The directors present the strategic report for the year ended 31 December 2024.

The results for the year and the financial position at the year-end were considered satisfactory by the directors who expect continued revenue growth in the foreseeable future.

The company continues to invest in the business - attracting new customers, enhancing technology and transitioning to in-house capabilities, with less utlisation of third parties. These investments are paying off with above-industry revenue growth and gross profit enhancement supporting the company's plans to profitability.

The company measures its performance against several key performance indicators (KPIs):

The group headed by the parent, Ibidem Capital Limited, reported an increase in GP % from 35.36% to 36.10% for the year. Refer to the consolidated financial statements of the parent company for further information.

Revenue for the year for the company increased by 10% to £26.5m, reflecting high customer retention, the roll out of new payrolls from customers acquired in prior years and additional revenue streams. The company expects this growth to continue having had a very successful 2024 with respect to winning new customers and expanding its footprint with existing customers.

The total loss before tax for the year was £8.2m (2023: £5.8m). These were planned losses with significant growth expenditure being expensed.

Description of Principal Risks and Uncertainties

The company's business is subject to a number of risks and uncertainties. The directors consider the following to be the key risks and uncertainties:

Funding and liquidity risk

The business manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the business has sufficient liquid resources to meet the operating needs of the business.

Interest rate cash flow risk

The business was exposed to potential upward movements in EUR Libor rate. Prior to the current balance sheet date, third-party loans were novated to the parent company, Ibidem Capital Limited.

Competition

The business operates in a highly competitive environment. To date, the business has been very successful in growing and retaining its customer base. The directors expect continued competitive pressures given advancements in technology and efficiencies.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts, where necessary.

Foreign currency risk

The business’s principal foreign currency exposures arise from trading with overseas entities. The risk is minimised through partial hedging, with traded currencies (receipts and payments) limited as far as possible to GBP, USD and EUR.

Data protection risk

The business is responsible to its customers for ensuring that customer data is adequately protected. The business has developed robust infrastructure and follows industry accepted policies and procedures as required under the certification of ISO 27001 and SOC 1. Our certification audits in 2024 highlighted no material deviations. The business has outsourced its data centre operations to third parties who operate at industry recognised standards. A material data breach would have an adverse financial impact.

Technology risk

The business has built its own robust, proprietary technology that has been in operation for a number of years with frequent upgrades and new functionality. Business continuity plans have been developed to ensure that the business will continue to operate under various scenarios.

The directors consider the following factors to be key in analysing the development and performance of the business:

- Revenue growth;

- Gross profit improvement;

- Improvements in EBITDA; and

- Value of new contracts won.

Part of the business's activities are directed towards R&D. In its widest sense, R&D encompasses the use of scientific or technological knowledge in order to produce new or substantially improved materials, devices, products or services to install new processes and systems prior to the commencement of commercial production or application, or to improve substantially materials, devices, products or services already produced or installed.

The directors consider that the development of new software applications and other advancements being developed fall within this definition.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of the provision of international payroll services.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Information relating to post reporting date events is given in the notes to the financial statements.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

We have audited the financial statements of Integrated International Payroll Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

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

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the group through enquiry and inspection with a specific focus on compliance with GDPR and other legislation relevant to data protection given the nature of the group's activities and the volume of potentially sensitive personal data held and specific considerations in relation to compliance with the company's FCA requirements and regulation; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Integrated International Payroll Limited is a private company limited by shares incorporated in England and Wales. The registered office is Festival House, Jessop Avenue, Cheltenham, Gloucestershire, United Kingdom, GL50 3SH.

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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23; and

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Integrated International Payroll Limited is a wholly owned subsidiary of Ibidem Capital Limited. The results of Integrated International Payroll Limited are included in the consolidated financial statements of its immediate parent company, Ibidem Capital Limited, which are available from Festival House, Jessop House, Cheltenham, Gloucestershire, United Kingdom, GL50 3SP.

The company made losses in both true2023 and 2024. These were planned losses with significant growth investment expensed each year. During 2022, the company successfully refinanced its existing external debt to a new lender with a €20,000,000 facility agreed which was subsequently extended to €23,000,000 and fully drawn down in the current year.

During the current year, the company then entered into an arrangement with this third-party lender whereby all amounts owed under the amended facility as described above were novated from the company to its parent company, Ibidem Capital Limited ("Ibidem"), in return for the company owing the same amount to Ibidem. Teakwood Capital, the group’s majority investor since February 2016, also provided further financing of $3,000,000 to the group before the current year end.

In addition to the above, the company issued shares with a nominal value of £15,000,000 to Ibidem in return for Ibidem releasing the company from £15,000,000 of debts due prior to the current balance sheet date. The net assets of the company at the balance sheet date were £7.9m (2023: £0.9m).

On 27 February 2025, TeakiiPay Holdings, LLC, the parent of the parent company, Ibidem, entered into an Equity Purchase Agreement whereby its entire equity interest in Ibidem has been sold to a third party, subject to FCA regulatory approval. The acquisition is on a debt-free and cash-free basis and on completion all third-party debt shall be repaid in full. Completion is expected in the second quarter of 2025.

Notwithstanding this, the directors have prepared forecasts for a period in excess of 12 months from the approval of the financial statements taking into consideration reasonable cash flow sensitivities. Looking towards the remainder of 2025 and beyond, the directors are confident that the company can meet its liabilities as they fall due using its available cash resources and with the ongoing operational and financial support of Teakwood Capital and the companies within the group headed by Ibidem. These companies have confirmed their ongoing operational and financial support for each other for a period of at least 12 months from approval of these financial statements.

At the time of approving the financial statements, the directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements and thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is measured at the fair value of consideration received or receivable and represents amounts for services provided to third parties in the normal course of business during the period net of value added tax and any discounts, and results from the principal activity of the company.

Each element of turnover (described below) is recognised only when:

• Provision of services has occurred;

• The consideration received is fixed or determinable;

• There are no significant vendor obligations remaining; and

• Collection of the amount due from the customer is reasonably assured.

Income from payroll processing and any related support, maintenance and unit based licencing arrangements is recognised rateably over the initial term of the related customer contract.

Any income arising from pure consultancy work is recognised in profit or loss on a time and materials basis.

Services that have been provided at the end of a financial period, but which have not been invoiced at the time, are recognised as turnover in profit or loss and shown within prepayments and accrued income on the balance sheet.

Implementation and set-up fees in connection with the provision of payroll processing services are deferred until such initial work is considered complete and is then recognised rateably over the remaining term of the related customer contract.

Advance payments from customers or advance invoicing at the end of the financial period are included within accruals and deferred income on the balance sheet. Such amounts are recognised in profit or loss when the services are provided to the customer in accordance with the points set out above.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets comprise both licence and development costs for computer software, and development costs on internally generated intangibles related to creating new and improved interfaces, dashboards and security features to enhance the customer experience. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.

Amortisation 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:

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:

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 credited or charged to profit or loss.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.

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.

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.

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

Financial assets and liabilities are offset, with 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.

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, 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.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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 company after deducting all of its 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.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

The 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 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 when the company has 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Deferred costs

Costs in respect of implementation and set-up fees are deferred until such initial work is considered complete and are then recognised rateably over the remaining term of the related customer contract. Deferred costs are included within prepayments and accrued income on the balance sheet.

Related parties

The company has taken advantage of exemption under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

Exceptional items

Exceptional items are those which are separately identified by virtue of their size or nature to allow a full understanding of the underlying performance of the company.

In the application of the company’s accounting policies, the directors are 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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company determines whether amounts receivable from group undertakings require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the group entities to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts due from group undertakings at the current year end.

The company conducts impairment reviews of investments in subsidiaries whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired requires an estimation of the recoverable amount which requires the company to estimate the value in use which is based on future cash flows and a suitable discount factor in order to calculate the present value. Where the actual cash flows are less than expected, an impairment loss may arise. After reviewing the business environment and the company's strategies and past performance of its cash generating units, management concluded that there was no impairment of investments in subsidiaries at the current year end.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Income generated from implementation and set-up fees for work performed on new customer contracts is deferred and released rateably over the remaining term of the customer contract when work is considered complete. The related costs are also deferred and released rateably over the same period. The value of costs deferred are a combination of an estimated allocation of internal staff costs and associated overhead costs, and actual third-party costs incurred.

Deferred tax assets are required to be recognised to the extent that it is probable (i.e. more likely than not) that sufficient future taxable profits will be available against which the deductible temporary difference or unused tax losses or credits can be recovered or utilised.

Deferred tax assets are reviewed at each reporting date. In considering their recoverability, the company assesses the likelihood of these being recovered within a reasonably foreseeable timeframe, being typically a minimum of two years, taking into account the future expected profit profile and business model of each relevant company or country, and any potential legislative restrictions on use. Short-term timing differences are generally recognised ahead of losses and other tax attributes as being likely to reverse more quickly.

The consideration on whether to recognise a deferred tax asset therefore requires management to make judgements on whether future financial performance will allow previously accumulated taxable losses to be utilised against forecast taxable profits.

In making this judgement, management have considered the future financial performance of the business as part of its normal forecasting cycle and have therefore recognised a deferred tax asset of £2,500,000 accordingly, using a rate of 25%.

The estimate takes account of the inherent uncertainties constraining the expected level of profit as appropriate. Changes in these estimates will affect future profits and therefore the recoverability of the deferred tax assets.

An analysis of the company's turnover is as follows:

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

Their aggregate remuneration comprised:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

The number of directors who are entitled to receive shares under long-term incentive schemes during the year was 2 (2023 - 2).

Current year

Exceptional items of £63,523 in the current year include £9,687 employee severance costs, £35,781 professional fees and other exceptional costs of £18,055 incurred outside of the normal course of business.

Prior year

Exceptional items of £242,292 in the current year include £109,238 employee severance costs, £46,143 professional fees incurred outside of the normal course of business and £86,911 accrued in relation to unpaid taxes and interest on an employee share scheme.

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Losses have been incurred for tax purposes and are available for use against future taxable profits. A deferred tax asset has not been recognised in full in respect of these losses as the company does not anticipate them to be fully utilised in the immediate future. The value of the total unrecognised deferred tax asset measured at a standard rate of 25% (2023: 25%) is approximately £4,620,000 (2023: £3,930,000).

Included within Development costs is an individual asset with a carrying amount of £489,306 and a remaining useful life of 36 months, and another individual asset with a carrying amount of £222,754 and a remaining useful life of 24 months.

Intangible fixed assets held are pledged as security for the borrowings of the group under fixed and floating charges.

The amortisation charge is included in Administrative expenses in the Statement of Comprehensive Income.

Tangible fixed assets held are pledged as security for the borrowings of the group under fixed and floating charges.

The depreciation charge is included in Administrative expenses in the Statement of Comprehensive Income.

Fixed asset investments held are pledged as security for the borrowings of the group under fixed and floating charges.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The remaining 0.01% of shares in IIPROLL MEXICO, S.A DE C.V are held by the parent company, Ibidem Capital Limited.

Debtors held are pledged as security for the borrowings of the group under a fixed and floating charge.

Interest is charged on amounts due from certain group companies. Other amounts due from group companies are interest free.

All amounts owed by group undertakings are unsecured, have no fixed repayment date and are repayable on demand.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits.

Amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

Other loans were secured by fixed and floating charges over all the property and undertakings of the company. Both the immediate parent company, Ibidem Capital Limited, and the ultimate parent company, TeakiiPay Holdings LLC, had provided guarantees over this loan facility to the lender.

Other loans were repayable by monthly interest payments, with a full capital repayment due on the maturity date, July 2026. Interest was charged on other loans at a rate of 17% + EURIBOR per annum to June 2023 and is then charged at a rate of 17% + EURIBOR thereafter to the maturity date.

The company entered an arrangement prior to the current balance sheet date whereby these other loans were novated to the parent company, Ibidem Capital Limited ("Ibidem") in return for the company owing the same amount to Ibidem. Refer to the Going concern accounting policy for further details.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

During the year, the company allotted 15,000,000 Ordinary £1 shares at their nominal value for total consideration of £15,000,000.

Profit and loss reserves include all current and prior period retained profits and losses.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Future minimum lease payments under non-cancellable operating leases noted above relate to premises.

On 27 February 2025, TeakiiPay Holdings, LLC, the parent of the parent company, Ibidem Capital Limited ("Ibidem"), entered into an Equity Purchase Agreement whereby its entire equity interest in Ibidem has been sold to a third party, subject to FCA regulatory approval. The acquisition is on a debt-free and cash-free basis and on completion all third-party debt shall be repaid in full. Completion is expected in the second quarter of 2025.

The controlling party is Ibidem Capital Limited, the parent company. Ibidem Capital Limited is a company incorporated in the United Kingdom and registered in England and Wales.

The ultimate controlling party is the ultimate parent company, TeakiiPay Holdings LLC. TeakiiPay Holdings LLC is a company registered in the United States of America.

The smallest and largest group to prepare consolidated financial statements including this company is Ibidem Capital Limited, the parent company. Copies of the consolidated financial statements can be obtained from Ibidem Capital Limited's registered office at Festival House, Jessop Avenue, Cheltenham, Gloucestershire, England, GL50 3SH.

The company had no capital commitments at the balance sheet date (2023: £Nil).

As at the balance sheet date, the company had given a guarantee in respect of borrowings in the parent undertaking of £27,308,462 (2023: N/A). This guarantee is secured by fixed and floating charges over all the assets, property and undertakings of the company.

The company had no other contingent liabilities or guarantees at the balance sheet date (2023: £Nil).