| REGISTERED NUMBER: |
| INGENICA SOLUTIONS LIMITED |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| REGISTERED NUMBER: |
| INGENICA SOLUTIONS LIMITED |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| INGENICA SOLUTIONS LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Station House |
| North Street |
| Havant |
| Hampshire |
| PO9 1QU |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| CURRENT ASSETS |
| Stocks | 6 |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | ( |
) |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 11 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Ingenica Solutions Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The directors have assessed the company's ability to continue as a going concern. This evaluation is comprised of quantitative analysis and qualitative analysis and includes such factors as current financial condition, available cash flow, cash flow projections, and its ability to access additional capital. |
| The company has been EBITDA positive consistently through 2023 and 2024. EBITDA has continued to grow year on year and post year end, and the directors are confident that this will continue throughout 2025 and beyond. The company is cash flow positive and the directors expect that the company's cash resources will be sufficient to meet its liabilities as they fall due, for the foreseeable future. A revolving loan facility is also available to the company. Taking all of the above into account, the directors are, therefore, of the opinion that they should continue to adopt the going concern basis in preparing the financial statements. |
| Turnover |
| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised: |
| Rendering of services |
| Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
| The amount of turnover can be measured reliably; it is probable that the Company will receive the consideration due under the contract; the stage of completion of the contract at the end of the reporting period can be measured reliably; and the costs incurred and the costs to complete the contract can be measured reliably. |
| Intangible assets |
| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Intangible assets are being amortised on a 20% straight line basis. |
| Tangible fixed assets |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Computer equipment | - |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Financial instruments |
| Trade and other debtors |
| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment |
| Cash and cash equivalents |
| Cash and cash equivalents comprise cash at bank and on hand, deposits with banks and other short-term highly liquid investments and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities. |
| Trade and other creditors |
| Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method |
| Financial instruments |
| Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. |
| For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
| Convertible preference shares |
| The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Balance Sheet. |
| The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert. |
| The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate. |
| Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of the proceeds. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 5 years. |
| If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | INTANGIBLE FIXED ASSETS |
| Computer |
| software |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Plant and | and | Computer |
| machinery | fittings | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 6. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| Deferred costs |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Corporation tax recoverable |
| Accrued income |
| Prepayments |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 10) |
| Other loans (see note 10) |
| Trade creditors |
| Social security and other taxes |
| VAT | 167,476 | 49,431 |
| Other creditors |
| Deferred income |
| Accrued expenses |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 10) |
| Other loans (see note 10) |
| Included in long term creditors is £1,650,931 which represents the fair value of the liability element of the Series A preference shares. |
| 10. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Other loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| Other loans - 1-2 years | - |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Preference shares | 1,650,931 | 1,650,931 |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | LOANS - continued |
| Bank Loans |
| Bank loans consist of a £50,000 facility with HSBC under the Coronavirus Bounce Back Loan scheme. The loan has a fixed interest rate of 2.5% and is repayable over a period of 60 months from June 2021. No interest or fees are payable by the company for the first 12 months. The interest for the first 12 months are covered by the government which meets the definition of a government grant under FRS 102. This has been treated inline with the accounting policy for government grants. |
| Other Loans |
| i) Future fund |
| Ii) Included within other loans is a future fund loan which was fully drawn down in November 2020. This had a maturity period of 36 months, and interest applied of 8%. There was an option for this to be repaid at a redemption of 100% after 36 months, or this to convert to a 20% discount on equity on a bona fide equity financing event. The loan has been recognised at amortised cost. During 2023, the entity applied for and was granted an extension on the repayment of the loan, with a new redemption date of 18th November 2025. |
| ii) Shareholder loans |
| Included within other loans are loans from shareholders. Interest is cumulative at 12.5% - 15% per annum. |
| 11. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | 0.000 | 1 | 5,801 | 5,801 |
| B Ordinary | 0.000 | 1 | 1,406 | 1,406 |
| Series A | 0.000 | 1 | 781 | 781 |
| 7,988 | 7,988 |
| Shares classified as debt |
| Allotted called up and fully paid |
| 2024 | 2023 |
| £ | £ |
| 16,509,310,000 (2023: 16,509,310,000) Series A shares debt shares of £0.0001 each | 1,650,931 | 1,650,931 |
| At the 31 December 2024, £1,637,149 (2023: £1,315,879) has been included in accruals relating to a fixed cumulative dividend payable to Series A shareholders that are in arrears. The dividends relate to the years 2018 to 2024. |
| INGENICA SOLUTIONS LIMITED (REGISTERED NUMBER: 07980151) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| We draw your attention to the Going Concern section in the notes to the financial statements, which describes directors assessment of going concern. Our opinion is not modified in respect of this matter. |
| for and on behalf of |
| In their report, the auditors included an emphasis of matter to draw attention to the Going Concern note in the financial statements.The opinion is not modified in respect of this matter. |
| 13. | RELATED PARTY DISCLOSURES |
| At 31 December 2024 there was an amount owing to G Moore, a director and shareholder, of £777,420 (2023: £690,770) in respect of loan and interest. |
| At 31 December 2024 there was an amount owing to K Moore, the wife of G Moore, of £353,349 (2023: £301,907) in respect of loan and interest. |
| At 31 December 2024 there was an amount owing to J Purves, a director and shareholder, of £26,624 (2023: £23,488) in respect of a loan and interest. |
| At 31 December 2024 there was an amount owing to C McGowan, a director and shareholder, of £454,424 (2023: £405,859) in respect of loan and interest. |
| 14. | PRIOR PERIOD ADJUSTMENTS |
| During the current financial year, it was identified that the interest relating to the preference shares were incorrectly calculated. They were previously calculated using on the initial value of the loan rather than using the compound interest method. |
| Therefore an adjustment was been put through to correct this in the comparative figures as well as the opening retained earnings. |
| Interest - £81,472 |
| Retained earnings - £121,267 |
| Accrued expenses- (£202,739) |
| A second adjustment was made to the prior year figures to increase the provision to the amount that was actually paid after year end. |
| Salaries- £36,488 |
| Provision- (£36,488) |