTS SYSTEMS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
EPAYMENTS SYSTEMS LIMITED
COMPANY INFORMATION
Director
Elena Arbuzova
Company number
08134141
Registered office
Building 1 Chalfont Park
Gerrards Cross
United Kingdom
SL9 0BG
Auditor
MMBA London Ltd
16 Upper Woburn Place
Kings Cross
London
WC1H 0AF
EPAYMENTS SYSTEMS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Director's report
5 - 6
Independent auditor's report
7 - 10
Profit and loss account
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 32
EPAYMENTS SYSTEMS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

The Director is presenting the strategic report for the "the Group", comprising of Epayments Systems Limited ("the Parent Company") and Epayments Technology LLC ("the Subsidiary") for the year ended 30 April 2024.

Business review

 

The Parent Company is an electronic payment service provider that was founded in 2011 with customers in more than 190 countries from various sectors of the e-commerce marketplace and the digital economy. The Parent Company is registered with and regulated by the Financial Conduct Authority ("FCA") as an Electronic Money Institution (“EMI”), under the reference FRN 900172. The Parent Company provides e-wallet accounts, prepaid MasterCard® cards, payments and merchant services to individual and corporate customers.

 

In December 2019, the Parent Company was subject to a routine supervision review by the Financial Conduct Authority. As a result of the FCA's findings, the Parent Company agreed to undergo a Voluntary Application for Imposition of Requirement ("VREQ") in February 2020. The requirements included the Parent Company not being able to onboard new customers, issue new e-money, provide any payment services to existing customers nor redeem any e-money without the FCA’s prior consent. As a result, the ability of the Parent Company to transact with customers stopped on a temporary basis.

 

The Parent Company received confirmation from the FCA on 24 December 2021 that the VREQ was lifted.

 

The Subsidiary was incorporated on 25 April 2018 to provide software development support the Parent Company.

 

On the 5th of August 2022, the Board of Directors made the decision to solvently wind-down the business due to the lack of sufficient progress toward “business as usual”. The Board anticipated that the wind-down will not involve any financial loss to creditors or customers. The Parent Company aims for all customer funds to be returned, and for all the obligations to be repaid in full.

 

On the 6th of December 2024, the Parent Company sold the full share in the Subsidiary registered capital (99%).

 

Principal risks and uncertainties

 

Given the decision of the Board to wind down the Parent Company, the key strategic focus of the Parent Company is the completion of its customers' refunds process and to ensure the solvent wind-down of the business. The principal risk for the Parent Company therefore relates to the effective and efficient execution of this strategy.

 

To mitigate this risk, the Parent Company:

the wind-down is done in an effective, solvent and orderly manner, key risks are addressed, and is aligned

to the regulatory requirements for a Company's wind-down.

 

Going concern

These financial statements have therefore not been prepared on a going concern basis. The Director is of the opinion that no adjustments are required to the financial statements as a result of the use of a basis other than going concern.

 

Liquidity risk

The Group's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking damage to the Parent Company's reputation. This is supported by a robust planning process which has the full involvement of the management team. The capital position of the Parent Company is also monitored to ensure compliance with capital adequacy requirements.

 

EPAYMENTS SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The main credit risk to which the Parent Company is exposed to is in respect of its debtors. However, since these are primarily inter-Group debtors, the risk is not considered to be significant. The financial risk arising from the possible non advance of credit by the Group's trade creditors, either by exceeding the credit limit or not paying within the specified terms, is managed by prompt payment and regular monitoring of the trade balance and credit limit terms for all suppliers.

 

Operational risk

The availability of the Group's products and services depends on the continuing operation of its information technology and communications systems, and on its banking partners. The internal systems may be subject to damage via its interruption from power loss, technical failures, computer viruses, cyberattacks and other attempts to harm the systems. To address the above risks, the Parent Company has two separate server locations. Transaction data is replicated at regular intervals to standby databases at the two sides. Transaction data is also saved as back-up data in the separate server locations as an additional contingency measure.

 

Regulatory risk

The Parent Company, being a regulated firm in the UK, operating under the EMI rules as a UK institution, but transacting with customers who are domiciled across a large number of countries, always faces some uncertainty with regards to the regulatory requirements. Failure to comply with the regulatory requirements could lead to fines or other disciplinary action. The Parent Company was subject to the VREQ till December 2021, with the consequent impact to both its reputation and its financial resources. Following the VREQ process, the management team has been working to ensure that there is a high level of compliance procedures, policies and systems in place and that the Parent Company constantly monitors these to ensure that it is fully compliant at all times. The management team is confident that it will be able to monitor changes in regulation and assess the impact that any changes may have on the business and plans to ensure they have sufficient resources to implement those changes.

 

The Group remains committed to the highest standards of openness and integrity. A risk-based anti-money laundering (AML), counter-terrorist financing (CTF), anti-fraud, anti-corruption approach is taken, which includes all necessary measures to prevent financial crime. The Group abides by and adheres to all applicable laws and regulations regarding AML and CTF in all jurisdictions where it conducts its business. The Group has developed and implemented a comprehensive set of measures to identify, manage and control all AML risks starting at on-boarding customers’ stage.

 

Other risks

The Group may be subject to potential claims from existing customers. The Group is seeking to mitigate such risk by ensuring refunds are made in line with the removal of restrictions.

 

The risk management function continues to actively monitor and assess risks to the Group, whether that be in respect of financial risks, operational risks and legal risks. The main objective of risk management is to ensure that appropriate policies and procedures are in place to enable the effective management of the risks to which the Parent Company is exposed and to ensure that these policies and procedures are effectively implemented and executed.

 

S172 Statement

 

The Director has complied with their responsibilities under Section 172 of the Companies Act 2006 which requires them to act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members.

 

The Director is committed to ensuring the Group’s business remains sustainable, not only from the shareholders perspective, but also for the environment, customers, suppliers and others affected by Group activities. In fulfilling this commitment, the Director takes into account the following matters:

EPAYMENTS SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -

The likely consequences of any decisions in the long term

By complying with Section 172, the Director has had regard to the interests of stakeholders affected by the Parent Company’s activities and to the likely consequences of decisions in the long-term. The Director regularly reviews the Group’s position and strategies. The decisions of the Director reflect the need to consider the interests of the staff and the need to continue to develop a technological advantage versus incumbents, so the business is appropriately positioned to take best advantage of market conditions. The strategic priorities are cascaded down by the executive management through direct communication with those responsible for putting measures in place and taking action to achieve them.

 

(a) Interests of the Group's employees

The Group ensures that all employees are well-trained and looked after so that the staff provide the best possible service for the customers. In all instances, two-way communication is actively sought and encouraged.

 

Since the Parent Company enters the solvent wind-down process in August 2022, there were significant changes in the organisational structure and the number of the employees.

 

(b) Fostering business relationships with customers, suppliers and others

All relationships with partners and others engaged to supply services to the Group are formally recorded in written contracts, engagement letters, service level agreements and terms of business. The executive management monitors performance under these arrangements to pay the suppliers in accordance with the Group’s agreed payment policy. Transparent two-way communication with the suppliers is actively sought and encouraged. The Group feels strongly about the customers and providing them with the best service available.

 

(c) The impact of the Group's operations on the community and the environment

The Director is committed to ensuring the Group’s business remains sustainable for the community, environment and others affected by the Group’s activities. It considers collaboration with quality partners important in ensuring the Group’s long-term success and sustainability. The performance in this respect is periodically reported to and reviewed by the Group’s Executive Management.

 

(d) Maintaining a reputation for high standards of business conduct

The Director recognises the importance of the Group building a reputation for high standards of business conduct to ensure the business remains sustainable, maximises its competitive advantage over the longer term and builds value for the shareholder.

 

The employees must comply with Group’s values as well as requirements of the FCA, which sets a high bar for conduct and how relationships and business are managed. This includes a comprehensive suite of Policies and Procedures.

 

(e) Acting fairly with the shareholder of the Group

The support and engagement of the shareholder is imperative to the business of the Group and the Director is committed to communicating effectively with the shareholder and understanding their needs and expectations. To achieve this, the Director encourages two-way communication with the shareholder and responds appropriately to ensure all questions or issues received from them are addressed in a timely manner.

 

There is also an on-going dialogue with the shareholder through formal communication of financial results and providing periodic updates in this respect.

EPAYMENTS SYSTEMS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
Development and performance

 

On the 5th of August 2022 the Board announced the decision to wind-down the Parent Company. Following this decision, the focus of the Group was transferred to the preparation of the wind-down plan in order to help reduce the risk of negative effects on customers, vendors and market participants. The Parent Company is concentrated on the assessment of the adequate resources to wind-down in an orderly manner under challenging circumstances to be able to return all customers’ funds before it is closed. The Parent Company ensures that сustomers' funds continued to be safeguarded during the whole period of wind-down in accordance with the regulatory requirements.

 

The Parent Company develops the plan to set out the risks, scenarios, governance arrangements, operational procedures and estimated costs to wind-down the business to the point where it ceases its regulated activities and can be solvently dissolved.

 

The Parent Company is working closely with the FCA on the wind-down procedure to minimise any adverse impact on the customers, vendors and other stakeholders.

 

The Director believes the Parent Company is well placed to perform all the wind-down procedures solvently and in an orderly manner.

On behalf of the board

Elena Arbuzova
Director
3 July 2025
EPAYMENTS SYSTEMS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -

The Director presents her report and the financial statements for the year ended 30 April 2024.

Principal activities

The principal activity of the Group continued to be that of an issuer of electronic money and provider of payment services.

Results and dividends

The loss for the year, after taxation, amounted to £860,779 (2023: £6,340,929).

The Director does not recommend a dividend.

Director

The Directors who held office during the year and up to the date of signature of the financial statements was as

follows:

Elena Arbuzova
Andrei Fetin
(Resigned 1 November 2024)
Statement of Director's responsibilities

The Director is responsible for preparing the Group strategic report and the consolidated financial statements in

accordance with applicable law and regulations.

 

Company law requires Director to prepare financial statements for each financial year. Under that law the Director elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under Company law the Director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these financial statements, the director is required to:

 

 

The Director responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

The director has confirmed that:

 

 

Matters covered in the strategic report

As permitted by S414c(11) of the Companies Act 2006, the Director has elected to disclose information, required to be in the Director's report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

EPAYMENTS SYSTEMS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 6 -
Post balance sheet events

The Parent Company received confirmation from the FCA on 24 December 2021 that the VREQ was lifted with further regulatory oversight until the FCA permitted the Parent Company to return to "business as usual". The effects of the VREQ on the results for the year to April 2023 have been substantial. However, due to a lack of sufficient progress towards "business as usual", the Board has taken the decision to permanently wind down the Parent Company. The Director anticipated that the closure would not involve any loss to creditors or customers.

 

These financial statements have therefore not been prepared on a going concern basis. The Director is of the opinion that no adjustments are required to the financial statements as a result of the use of a basis other than going concern.

On behalf of the board
Elena Arbuzova
Director
3 July 2025
EPAYMENTS SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EPAYMENTS SYSTEMS LIMITED
- 7 -

Qualified opinion

We have audited the financial statements of Epayments Systems Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2024 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified section of our report, the financial statements:

Basis for qualified opinion

The management of the Group’s ultimate Parent company, Epayments Holdings Limited, could not provide us with its latest management accounts or similar financial information to evidence its ability to settle the intercompany balance with Epayments Systems Limited. As such, we were unable to obtain sufficient appropriate audit evidence relating to the recoverability of the amount owed by Epayments Holdings Limited, which is carried on the Group’s and Parent Company’s balance sheets at £184,880. Consequently, we were unable to determine the extent of any impairment if required. In addition, were impairment to the intercompany receivable balance required, the strategic report would also need to be amended.

 

Furthermore, we were unable to obtain sufficient appropriate audit evidence in respect of a bank balance recorded amounting to £91,220 and an overdraft balance of £57,716 at the year end date. Alternative audit procedures did not provide sufficient appropriate audit evidence regarding this balance.

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw attention to Note 1.4 to the financial statements which explains that the directors intend to wind down the Group and Parent company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.4. Our opinion is not modified in respect of this matter.

Other matter

We draw attention to the fact that the financial statements of Epayments Systems Limited for the year ended 30 April 2023 were audited by another auditor who expressed a modified opinion on those financial statements on 27 March 2024.

 

Our opinion is not modified in respect of this matter.

EPAYMENTS SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EPAYMENTS SYSTEMS LIMITED
- 8 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The Director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the Director is 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 Director determines is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error. In preparing the financial statements, the Director is responsible for

assessing the Parent 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 Director either intends to liquidate the

Parent Company or to cease operations, or has no realistic alternative but to do so.

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.

EPAYMENTS SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EPAYMENTS SYSTEMS LIMITED
- 9 -

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed the extent of compliance with the laws and regulations identified above through:

 

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditors responsibilities. This description forms part of our Auditor's

report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

EPAYMENTS SYSTEMS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EPAYMENTS SYSTEMS LIMITED
- 10 -
Mr Waqqas Shabir Memon, BSc, FCCA (Senior Statutory Auditor)
For and on behalf of MMBA London Ltd
Chartered Certified Accountants & Statutory Auditors
16 Upper Woburn Place
Kings Cross
London
WC1H 0AF
3 July 2025
EPAYMENTS SYSTEMS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
4,695,804
5,725,012
Cost of sales
(465,117)
(739,657)
Gross profit
4,230,687
4,985,355
Administrative expenses
(5,169,318)
(11,092,531)
Remediation costs
4
-
0
(248,552)
Operating loss
5
(938,631)
(6,355,728)
Other interest receivable and similar income
9
77,852
17,633
Interest payable and similar expenses
10
-
0
(3,200)
Loss before taxation
(860,779)
(6,341,295)
Tax on loss
11
-
0
366
Loss for the financial year
22
(860,779)
(6,340,929)
Loss for the financial year is attributable to:
- Owners of the parent company
(858,700)
(6,343,153)
- Non-controlling interests
(2,079)
2,224
(860,779)
(6,340,929)

There were no items of other comprehensive income in either the current or prior year, other than the loss for the year. Consequently, a separate statement of other comprehensive income has not been presented.

EPAYMENTS SYSTEMS LIMITED
GROUP BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
69,188
77,804
Current assets
Debtors
16
520,085
1,489,648
Cash and cash equivalents
22,332,523
62,695,641
22,852,608
64,185,289
Creditors: amounts falling due within one year
17
E-money float
21,760,526
62,100,253
Taxation and social security
47,895
125,005
Other creditors
930,733
1,623,218
Accruals
-
0
109,656
22,739,154
63,958,132
Net current assets
113,454
227,157
Net assets
182,642
304,961
Capital and reserves
Called up share capital
20
21,449,690
20,711,230
Profit and loss reserves
22
(21,267,452)
(20,408,752)
Equity attributable to owners of the parent company
182,238
302,478
Non-controlling interests
404
2,483
Total equity
182,642
304,961
The financial statements were approved by the Director and authorised for issue on 3 July 2025 and are signed on its behalf by:
Elena Arbuzova
Director
Company registration number 08134141 (England and Wales)
EPAYMENTS SYSTEMS LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
743
1,931
Investments
13
119
119
862
2,050
Current assets
Debtors
16
393,376
1,481,162
Cash and cash equivalents
22,154,573
62,494,236
22,547,949
63,975,398
Creditors: amounts falling due within one year
17
E-money float
21,760,526
62,100,253
Taxation and social security
18,008
82,615
Other creditors
627,992
1,628,242
Accruals
-
0
109,656
22,406,526
63,920,766
Net current assets
141,423
54,632
Net assets
142,285
56,682
Capital and reserves
Called up share capital
20
21,449,690
20,711,230
Profit and loss reserves
22
(21,307,405)
(20,654,548)
Total equity
142,285
56,682

As permitted by S408 Companies Act 2006, the Parent Company has not presented its own profit and loss account and related notes. The Parent Company’s loss for the year after taxation was £652,857 (2023: £6,563,279).

The financial statements were approved by the Director and authorised for issue on 3 July 2025 and are signed on its behalf by:
Elena Arbuzova
Director
Company registration number 08134141 (England and Wales)
EPAYMENTS SYSTEMS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
Share capital
Profit and loss reserves
Non-controlling interest
Total
Notes
£
£
£
£
Balance at 1 May 2022
18,317,083
(14,065,599)
259
4,251,743
Year ended 30 April 2023:
Loss and total comprehensive income
-
(6,343,153)
2,224
(6,340,929)
Issue of share capital
20
2,394,147
-
-
2,394,147
Balance at 30 April 2023
20,711,230
(20,408,752)
2,483
304,961
Year ended 30 April 2024:
Loss and total comprehensive income
-
(858,700)
(2,079)
(860,779)
Issue of share capital
20
738,460
-
-
738,460
Balance at 30 April 2024
21,449,690
(21,267,452)
404
182,642
EPAYMENTS SYSTEMS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 May 2022
18,317,083
(14,091,269)
4,225,814
Year ended 30 April 2023:
Loss and total comprehensive income for the year
-
(6,563,279)
(6,563,279)
Issue of share capital
20
2,394,147
-
2,394,147
Balance at 30 April 2023
20,711,230
(20,654,548)
56,682
Year ended 30 April 2024:
Profit and total comprehensive income
-
(652,857)
(652,857)
Issue of share capital
20
738,460
-
738,460
Balance at 30 April 2024
21,449,690
(21,307,405)
142,285
EPAYMENTS SYSTEMS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2024
- 16 -
2024
2023
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
(809,717)
(6,148,620)
Interest received
77,852
17,633
Income taxes (paid)/refunded
(39)
2,074,023
Net cash outflow from operating activities
(731,904)
(4,056,964)
Investing activities
Purchase of tangible fixed assets
(33,051)
(75,263)
Proceeds from disposal of tangible fixed assets
-
12
Net cash used in investing activities
(33,051)
(75,251)
Financing activities
Proceeds from issue of shares
738,460
2,394,147
Interest paid
-
0
(1,462)
Net cash generated from financing activities
738,460
2,392,685
Net decrease in cash and cash equivalents
(26,495)
(1,739,530)
Cash and cash equivalents at beginning of year
595,388
2,229,509
Foreign exchange gains and losses
3,104
105,409
Cash and cash equivalents at end of year
571,997
595,388
Relating to:
Cash at bank and in hand
22,332,523
62,695,641
E-money float  included in creditors payable within one year
(21,760,526)
(62,100,253)
EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 17 -
1
Accounting policies
Company information

Epayments Systems Limited (“the Parent Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Building 1 Chalfont Park, Gerrards Cross, United Kingdom, SL9 0BG.

 

The Group consists of Epayments Systems Limited and its subsidiary Epayments Technology LLC.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The Parent Company's functional currency is Euro (€). This differs from the presentational currency which is Sterling (£).

 

Transactions and balances

 

Foreign currency transactions are translated into the presentational currency using the spot exchange rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

On consolidation, the results of overseas operations are translated into Sterling at the rates prevailing when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in the profit and loss account for the period.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the Parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated Group financial statements consist of the financial statements of the Parent company Epayments Systems Limited together with all entities controlled by the Parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 April 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

the Subsidiary has been included in the Group financial statements using the purchase method of accounting. Accordingly, the Group statement of comprehensive income and statement of cash flows include the results and cash flows of the Subsidiary for the full year.

1.4
Going concern

In February 2020 the Parent Company agreed to be subject to a Voluntary Application for Requirement ("VREQ") following a routine supervision review by the Financial Conduct Authority. The requirements included prohibitions on conducting business with customers without the prior consent of the FCA, onboarding new customers, issuing new e-money, providing any payment services to existing customers or redeeming any e-money without prior consent of the FCA. As a result, the ability to transact with customers stopped. The directors have worked closely with the FCA since February 2020, with the business investing significantly in remediating the identified weaknesses, and in addition, taking substantial steps to enhance its governance, its broader operational capabilities and its operational resilience.

 

the Parent Company received confirmation from the FCA on 24 December 2021 that the VREQ was lifted with further regulatory oversight until the FCA permitted the Parent Company to return to "business as usual". The effects of the VREQ on the results for the year to April 2023 have been substantial.

 

However, due to a lack of sufficient progress towards "business as usual", the Board has taken the decision to permanently wind down the Parent Company. The Director anticipates that the closure will not involve any loss to creditors or customers.

 

These financial statements have therefore not been prepared on a going concern basis. The Director is of the opinion that no adjustments are required to the financial statements as a result of the use of a basis other than going concern.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 19 -
1.5
Turnover

Turnover is derived from transaction processing services provided in the course of the Parent Company's activity as an issuer of electronic payment services. The timing and quantity of transaction processed is not determinable at the inception of the contract. The payment services comprise a series of distinct services that are substantially the same and have the same pattern of transfer to the customer over time. The Parent Company has contracted with its customers to provide an electronic mechanism to enable the processing of electronic payments. The consideration received is contingent upon the customer's usage pattern and the type of transactions undertaken. As such, the total transaction price under a contract is variable. The Parent Company allocates the commissions and fees charged to the period in which it has the contractual right to bill under the contract, which is typically at the point of transaction.

 

The Parent Company determines whether it is responsible for providing its payment services as a principal, or for arranging for the services to be provided by the third party as an agent. In this determination, the Parent Company assesses indicators including whether the Parent Company or the third party is primarily responsible for fulfillment of the contract and the extent to which the Parent Company has discretion over determining pricing for the good or service, as well as other considerations.

 

Prepaid card services are offered through MasterCard®. Revenue is earned either as a commission or fee calculated as a percentage of funds processed or as a fixed charge per transaction, pursuant to the respective customer, as well as accounting administration fees and income from inter-currency transactions. The revenue is recognized at the moment the services are provided to the customer.

 

Foreign exchange profit accounting involves recording the profit generated due to the changes in foreign exchange rates from the transactions conducted in the currencies other than the presentational currency.

 

Foreign exchange profit is recognised where it is probable that future economic benefit will flow to the entity and the gain can be reliably measured.

 

Revenue for provision of services is recognised when it is probable that an economic benefit will flow to the entity and the revenue and costs can be reliably measured.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment
Over 25-37 months
Fixtures and fittings
Over 60 months
Computer equipment
Over 37 months

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 profit and loss account.

1.7
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

A Subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 20 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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). Where 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or 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.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

 

Segregated cash and cash equivalent deposits

Segregated cash and cash equivalent deposits represent balances which are safeguarded in accordance with the Financial Conduct Authority regulations relating to the relevant funds. The bank deposits are not available liquidity for the Group's operational payment obligations.

 

1.10
Financial instruments

The Group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the Group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 21 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 22 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 23 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

1.16

Related party transactions

The Parent Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the Group

1.17

Interest income

Interest income is recognised in profit or loss using the effective interest method.

1.18

Borrowing costs

Alt borrowing costs are recognised in profit or loss in the year in which they are incurred.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the Director is required to make judgements, estimates

and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are based on historical experience and other factors that

are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised where the revision affects only that

period, or in the period of the revision and future periods where the revision affects both current and future

periods.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 24 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Software development and maintenance services
2,230,061
2,696,721
Granting the right to use the software
1,851,903
-
Currency exchange revenue
512,374
-
Commissions
74,106
72,036
Research to improve stability
27,360
1,710,510
Currency exchange accrued revenue
-
1,245,765
Mastercard program expense
-
(20)
4,695,804
5,725,012
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
43,060
(579)
Rest of the world
4,652,744
5,725,591
4,695,804
5,725,012
2024
2023
£
£
Other revenue
Interest income
77,852
17,633

Interest on financial assets not measured at fair value through profit or loss was £77,852 (2023: £17,633).

4
Remediation costs
2024
2023
£
£
Expenditure
Remediation costs
-
248,552

These expenses relate to professional fees incurred during the remediation process aimed at enhancing the Company’s financial crime framework. For the year, no remediation-related costs were incurred £Nil (2023: £248,552).

5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(3,104)
(105,407)
Depreciation of owned tangible fixed assets
41,667
36,816
Operating lease charges
89,505
123,975
EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 25 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the Group and Parent Company
68,050
81,563
Audit of the financial statements of the Parent Company's subsidiaries
2,333
5,143
70,383
86,706
For other services
Fees payable to the auditors for non-audit services
7,108
26,730
7
Employees

The average monthly number of persons (including Directors) employed by the group and company during the year was:

Group
2024
2023
Number
Number
IT
91
121
Administration and HR
12
15
Management
3
3
Compliance and Risks
2
8
Partner Relations
2
3
Quality Control
2
1
Financial Crime
1
21
Marketing
1
1
Total
114
173

Their aggregate remuneration comprised:

Group
2024
2023
£
£
Wages and salaries
3,771,314
7,191,380
Social security costs
211,511
549,362
Pension costs
1,016
24,098
3,983,841
7,764,840
EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 26 -
8
Director's remuneration
2024
2023
£
£
Directors' emoluments
288,200
305,105
Remuneration disclosed above includes the following amounts paid to the highest paid Director:
2024
2023
£
£
Directors' emoluments
248,200
265,105
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
77,852
17,633
Disclosed on the profit and loss account as follows:
Other interest receivable and similar income
77,852
17,633
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
77,852
17,633
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to other parties
-
701
Interest payable to group undertakings
-
0
2,499
-
3,200
11
Tax on loss
2024
2023
£
£
Current tax
Adjustments in respect of prior periods
-
0
(366)
EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
11
Tax on loss
(Continued)
- 27 -

The tax charge for the year is in line with the standard rate of UK corporation tax of 25% (2023: lower than the standard rate of 19.49%). The reconciliation of the tax charge at the standard rate to the actual tax charge is set out below:    

 

2024
2023
£
£
Loss before taxation
(860,779)
(6,341,295)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.49%)
(215,195)
(1,235,919)
Tax effect of expenses that are not deductible in determining taxable profit
158,633
(67,629)
Tax effect of income not taxable in determining taxable profit
(19,463)
-
0
Depreciation on assets not qualifying for tax allowances
297
-
0
Foreign exchange differences
23,747
(573)
Movement in deferred tax not recognised
-
0
1,727,645
Remeasurement of deferred tax for changes in tax rates
-
0
(380,555)
Overseas tax subsidiary adjustment
51,981
(43,335)
Taxation charge/(credit)
-
(366)

Factors that may affect future tax charges

 

 

The standard rate of corporation tax in the UK is 25%.

 

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 28 -
12
Tangible fixed assets
Group
Office equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 May 2023
206,133
32,253
55,545
293,931
Additions
33,051
-
0
-
0
33,051
At 30 April 2024
239,184
32,253
55,545
326,982
Depreciation and impairment
At 1 May 2023
135,588
24,994
55,545
216,127
Depreciation charged in the year
36,150
5,517
-
0
41,667
At 30 April 2024
171,738
30,511
55,545
257,794
Carrying amount
At 30 April 2024
67,446
1,742
-
0
69,188
At 30 April 2023
70,545
7,259
-
0
77,804
Company
Office equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 May 2023 and 30 April 2024
20,812
2,391
55,545
78,748
Depreciation and impairment
At 1 May 2023
19,209
2,063
55,545
76,817
Depreciation charged in the year
927
261
-
0
1,188
At 30 April 2024
20,136
2,324
55,545
78,005
Carrying amount
At 30 April 2024
676
67
-
0
743
At 30 April 2023
1,603
328
-
0
1,931
13
Fixed asset investments
Group
2024
2023
Notes
£
£
Investments in subsidiaries
14
119
119
EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
13
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2023 and 30 April 2024
119
Carrying amount
At 30 April 2024
119
At 30 April 2023
119
14
Subsidiaries

Details of the Parent Company's subsidiaries at 30 April 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Epayments Technology LLC
Moscow, Russia
Ordinary
99.00
15
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
7,863
11,417
7,863
11,417
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Corporation tax recoverable
2,168
2,129
2,168
2,129
Amounts owed by group undertakings
232,744
195,868
232,744
195,868
Other debtors
278,173
15,110
157,167
14,373
Prepayments and accrued income
7,000
1,276,541
1,297
1,268,792
520,085
1,489,648
393,376
1,481,162
EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 30 -
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
E-money float
18
21,760,526
62,100,253
21,760,526
62,100,253
Trade creditors
135,718
512,350
135,718
512,350
Amounts owed to group undertakings
28,579
73,483
28,579
665,431
Other taxation and social security
47,895
125,005
18,008
82,615
Other creditors
766,436
1,037,385
463,695
450,461
Accruals
-
0
109,656
-
0
109,656
22,739,154
63,958,132
22,406,526
63,920,766
18
Segregated investments and cash held on behalf of clients
Group
Company
2024
2023
2024
2023
£
£
£
£
E-money float
21,760,526
62,100,253
21,760,526
62,100,253
Payable within one year
21,760,526
62,100,253
21,760,526
62,100,253

The Parent Company holds assets on behalf of its customers totaling £21,760,526 (2023: £62,100,253). The Parent Company manages safeguarded funds that are held in segregated bank or investment accounts. The balances in these segregated accounts belong to the Parent Company's customers and represent cash given in return for the issuance of e-money. The Parent Company does not have rights or control to disburse the balances in these accounts unless it is acting in accordance with instruction received from its customers to redeem the e-money that has been issued. When e-money is issued to a customer, a liability against the Parent Company is recognised on the balance sheet. With consideration of the preceding facts, the recognition of these assets and liabilities in the balance sheet is considered relevant to a full understanding of the Parent Company's financial performance and financial solvency position.

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,016
24,098

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

 

 

 

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 31 -
20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
21,449,690
20,711,230
21,449,690
20,711,230

During the reporting year, the Parent Company raised additional share capital (ordinary shares of £1.00 each) of £738,460 on 16 May 2023, (issue of shares for cash consideration comprising).

 

The total new share capital raised during the year is £738,460 with the nominal value of £1.00 per ordinary share (2023: £2,394,147). The share capital at the year end is £21,449,690 (2023: £20,711,230).

21
Non-controlling interest

Non-controlling interest account includes the retained earnings owned by the minority interest of the Subsidiary at the year end amounted to a negative of £2,079 (2023: £2,483).

22
Reserves
Equity reserve

Profit and loss account

 

The profit and loss account includes all current and prior period retained profits and losses.

23
Related party transactions

During the year, the Parent Company incurred expenses totaling £214,671 (2023: £1,026,750) for support services provided by a related party. Amounts owed at the year end were £14,976 (2023: £59,910).

 

Interest income accrued during the year on the subordinated loan provided to Epayment Holdings Limited (the Ultimate Parent Company) was £13,603 (2023: £13,574). As at the year end, the Parent Company had accounts receivable from the Ultimate Parent Company totaling £232,744 (2023: £195,868).

 

Total remuneration paid by the Group in respect of key management personnel for the year was £437,966 (2023: £779,105).

24
Controlling party

The immediate and ultimate parent company is Epayments Holdings Limited, a company incorporated in Jersey with number 110641 , whose registered office is at 3rd Floor, Charter Place, 23-27 Seaton Place, St Helier, Jersey, JE4 OWH. Epayments Holdings Limited does not prepare consolidated financial statements and is controlled by the EXIF Trust.

EPAYMENTS SYSTEMS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 32 -
25
Post balance sheet events

Subsequent events: Sale of Subsidiary – Epayments Technology LLC

 

In July 2022, the Board of Directors of the Parent Company approved the sale of its 99% shareholding in its subsidiary, which operates in Russia. The completion of such a transaction required regulatory approval from the relevant Russian authorities. Subsequent to the reporting date, on 19 August 2024, the required government approval for the sale was obtained. The transaction was completed on 6 December 2024.

 

As the approval and completion date of the transaction occurred after the reporting date, but before the approval of these financial statements, this event is considered a non-adjusting subsequent event under FRS 102. Accordingly, no adjustments have been made to the carrying amounts of assets or liabilities as at 30 April 2024 in respect of this transaction. The Parent Company will assess the financial impact of the sale, including any gain or loss on disposal, in the financial statements for the year ending 30 April 2025.

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