Company No:
Contents
| DIRECTORS | Aran Michael Brown |
| Edward Robert Harrison |
| REGISTERED OFFICE | 86-90 Paul Street |
| 3rd Floor | |
| London | |
| EC2A 4NE | |
| United Kingdom |
| COMPANY NUMBER | 14173853 (England and Wales) |
| AUDITOR | Deloitte LLP |
| Statutory Auditor | |
| Fusion Point | |
| 2 Dumballs Road | |
| Cardiff | |
| CF10 5BF | |
| United Kingdom |
The directors present their Strategic Report for the financial year ended 31 December 2024.
REVIEW OF THE BUSINESS
The principal activity of the Company is to provide a complete payment infrastructure for businesses through a single integration.
Navro Payments Limited ("the Company") is authorised and regulated by the Financial Conduct Authority (FCA) as an Electronic Money Institution (EMI).
The directors have monitored the performance of the Company by reference to regular reports provided by Management throughout the year. The directors are satisfied with the results for the year and the assets, liabilities, and financial position as at the year-end date.
On 15 January 2024, the Company changed its name from Paytrix UK Limited to Navro Payments Limited.
FINANCIAL REVIEW
The Company’s turnover for the year was £2,679 (2023: £14,155). Revenue in the prior year was due to inter group charges that did not take place in the current year.
The Company incurred a loss after taxation of £328,519 (2023: £151,097). The loss increased primarily as a result of the increase in staff costs.
The net asset position of the Company at the year end amounted to £1,959,175 (2023 £2,273,229).
The metrics in this section are also considered to be the Company's key performance indicators.
PRINCIPAL RISKS AND UNCERTAINTIES AND FINANCIAL RISK MANAGEMENT
The Company's activities expose it to a number of financial risks. Management reviews the key risks on regular basis. The principal risks exposed to the business due to its activities are considered to be strategic, financial, operational, financial crime, counterparty, regulatory compliance and information security risks, as well as economic uncertainty surrounding the geopolitical environment.
The Company's risk management framework is designed to embed management of the business risks throughout the organisation. The board is responsible for the review and challenge of the framework on an annual basis.
*Regulations and compliance risk*
The Company is authorised and regulated by the FCA. Regulatory risk is the risk of financial or reputational loss arising from failure to meet the regulatory requirements applicable to the company's Payments Institute and EMI licenses. Compliance risk is the risk that the Company fails to adhere to the relevant rules and regulations that apply to its business.
The Company is committed to a high level of compliance with relevant legislation, regulation, industry codes and standards as well as internal policies and sound corporate governance principles. The Company is kept up to date on regulatory changes and intends to perform regular compliance audits to ensure adherence to FCA requirements.
The Company has developed and a comprehensive compliance program that includes staff training, policies, and procedures aligned with the latest regulations and uses a third-party for compliance monitoring.
*Liquidity risk*
Liquidity risk is the risk of insufficient funds being available to meet the Company's working capital requirements or insufficient liquidity in a market where the Company has positions. The Company monitors its liquidity levels against defined policies and procedures and has mitigations in place.
The Company performs various scenario analyses as part of its forecasting process to evaluate the impact of adverse market conditions and the potential impact on liquidity.
*Operational risk*
Operational risk is defined as the risk arising from within the organisation from inadequate or failed internal processes, inadequately designed or maintained systems, inappropriate staffing levels or inadequately skilled or managed people. Operational risk exposures are identified, managed and controlled by management.
The Company tracks key risk indicators (KRIs) related to internal processes, system performance, and personnel and intends to conduct regular internal audits and risk assessments to identify potential operational failures.
The Company will develop and test business continuity plans (BCPs) and disaster recovery plans to address potential operational disruptions.
*Counterparty risk*
The Company relies on third parties to provide services, including banks and other payment providers, and could be adversely impacted if they fail to fulfil their obligations, become subject to regulatory action or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.
The Company exercises due diligence on counterparties, where feasible ensures redundancy of third-party providers, and complies with applicable requirements of counterparties including banks and other payment providers. The Company will also continue to monitor the financial health, compliance status and performance of its counterparties.
The Company has identified redundancy measures in critical service areas and always has clear contractual terms established, including termination clauses.
*Geopolitical events*
This includes acts of war, nationalism and terrorism, natural disasters, public health issues, social unrest or human rights issues.
The Company stays informed about geopolitical developments through global risk intelligence platforms and regularly assess their potential impact on its operations.
*Financial crime risk*
Failure to effectively deal with fraudulent or fictitious transactions and material internal or external fraud and use of the Company's payments services for illegal purposes could negatively impact the Company's business. The Company maintains a comprehensive set of policies and procedures to prevent, detect and address financial crime.
The Company uses third party software to detect suspicious activities, including fraud detection and anti-money laundering (AML) systems and will preform regular reviews and update transaction monitoring systems and perform periodic risk assessments.
The Company will continue to provide training to its employees on recognising and responding to financial crime risks.
*Capital risk*
As part of its license requirements, the Company is required to meet certain capital obligations. The Company's objectives when managing capital are to ensure that the Company is adequately capitalised at all times.
Capital scenario planning is conducted by Management and capital levels are closely monitored accordingly by the Board.
*Cash flow risk*
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures.
Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.
The Company reviews its cashflow position on a weekly basis and cash flow management is aligned with strategic business planning to ensure that there is sufficient liquidity for day-to-day operations.
*Information security risk*
To ensure ongoing and sustainable compliance with its regulatory and contractual obligations, the Company has established a comprehensive framework with effective mitigation measures and control mechanisms to manage operational and security risks related to its payment services and systems.
The Company conducts regular vulnerability assessments, penetration testing, and security audits.
Additionally, the Company is ISO 27001 certified, underscoring its commitment to maintaining high standards around all aspects of information security
FUTURE DEVELOPMENTS
The directors expect the level of business activity to increase significantly in the coming year. This is as a result of a number of significant clients being onboarded in 2025.
Approved by the Board of Directors and signed on its behalf by:
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Aran Michael Brown
Director |
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2024.
PRINCIPAL ACTIVITIES
On 15 January 2024, the Company changed its name from Paytrix UK Limited to Navro Payments Limited.
GOING CONCERN
REVIEW OF THE BUSINESS
Details of the review of the business and financial review can be found in the Strategic Report.
DIVIDENDS
The directors do not recommend payment of a dividend (2023: £Nil).
FUTURE DEVELOPMENTS
Details of future developments can be found in the Strategic Report.
EVENTS AFTER THE BALANCE SHEET DATE
There are no post balance sheet events to report.
DIRECTORS
The directors, who served during the financial year and to the date of this report were as follows:
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DIRECTORS' INDEMNITIES
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the principal risks of the business and financial risk management can be found in the Strategic Report.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Deloitte LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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Aran Michael Brown
Director |
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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 financial 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;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* 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. The directors 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.
Report on the audit of the financial statements
In our opinion the financial statements of Navro Payments Limited (the 'Company'):
* 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 financial year then ended;
* have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK”; and
* have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
* the profit and loss account;
* the balance sheet;
* the statement of changes in equity; and
* the related notes 1 to 16.
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).
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 Financial Reporting Council's (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.
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.
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.
Auditor’s responsibilities for the audit of the financial statements
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 for the audit of the financial statements is located on the FRC’s website at: 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, 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.
We considered the nature of the Company’s industry and its control environment, and reviewed the Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the Company’s business sector.
We obtained an understanding of the legal and regulatory frameworks that the Company operates in, and identified the key laws and regulations that:
* had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, and tax legislation; and
* do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These included Financial Conduct Authority regulatory requirements.
We discussed among the audit engagement team and relevant internal specialists such as IT regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
* reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
* performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
* enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
* reading minutes of meetings of those charged with governance and reviewing correspondence with the FCA.
Report on other legal and regulatory requirements
Opinions on other matters prescribed by the Companies Act 2006
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.
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 any material misstatements in the strategic report or the directors' report.
Under the Companies Act 2006 we are required to report in respect of the following matters 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.
We have nothing to report in respect of these matters.
Use of our report
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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Statutory Auditor
2 Dumballs Road
Cardiff
CF10 5BF
United Kingdom
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Turnover | 3 |
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| Administrative expenses | (
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| Operating loss | (
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| Interest receivable and similar income | 4 |
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| Loss before taxation | (
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| Tax on loss | 7 |
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| Loss for the financial year | (
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There were no items of other comprehensive income or losses for the current or prior year other than those included in the Profit and Loss Account, accordingly no Statement of Comprehensive Income is presented.
The notes on pages 15 to 23 form part of these financial statements.
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Current assets | ||||
| Debtors | 8 |
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| Cash at bank and in hand | 9 |
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| 2,097,325 | 2,528,331 | |||
| Creditors: amounts falling due within one year | 10 | (
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| Net current assets | 1,959,175 | 2,273,229 | ||
| Total assets less current liabilities | 1,959,175 | 2,273,229 | ||
| Net assets | 1,959,175 | 2,273,229 | ||
| Capital and reserves | 12 | |||
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| Other reserves |
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| Profit and loss account | (
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| Total shareholder's funds | 1,959,175 | 2,273,229 |
The financial statements of Navro Payments Limited (registered number:
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Aran Michael Brown
Director |
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The notes on pages 15 to 23 form part of these financial statements.
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Navro Payments Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 86-90 Paul Street, 3rd Floor, London, EC2A 4NE, United Kingdom.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
Navro Payments Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. The Company is consolidated in the financial statements of its ultimate parent, Navro Group Limited, which may be obtained at 3rd Floor 86-90 Paul Street, London, EC2A 4NE, United Kingdom. In accordance with FRS 102 paragraph 1.11, the Company has taken advantage of certain disclosure exemptions available for subsidiary companies. Specifically, the Company has elected not to prepare a cash flow statement (Section 7), and to omit the share-based payment disclosures (Section 26), Financial Instruments (Section 11) and remuneration of key management personnel. These exemptions are permitted because the results of the Company are included in the publicly available consolidated financial statements of its ultimate parent company, Navro Group Limited, which provide a true and fair view.
The financial statements are prepared on a going concern basis as the Directors are satisfied that the Company and the Group consolidated by the ultimate parent company (Navro Group Limited) have the resources to continue in business for the foreseeable future (which has been taken as at least 12 months from the date of approval of the financial statements). In making this assessment, the Directors have considered the performance of the Company and the provision of continuing financial support of the ultimate parent company and its ability to provide such support. The Directors have also obtained a letter of support from the ultimate parent company to confirm its support for the 12 months subsequent to the approval of this report. The Company made a total loss before tax for the year ended 31 December 2024 of £328,519 (2023: £151,097). Given the Company’s growth objectives, the Directors believe that the Company will continue to generate a loss during the next 12 months from the date of this report as continued investment is made in the development of the business.
As at 31 December 2024, the Company had net assets of £2.0m (2023: £2.3m). This includes £1.8m (2023: £2.5m) of cash and cash equivalents (with an additional £5.2m (2023: £15.9m) of surplus cash being held by the Ultimate Parent Company at the year end and a further £30m equity raise in March 2023 being made available to the Company) and as a result, the Directors are confident that the Group has the capital required to provide sufficient liquidity to sustain the scale-up phase of the Company throughout 2025 and 2026.
The Company and Group have prepared detailed cash flow forecasts which assumes that the Group will continue its operations for at least 12 months from the approval date of these financial statements.
***Base case forecast***
As 2025 represents the second full year of operations, the Directors have developed a base case forecast that includes:
• Global Customer and Revenue Growth: Anticipates steady growth in the customer base and revenue generation.
• Ongoing Product Investment: Plans for continuous investment in product development.
• Increased Staff and Operational Costs: Aligning with business expansion, the forecast accounts for an appropriate increase in staffing and other operational costs.
Considering the Group’s current financial resources, including the availability of an additional debt facility, the Directors are confident that the Group has sufficient funds to support ongoing investment in its operations.
**Going concern (continued)**
***Downside scenario***
The Directors have also evaluated a plausible downside scenario, which assumes:
• Lower than Expected Customer Growth: This could result from delays in achieving a fully operational platform or lower-than-expected customer demand.
• Reduced Investment: Although the Group would continue to invest in business growth and product development, the scale of investment would be reduced compared to the base case.
In the downside scenario, the Group would, if required, implement necessary adjustments to its operating model, such as reducing costs or deferring expenditures, to ensure that it continues to operate as a going concern.
***Fundraising***
Management completed a successful fundraising of $41m in March 2025. This recent capital raise demonstrates the Group’s capacity to secure additional funding when needed, further supporting the going concern assessment.
***Directors' conclusion***
Based on the base case forecast, the downside scenario analysis, and the successful recent fundraising, the Directors are confident that it is appropriate to prepare the financial statements on a going concern basis. They are satisfied that the Group has adequate financial resources and the flexibility to adapt its operations to maintain its financial health and support ongoing activities over the next 12 months. The Directors have made enquiries of management and considered budgets and cash flow forecasts for the Group and Company and have, at the time of approving these financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.
Having made appropriate enquiries, the Directors consider that the Company has the ability to remain in operation for the foreseeable future, as they have confirmed the continuing financial support and the ability to provide that support from the Parent company for the period not less than 12 months from the date of the Company financial statements and have therefore continued to adopt the going concern basis in preparing financial statements.
Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for:
* exchange differences on transactions entered into to hedge certain foreign currency risks (see above); and
* exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.
Turnover relates to interest income. Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution schemes
For defined contribution schemes the amounts charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits are the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet.
Other long-term employee benefits are measured at the present value of the benefit obligation at the reporting date.
Certain employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for share options in equity instruments issued by the ultimate parent company, Navro Group Limited (equity-settled transactions).
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
Fair value is measured by use of an appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
The Company is recharged costs from its parent company based on a 5% cost plus methodology for the allocation of administration time spent by the employees of the Parent company.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Non-financial assets
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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.
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. 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.
Financial assets
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Basic financial assets
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 assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Basic financial 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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 financial year in which the estimate is revised if the revision affects only that period, or in the financial year of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Company’s accounting policies
The directors do not consider that any critical judgements have been made in the application of the Company's accounting policies in these financial statements.
No deferred tax asset has been recognised at 31 December 2024 to the extent that it is not considered probable that a deferred tax asset would be recovered against future profits. The Company has not recognised deferred tax assets of £138,420 (2023: £56,693) in respect of losses amounting to £553,667 (2023: £226,772) that can be carried forward against future taxable income.
Turnover represents the fair value of goods/services provided to customers during the financial year excluding value added tax.
Breakdown by business class
An analysis of the Company's turnover by class of business is set out below.
| 2024 | 2023 | ||
| £ | £ | ||
| Interest income | 2,679 | 14,155 |
Turnover is wholly attributable to the principal activity of the Company and arises solely within the United Kingdom.
| 2024 | 2023 | ||
| £ | £ | ||
| Interest receivable and similar income |
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Interest receivable and similar income
| 2024 | 2023 | ||
| £ | £ | ||
| Bank interest |
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An analysis of the auditor's remuneration is as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: | 55,000 | 58,640 | |
| Total audit fees |
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| 2024 | 2023 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Directors |
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| Staff |
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Their aggregate remuneration comprised:
| 2024 | 2023 | ||
| £ | £ | ||
| Wages and salaries |
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| Social security costs |
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| Other retirement benefit costs |
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| Other compensation costs | |||
| Share-based payments |
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| 313,879 | 0 |
No remuneration was paid to the directors for the current or prior year. The Directors are employed and salaries are paid by the ultimate parent company, Navro Group Limited.
| 2024 | 2023 | ||
| £ | £ | ||
| Current tax on loss | |||
| UK corporation tax |
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| Total current tax |
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| Total tax on loss |
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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:
| 2024 | 2023 | ||
| £ | £ | ||
| Loss before taxation | (328,519) | (151,097) | |
| Tax on loss at standard UK corporation tax rate of 25% (2023: 23.52%) | (
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(
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| Effects of: | |||
| Expenses not deductible for tax purposes |
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| Change in unrecognised deferred tax assets |
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| Remeasurement of deferred tax for changes in tax rates | 0 | (2,235) | |
| Total tax charge for year | 0 | 0 |
| 2024 | 2023 | ||
| £ | £ | ||
| Trade debtors |
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| Amounts owed by Group undertakings (note 14) |
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| Other debtors |
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| Prepayments |
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HSBC Innovation Bank Limited has a fixed and floating charge over the Company's assets as a cross-guarantee for debt facilities in Navro Group Limited.
| 2024 | 2023 | ||
| £ | £ | ||
| Cash at bank and in hand |
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| 2024 | 2023 | ||
| £ | £ | ||
| Trade creditors |
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| Amounts owed to Group undertakings (note 14) |
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| Amounts owed to Parent undertakings (note 14) |
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| Other taxation and social security |
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| Accruals |
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| Other creditors |
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The carrying values of the Company’s financial assets and liabilities are summarised by category below:
| 2024 | 2023 | ||
| £ | £ | ||
| Financial assets | |||
| Measured at undiscounted amount receivable | |||
| Trade debtors (note 8) |
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| Other debtors (note 8) |
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| Amounts owed by Group undertakings (note 8) |
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| 257,529 | 0 | ||
| Financial liabilities | |||
| Measured at undiscounted amount payable | |||
| Trade creditors (note 10) | (
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| Other payables (note 10) | (
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| Amounts owed to Group undertakings (note 10) | (
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(
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| Amounts owed to Parent undertakings (note 10) | (
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| (26,189) | (237,318) |
| 2024 | 2023 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| Presented as follows: | |||
| Called-up share capital presented as equity | 1 | 1 |
Reconciliation
A reconciliation of the number of shares outstanding at the beginning and at the end of the financial year is presented below:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Ordinary shares numbers | Ordinary shares numbers | |||
| At 01 January 2024 | 101 | 100 | ||
| Issued during the year | 0 | 1 | ||
| At 31 December 2024 | 101 | 101 | ||
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
The other reserve relates to the share based payments charge to profit or loss for services received in relation to equity settled share based payments not yet settled where the equity instruments are issued by the ultimate parent company.
Pensions
The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
| 2024 | 2023 | ||
| £ | £ | ||
| Unpaid contributions due to the fund (inc. in other creditors) |
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The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the Group of companies of which the Company is a wholly owned member.
The directors of the Company are deemed to be the key personnel of the Company as defined in Section 33 of FRS 102. No directors' remuneration was paid during the current or previous year.
The immediate parent company is Navro Holdings Limited, a company incorporated in the United Kingdom and registered at 3rd Floor 86-90 Paul Street, London, EC2A 4NE.
The ultimate parent company and the ultimate controlling party is Navro Group Limited. The Parent undertaking of the smallest and largest group, which includes the Company and for which group financial statements are prepared, is Navro Group Limited, a company incorporated in the United Kingdom. Copies of the consolidated financial statements can be obtained from the registered office of Navro Group Limited at 3rd Floor 86-90 Paul Street, London, EC2A 4NE, United Kingdom.