The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Integrated International Payroll (Holdings) 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

The company is a member of a group whose trading and financial position is closely linked to the status and continued support of other group undertakings. true

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.

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.

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.

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.

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.

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.

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.

Related parties

The company has taken advantage of exemption, under the terms of the 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.

Provisions

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.

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.

The company had no employees during either the current or prior year.

The company issued 8,325,479 Ordinary £1 shares to its parent company, Ibidem Capital Limited, during the year in return for the parent company releasing the company from a debt owed to it of £8,325,479.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

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: £19,222,927 in the fellow subsidiary, Integrated International Payroll Limited). This guarantee is secured by fixed and floating charges over all the assets, property and undertakings of the company.

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

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.