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Registered number: 11920779
XPATE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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XPATE LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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XPATE LIMITED
CONTENTS
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Independent auditors' report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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XPATE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Xpate Ltd ("the Company") is a fintech start-up that employs a design-centric approach to enhance global payment systems, catering to the evolving needs of expanding businesses.
The Company remains dedicated to delivering a merchant services platform that exceeds prevailing market standards. Leveraging its extensive experience with e-commerce enterprises and a growing portfolio of online merchants, Xpate continues to provide an integrated solution that combines multi-currency online payment methods with comprehensive spending capabilities. This model enables new and established online businesses to commence operations swiftly, optimise cash flow management, and reinvest earnings into growth without encountering unnecessary barriers.
The Company offers a unified and adaptable framework that consolidates diverse payment methods, eliminating the need for multiple third-party integrations. This comprehensive offering spans internet acquiring, bank transfers, alternative payment methods (APMs), pre-built checkout systems, e-commerce plugins, and API integrations. All merchant funds are settled directly into Xpate accounts, enabling instant utilisation for payments, withdrawals, and broader business requirements.
Developments in 2024
In 2024, the Company reached a number of significant milestones that underscore both its financial resilience and its ability to execute on strategic priorities. Most notably, the business achieved break-even profitability, reflecting the scalability of its model and the growing demand for its services.
The Company also strengthened its banking infrastructure by opening and operationalising an account with a Tier 1 financial institution, thereby enhancing the robustness of its settlement framework and further reinforcing merchant confidence.
On the product side, Xpate introduced Visa Direct and Mastercard Send capabilities, expanding its real-time payments offering and improving liquidity options for merchants. In addition, the Company secured membership under Visa’s Integrity Risk Program (VIRP), a significant recognition that enables Xpate to extend acquiring services to merchants in high-integrity-risk sectors while maintaining robust compliance and risk management standards.
The Company is headquartered in London, UK, and is authorized by the Financial Conduct Authority under the Electronic Money Regulations 2011 (firm reference number 901021) for the issuance of electronic money and payment instruments.
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XPATE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
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Liquidity risk
The Company’s primary objectives are to maintain financial punctuality and to avoid any delays in settling payments with merchants. To mitigate liquidity risk, Xpate Ltd implements continuous monitoring and management of its current assets. Given that the Company’s business model involves interactions with both merchants and service providers, Xpate Ltd conducts thorough evaluations of each service provider to ensure their reliability and adherence to the terms of cooperation. Detailed analyses of financial flows, transactional uploads, and the reconciliation of financial statements are conducted to ensure the accuracy and timeliness of settlements. In collaboration with third parties, xpate seeks to minimize settlement periods, aiming to achieve daily settlements and prevent the prolonged holding of funds by third parties. Additionally, xpate Ltd maintains an excess reserve of its own funds to safeguard against potential liquidity risks.
Market risk
The Company’s employees diligently monitor trends within the fintech market, regulatory developments, and technological innovations, assessing the associated risks. This proactive approach enables Xpate to prepare in advance for any changes, ensuring the continuity of business operations and the provision of relevant solutions. The development of niche products further allows xpate to expand its client base by capturing market share in new sectors.
Business risk
Business risks encompass potential system failures, the impact of market downturns, and the loss of key personnel. Xpate Ltd mitigates these risks by carefully selecting service providers that meet stringent Service Level Agreement (SLA) standards, thereby reducing the likelihood of financial and reputational losses. Critical tasks are allocated additional resources, divided among multiple employees, and implemented using principles such as "Need-to-know," "Least privilege," and "Separation of duties." The "four-eye" principle is also employed, significantly reducing the risk of inaccuracies and ensuring task continuity in the event of employee departures. xpate Ltd places a strong emphasis on continuous staff training, ensuring that employees remain informed and competent, which in turn enhances operational efficiency and mitigates business risks.
Operational risk
The Company is committed to ongoing staff training, promoting the development of a broad skill set that extends beyond the narrow confines of individual business units. By sharing company-wide and market-wide information, employees are better equipped to make strategic decisions. Important decisions are made by committees, where representatives from various business lines provide input, thereby reducing the risk of errors that could lead to financial or reputational damage.
Regulatory risk
Employees of Xpate Ltd maintain continuous communication with regulatory authorities to ensure the timely acquisition of relevant information. The Company ensures that its merchants adopt governance practices aligned with industry best practices, understand regulatory expectations and business challenges, and identify opportunities for process improvement. This approach facilitates the effective and consistent management of compliance and regulatory obligations, enabling xpate to adapt efficiently to regulatory changes.
Capital management risk
As a company regulated by the Financial Conduct Authority (FCA), xpate Ltd is required to comply with capital adequacy requirements, taking into account the Company’s business portfolio and the distribution of its business verticals. Management regularly reviews the financial position of the Company on a monthly basis, implementing corrective measures as necessary to mitigate capital management risks.
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XPATE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Financial key performance indicators
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The Company achieved a turnover of £5,917,467 (31 December 2023: £275,083) and a loss of £739,990 (31 December 2023: loss of £1,941,808).
Other key performance indicators
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The Company invests considerable effort in attracting merchants and maintaining high levels of customer satisfaction.
Directors' statement of compliance with duty to promote the success of the Company
The Directors of the Company is acutely aware of the requirement for them to act in the way they consider, in
good faith, would be most likely to promote the success of the Company for the benefit of its members as a
whole. In considering this duty the Director considers the following stakeholders:
Shareholders
The Director has regular contact with the shareholder in order to maximise the Company's long-term growth
prospects and the opportunity for a dividend stream.
Customers
The Company's customer base is a related party and the clients best interests are served in accordance with
their risk appetite.
Suppliers
The Company has various key supplier relationships which work more as a partnership to ensure the smooth
running of the business.
Community and the environment
The Company actively seeks to reduce its carbon footprint by virtue of its entirely online and paperless
business. The Director also encourages regular attendance at industry related networking events in order to
build and maintain strong relationships within the community.
Regulators
The Company is authorised and regulated by the Financial Conduct Authority ("FCA"). The Directors strive for
the Company to be in compliance with relevant regulations and reporting requirements.
This report was approved by the board and signed on its behalf.
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XPATE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the audited audited financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report and the audited financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the audited 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 audited financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the audited 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 to enable them to ensure that the audited 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.
The principal activity of the Company is that of financial intermediation and management consultancy activities.
The loss for the year, after taxation, amounted to £739,990 (2023 - loss £1,941,808).
The comparative information in these financial statements has been restated from the figures previously
reported to reflect a presentation adjustment.
No dividends have been declared in the year.
The directors who served during the year were:
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XPATE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Looking ahead to 2025, the Company intends to pursue a strategic roadmap focused on operational efficiency, product enrichment, and long-term scalability. A key initiative will be the integration of Mambu as the new core banking platform, which will enhance reporting, strengthen operational resilience, and support the continued scaling of merchant services. At the same time, Xpate plans to develop segment-driven solutions that respond to the specific flow-of-funds requirements of different merchant groups, including settlement cycles, settlement rails, and multi-currency processing.
Customer engagement will remain a central focus, with efforts directed at automating customer-facing interactions to drive activation and retention at scale, while parallel investments will be made in the automation of risk and AML monitoring flows to reinforce compliance standards.
The merchant experience will be further enhanced through upgrades to the checkout journey, offering greater flexibility and control, alongside the enrichment of the product suite with daily banking capabilities.These initiatives are expected to consolidate Xpate’s position as a next-generation acquirer distinguished by customer-centric innovation, operational excellence, and sustainable growth.
Branches outside the United Kingdom
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In addition to trading within the UK, the Company also operates through their overseas branch based in Latvia
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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M Safro
Director
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XPATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XPATE LIMITED
We have audited the financial statements of xpate Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of 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.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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
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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.
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XPATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XPATE LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the 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.
Matters on which we are required to report by exception
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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.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 4, 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.
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XPATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XPATE LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙Enquiring of management around actual and potential litigation and claims;
∙Reviewing financial statement disclosures and testing to supporting documentation with applicable laws and regulations;
∙Performing audit work over the risks of management override of controls, including and other adjustments for appropriateness, evaluating business rationale of significant the normal course of business and reviewing accounting estimates for 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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙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. 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.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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XPATE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XPATE LIMITED (CONTINUED)
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Michael Wedge FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
26 September 2025
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XPATE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Loss for the financial year
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Other comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 15 to 30 form part of these financial statements.
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XPATE LIMITED
REGISTERED NUMBER: 11920779
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Safeguarded funds liability - see note 18
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Total assets less current liabilities
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Provisions for liabilities
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XPATE LIMITED
REGISTERED NUMBER: 11920779
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 30 form part of these financial statements.
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XPATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Comprehensive income for the year
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The notes on pages 15 to 30 form part of these financial statements.
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XPATE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Profit on disposal of intangible assets
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(Increase)/decrease in debtors
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Increase/(decrease) in creditors
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Increase/(decrease) in provisions
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Loss on disposal of tangible assets
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Sale of intangible assets
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Purchase of tangible fixed assets
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Net cash from investing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 15 to 30 form part of these financial statements.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal activity of Xpate Ltd ("the Company") is that of financial intermediation and management consultancy activities.
The Company is limited by shares and is incorporated in England and Wales.
The registered office is Level 18, 40 Bank Street, Canary Wharf, London, E14 5NR.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
The Company made a of loss of £739,990 during the year, reporting net current assets of £41,222,735 and an overall net asset position of £41,181,322. The Company, as for any business, relies upon the generation of profits and cash to create working capital to meet its liabilities as they fall due. Based on the results to date and future projections, the Directors are confident that the Company will continue to meet its liabilities as they fall due, looking forward at least twelve months from the date of signing these financial statements.
The Directors have a reasonable expectation that the Company has adequate resources to meet future working capital requirements and to continue in operational existence for the foreseeable future and they consider it appropriate to prepare the financial statements on a going concern basis. As a result, the Directors have prepared the financial statements on a going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:
Revenue in respect of intercompany services is recognised over the period the service is supplied.
Revenue in respect of payment processing and transfers made between Xpate and third party banks is recognised on the date the settlements are made.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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, which range from 3 to 10 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.
Interest income is recognised in profit or loss using the effective interest method.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Intangible assets under construction, will not be amortised until they are available for use.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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Long-term leasehold property
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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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
(i) Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made:
Useful economic life of intangible assets
The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. See note 12 for the carrying value of the intangible assets and accounting policy note 2.11 for the useful economic life of the intangible assets.
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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Profit on disposal of intangible assets
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating loss is stated after charging:
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Other operating lease rentals
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Defined contribution schemes
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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Fees payable to the Company's auditors in respect of:
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.
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Other interest receivable
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Origination and reversal of timing differences
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
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Expenses not deductible for tax purposes
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Adjustments to tax charge in respect of previous periods
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Movement in deferred tax not recognised
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Unrelieved tax losses carried forward
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Long-term leasehold property
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Charge for the year on owned assets
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Prepayments and accrued income
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Client Money - Safeguarded funds held
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The Company holds monies on behalf of clients in accordance with the Electronic Money Regulations of its regulator, the Financial Conduct Authority. Included within creditors due within one year is the corresponding liability of monies owed back to clients of the Company.
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Cash and cash equivalents
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Client Money - Safeguarded funds liability
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The Company holds monies on behalf of clients in accordance with the Electronic Money Regulations of
its regulator, the Financial Conduct Authority. Included within creditors due within one year is the
corresponding liability of monies owed back to clients of the Company.
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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310,000 (2023 - 310,000) Ordinary shares of £1.10 each
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Other reserves
Comprises of amounts arising from a loan charged with interest at arms length.
These amounts relate to the contribution reserve at an amount of £37,465,924 (2023 £38,409,172) and the realized reserve of £5,757,023 (2023 : £4,813,774).
Profit and loss account
Includes all current period retained profits and losses.
Client Money
The comparative information in these financial statements has been restated from the figures previously
reported to reflect a presentation adjustment.
The Company holds monies on behalf of clients in accordance with the Electronic Money Regulations of its regulator, the Financial Conduct Authority. Included within creditors due within one year is the corresponding liability of monies owed back to clients of the Company.
In accordance with applicable financial reporting standards, client money is now presented separately on the face of the statement of financial position under "Safeguarded funds held" in current assets £7,152,194 (2023: £122,696) and "Safeguarded funds liability" liability in current liabilities £7,151,917 (2023: £103,579).
Cost of sales
The comparative information has been restated from the figures previously reported in the prior year financial statements to reclassify selling costs £503,913 from administration expenses to cost of sales.
The presentation adjustment has had no impact on current assets, net assets or profits previously reported.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,321 (2023: £1,321). Contributions totalling £257 (2023: £257) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Related party transactions
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Included within sales is £772 (2023: £260,600) made to a company in which a director has an interest. Included within trade debtors is £147,662 (2023: £148,330) in relation to the same company.
During the year, the Company issued a loan of £82,780 to a related party. The loan is unsecured, bears interest at 4.15%, and is repayable on demand. The outstanding loan balance as at 31 December 2024 is included in other receivables.
The Company was granted loan notes with a related party, amounting to: £38,318,895 (2023: £39,262,143) included in debtors, £99 (2023: £421,020) within interest income, £37,465,925 (2023: 38,409,173) included in contribution reserve and £5,757,023 (2023: £4,813,774) included within realized contribution reserve.
During the year ended 31 December 2024, the Company disposed of an intangible asset to a related party, for total consideration of £1,759,088. The carrying amount of the asset at the date of disposal was £1,465,906, resulting in a gain of £293,181, which has been recognized in profit or loss under "Other Income".
As at 31 December 2025, £768,240 of the sale proceeds remains outstanding and is included in trade and other receivables. The transaction was carried out at arm’s length based on a management valuation of the intangible asset. No impairment was recorded on the outstanding balance as of year-end.
In addition, the Company incurs management fees from the related party for the ongoing use of the intangible asset. During the year, management fees were charged under existing agreements. As at 31 December 2024, a creditor of £487,854 relating to these fees was recognised under trade and other payables.
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XPATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The controlling party is M Safro.
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