1.
General Information
Cardaq Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
07805564
. The registered office is Broadfield Law Uk Llp, One Bartholomew Close, London, EC1A 7BL.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2.
Financial Reporting Standard 102 - Reduced Disclosure Exemptions
The company has taken advantage of the following disclosure exemptions, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" from preparing a statement of cash flows, on the grounds that it is a qualifying entity and its ultimate parent company Ixxov Ltd includes the company in its publicly available consolidated financial statements, which are prepared in accordance with FRS 102 and filed with Companies House.
-
the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d).
2.3.
Exemption From Preparing Consolidated Financial Statements
The company is exempt from the requirement to prepare consolidated financial statements, as it is a wholly-owned subsidiary of Ixxov Ltd and consolidated financial statements are prepared by that parent and are publicly available. Accordingly, these financial statements are for the company as an individual entity and not on a group basis.
2.4.
Going Concern Disclosure
The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.
The Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
2.5.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. Stage of completion is measured by reference to the progress of the asset being transferred to the customer itself. The turnover comprises the income generated from customer wallets, commission earned on FX transactions, fee for provision of local and global payment services and agency services to clients. Commissions are recognised as soon as a contractual obligation to execute a transaction has been enacted with a customer.
2.6.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost including purchase price and any directly attributable costs necessary to bring the asset into use, less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Fixtures & Fittings |
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
2.7.
Investments
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.
2.8.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.9.
Financial Instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
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 profit or loss.
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.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate, which is an approximation, of the amount that the company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.
2.10.
Foreign Currencies
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.11.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
2.12.
Provisions and Contingencies
Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.
Contingencies
Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.
2.13.
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 of 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.
2.14.
Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.15.
Debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
2.16.
Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
2.17.
Judgments in applying accounting policies and key sources of estimation uncertainty
2.17.
Judgments in applying accounting policies and key sources of estimation uncertainty - continued
In the application of the Company’s accounting policies, which are described in note 2, the Directors are required to make judgments, estimates and assumptions about the carrying amounts 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 year in which the estimate is revised where the revision affects only that year, or in the year of the revision and future years where the revision affects both current and future years.
...CONTINUED
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
In preparing these financial statements, the Directors have made the following judgments:
Depreciation and residual values
The Directors have reviewed the asset lives and associated residual valued of all fixed asset classes, and have concluded that asset lives and residual values are appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the assets and projected disposal values.
Recoverability of trade debtors
Trade debtors are assessed for impairment and are impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. The Directors use historical experience and assessment of future profitability to assess whether an impairment is required.
3.
Turnover
The entirety of turnover arose solely within the United Kingdom and is directly attributable to the Company's principal activities, as outlined in the Directors' Report.
4.
Other Operating Income
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Other operating income | - |
|
|
| - | 8,228 | ||
5.
Operating Profit
The operating profit is stated after charging:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Operating lease rentals |
|
|
|
| Depreciation of tangible fixed assets |
|
|
|
6.
Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
| Other Services | |||
| Taxation compliance service |
|
|
|
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
7.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other pension costs |
|
|
|
|
|
|
||
8.
Average Number of Employees
In addition to the employees in the UK, the company has back office support from a team of 15 personnel outside of the UK.
Average number of UK employees, including directors, during the year were as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| Office and administration |
|
|
|
|
|
|
||
9.
Directors' remuneration
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
The number of directors to whom retirement benefits were accruing were as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| Defined benefit pension schemes |
|
|
|
Information regarding the highest paid director were as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
| Company contributions to defined benefit pension schemes |
|
|
|
|
|
|
||
10.
Interest Receivable and Similar Income
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Bank interest receivable |
|
|
|
11.
Interest Payable and Similar Charges
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Interest payable on other loans |
|
|
|
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
12.
Tax on Profit
|
The tax charge/(credit) on the profit for the year was as follows:
|
|||
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Current tax | |||
| UK Corporation Tax |
|
( |
|
| Deferred Tax | |||
| Deferred taxation |
|
( |
|
| Total tax charge for the period |
|
( |
|
|
The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
|
|||
| 2024 | 2023 | ||
| £ | £ | ||
| Profit before tax | 3,443,745 | 326,013 | |
| Tax on profit at 25% (UK standard rate) |
|
|
|
| Expenses not deductible for tax purposes |
|
|
|
| Tax losses utilised |
( |
|
|
| Capital allowances |
( |
|
|
| Prior period adjustment |
|
( |
|
| Difference in tax rates |
|
( |
|
| Group relief |
( |
( |
|
| Deferred tax from unrecognised tax loss or credit |
( |
( |
|
| Total tax charge for the period | 810,063 | (33,524) | |
13.
Tangible Assets
| Fixtures & Fittings | |
|---|---|
| £ | |
| Cost | |
| As at 30 December 2023 |
|
| Additions |
|
| As at 29 December 2024 |
|
| Depreciation | |
| As at 30 December 2023 |
|
| Provided during the period |
|
| As at 29 December 2024 |
|
| Net Book Value | |
| As at 29 December 2024 |
|
| As at 30 December 2023 |
|
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
14.
Investments
| Subsidiaries | |
|---|---|
| £ | |
| Cost or Valuation | |
| As at 30 December 2023 |
|
| As at 29 December 2024 |
|
| Provision | |
| As at 30 December 2023 |
|
| As at 29 December 2024 |
|
| Net Book Value | |
| As at 29 December 2024 |
|
| As at 30 December 2023 |
|
Subsidiaries
Details of the company's subsidiaries as at 29 December 2024 are as follows:
| Name of undertaking | Registered Office | Class of shares held | Direct holding | Indirect holding |
|---|---|---|---|---|
|
|
Canada |
|
|
- |
15.
Debtors
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
|
|
|
| Prepayments and accrued income |
|
|
|
| Other debtors |
|
|
|
| Corporation tax recoverable assets |
|
|
|
| Amounts owed by group undertakings |
|
|
|
| Amounts owed by joint-ventures and associated undertakings |
|
|
|
|
|
|
||
16.
Creditors: Amounts Falling Due Within One Year
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Other loans | - |
|
|
| Corporation tax |
|
|
|
| Other taxes and social security |
|
|
|
| Other creditors |
|
|
|
| Accruals and deferred income |
|
|
|
| Amounts owed to group undertakings | - |
|
|
|
|
|
||
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
17.
Provisions for Liabilities
| Deferred Tax | Total | |
|---|---|---|
| £ | £ | |
| Deferred taxation |
|
|
| Balance at 29 December 2024 |
|
32,528 |
18.
Share Capital
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Allotted, called up and fully paid
|
|||
|
570,000 (2023 - 570,000) Ordinary shares shares of €1 each
|
490,604
|
490,604
|
|
|
1 (2023 - 1) Ordinary shares share of £1
|
1
|
1
|
|
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
|
||
|
490,605
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
<line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
490,605
|
19.
Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Not later than one year |
|
|
|
|
|
|
||
20.
Pension Commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £21,920 (2023: £440).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
21.
Dividends
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| On equity shares: | |||
| Final dividend paid |
|
|
|
22.
Reserves
Share capital
Share capital represents the nominal value of shares issued.
Profit and loss account
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
Cardaq Limited
Notes to the Financial Statements (continued)
For The Year Ended 29 December 2024
23.
Related Party Disclosures
During the year, the company made sales of £23,490 (2023 - £469,121) to DTSOCIALIZE LTD which is a subsidiary of Cardaq Ltd's shareholder - DTSOCIALIZE HOLDING LTD.
During the year, the company made sales of £225,870 (2023 - £418,736) to Xward Pay Inc, a company whose shareholder (Vania Del Marro) also had shareholdings in Cardaq Ltd upto 18 April 2024. This balance is outstanding at the year end.
Other creditors include an amount of £125,575 (2023 - Overdrawn director account £50,436) owed to the director (Hugo Remi).
Alisa Remi, ex-wife of H. Remi is a professional graphic designer and artist acting as a Creative Director of the company. Her responsibilities and duties include but are not limited to; brand design, graphic design and other creative work. The total advertising & marketing expenses incurred at 29 December 2024 amount to £49,668 (2023 - £15,982).
24.
Controlling Parties
At the balance sheet date and as at the date of signing, the company is controlled by IXXOV Limited, a company under common control of Mr Hugo Remi.
The smallest and largest group to consolidate these financial statements is IXXOV Limited.
25.
Cash and cash equivalents
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Cash at bank and in hand
|
7,177,304
|
7,975,631
|
|
|
Less: bank overdrafts
|
(582)
|
||
|
|
|
||
|
7,177,304
|
7,975,049
|
Cash and cash equivalents of £7,177,304 (2023 - £7,975,049) consists of Cardaq Ltd's own funds of £3,069,735 (2023 - £579,606) and the balance relates to the customer's funds held by Cardaq Ltd.