Company No:
Contents
| DIRECTORS | Grupo Konectanet Slu |
| G P A Langle (Resigned 07 February 2025) | |
| J H Syed (Appointed 07 February 2025) |
| REGISTERED OFFICE | 8 Harbour Exchange Square |
| London | |
| E14 9HF | |
| United Kingdom |
| COMPANY NUMBER | 04014542 (England and Wales) |
| AUDITOR | Constantin |
| Statutory Auditor | |
| 25 Hosier Lane | |
| London | |
| EC1A 9LQ |
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
REVIEW OF THE BUSINESS
Turnover for the financial year amounted to £2,347,241 (2023: £6,210,149). The Company earned a profit after taxation totalling £270,441 (2023: loss £203,287).
The net current asset position of the Company as at the financial year end amounted to £928,626 (2023: net current asset £629,207).
The net asset position of the Company as at the financial year end amounted to £987,192 (2023: net asset £716,751).
DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024 (2023: £nil).
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company is exposed to many kinds of risk and takes various steps in order to mitigate those risks. In particular:
Credit risk
The company has various policies for managing credit risk, including the use of credit checks and credit limits.
Liquidity risk
The company, together with its wider group, maintains sufficient funds for its operations.
Interest rate risk
The company does not believe it is exposed to significant interest rate risk.
Exchange rate risk
The company transacts in sterling where possible. Where this is not possible, it mitigates exchange rate risk by matching cash inflows and outflows in the same currency wherever possible.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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(Resigned 07 February 2025) |
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(Appointed 07 February 2025) |
RUSSO-UKRAINIAN WAR STATEMENT
The board is following developments in the ongoing Russo-Ukrainian War with the utmost attention. As part of their response to the war, economic sanctions have been imposed by the United Kingdom, European Union, United States, and others on the Russian Federation and some of its nationals, and countersanctions have also been imposed by Russia. The impact of the conflict and these sanctions cannot be precisely assessed at this stage. However, the effect on Data Base Factory Ltd is expected to remain limited. No impact of these events has been reported in the accounts for the year ended 31 December 2024.
During this period we continued with our strategy of investing in people. For the third year in succession, we navigated yet more uncertainty in the economy with confidence and returned a strong balance sheet at the end of the year.
STRATEGIC REPORT
The company is a member of an ineligible group within Part 15 of the Companies Act 2006 and is not required to prepare a strategic report in accordance with section 414B(b) of the Act.
DIRECTORS' RESPONSIBILITIES STATEMENT
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.
AUDITOR
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware. The director has taken all the steps that they ought to have taken as a director in order to make themself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The Auditors, Constantin, will be proposed for re-appointment at the forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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J H Syed
Director |
Report on the audit of the financial statements
In our opinion the financial statements of Data Base Factory Ltd (the ‘company’):
• give a true and fair view of the state of the company’s affairs as at 31/12/2024 and of its profit for the year then ended.
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the income statement
• the statement of comprehensive income,
• the statement of financial position,
• the statement of changes in equity,
• the summary of significant accounting policies,
• the related notes 1 to 13.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
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 framework 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, 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.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the risk of cut-off on revenue as the area where the financial statements were most susceptible to material misstatements due to fraud and our procedures performed to address it are described below:
• Obtaining an understanding of management's process and the testing of design and implementation of controls addressing this risk,
• Performing analytical procedures to identify any unusual relationships that may indicate an error in the revenue recognised for the year, and
• Selecting a sample of near to year end and after year end transactions, ensuring that the revenue is recognised in accordance with the transfer of risk and rewards.
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 and external legal counsel 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.
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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the directors’ report has 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 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; or
• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
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
Chartered Accountants and Statutory Auditor
London
EC1A 9LQ
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Turnover | 3 |
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| Cost of sales | (
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| Gross profit |
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| Administrative expenses | (
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| Operating profit/(loss) |
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| Interest receivable and similar income |
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| Profit/(loss) before taxation | 4 |
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| Tax on profit/(loss) | 6 |
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| Profit/(loss) for the financial year |
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| £ | £ | |||
| Profit/(loss) for the financial year |
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive income/(loss) |
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| Note | 2024 | 2023 | ||
| £ | £ | |||
| Fixed assets | ||||
| Tangible assets | 7 |
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| 58,566 | 87,544 | |||
| Current assets | ||||
| Debtors | 8 |
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| Cash at bank and in hand |
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| 1,303,709 | 1,313,291 | |||
| Creditors: amounts falling due within one year | 9 | (
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| Net current assets | 928,626 | 629,207 | ||
| Total assets less current liabilities | 987,192 | 716,751 | ||
| Net assets | 987,192 | 716,751 | ||
| Capital and reserves | 10 | |||
| Called-up share capital |
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| Share premium account |
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| Profit and loss account |
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| Total shareholder's funds | 987,192 | 716,751 |
The financial statements of Data Base Factory UK Ltd (registered number:
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J H Syed
Director |
| Called-up share capital | Share premium account | Profit and loss account | Total | ||||
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| At 01 January 2023 |
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| Loss for the financial year |
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| Total comprehensive loss |
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| At 31 December 2023 |
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| At 01 January 2024 |
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| Profit for the financial year |
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| Total comprehensive income |
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| At 31 December 2024 |
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The financial statements have been prepared on the going concern basis and in accordance with applicable United Kingdom Accounting Standards, including Financial Reporting Standard 102 - the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland ('FRS 102'), and with Companies Act 2006. There were no material departures from that standard.
The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts. There are no changes to opening equity and profit for the comparative period.
Data Base Factory UK Ltd (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 8 Harbour Exchange Square, London, E14 9HF, United Kingdom.
The principal activities are set out in the Directors’ 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 £.
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- the requirements of Section 7 Statement of Cash Flows;
- the requirement of paragraph 3.17(d);
- the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c);
- the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
- the requirement of paragraph 33.7.
In assessing whether the going concern basis is appropriate, the directors take into account all available information about the future, which is at least, but is not limited to, 12 months from the date of signing these financial statements.
The financial statements have been prepared on the going concern basis, which the directors believe to be appropriate. The directors continue to monitor the company's funding strategy and have prepared forecasts which underpin the going concern basis for the company.
At the date of approval of these financial statements the directors believe that the company, with continued and ongoing financial support from its parent company, will continue to operate successfully for the foreseeable future and be able to meet its liabilities as and when they fall due.
Foreign exchange gains and losses resulting from the settlement of transactions and from translation of monetary assets and liabilities denominated in foreign currencies at the reporting date are recognised in the income statement.
Turnover from the provision of services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when the following conditions are satisfied:
- the amount of turnover can be measured reliably;
- it is probable that consideration due will be received;
- the stage of completion of the contract at the reporting date can be measured reliably, and
- the costs incurred, or to be incurred, can be measured reliably.
Turnover recognised upon the provision of the service.
Defined contribution schemes
The company operates a defined contribution pension scheme. A defined contribution scheme is a plan under which the company pays fixed contributions into a separate legal entity. Once the contributions have been paid, the company has no further payment obligations.
Contributions payable to the company's pension scheme are recognised in the statement of income and retained earnings in the period to which they fall due. Amounts not paid by the reporting date are shown within accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
| Fixtures and fittings |
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The assets' residual values; useful lives and depreciation methods are reviewed periodically and prospectively adjusted where appropriate; or where there is an indication of a significant change since the last reporting date.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount, and are recognised in the statement of income statement.
The Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by hire purchase are depreciated over the useful economic life. Assets acquired by finance lease are depreciated over the term of the lease, or useful economic life if shorter.
Finance leases are those where substantially all of the risks and benefits of ownership are assumed by the company. Obligations under such agreements are included in creditors, net of finance charges allocated to future periods. The finance element of the rental payment is charged to the statement of income and retained earnings so as to produce a constant, periodic rate of charge on the net obligation outstanding in each period.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Income Statement as described below.
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors; loans from banks and other third parties; loans to related parties and investments in non-puttable ordinary shares.
Debt instruments, other than those wholly payable or receivable within one year, including loans and other accounts receivable and payable are initially measured at the present value of future cash flows, and subsequently measured at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured at the undiscounted amount of consideration expected to be paid or received. If the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not at a market rate, the financial asset or liability is initially measured at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument, and subsequently measured at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment, and such impairments is recognised in total comprehensive income.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and the future periods where the revision affects both current and future periods.
In the directors' view there are no key judgements or sources of estimation uncertainty that are required to be disclosed in these financial statements.
Turnover represents the fair value of services provided to customers during the financial year excluding value added tax.
Breakdown by geographical market:
An analysis of the Company's turnover by geographical market is set out below.
| 2024 | 2023 | ||
| £ | £ | ||
| United Kingdom | 1,794,314 | 6,210,149 | |
| Europe | 552,927 | 0 | |
| 2,347,241 | 6,210,149 |
Profit/(loss) before taxation is stated after charging/(crediting):
| 2024 | 2023 | ||
| £ | £ | ||
| Depreciation of tangible fixed assets (note 7) |
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| Operating lease rentals |
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| Foreign exchange losses |
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| Auditors' remuneration |
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| 2024 | 2023 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: | |||
| Directors |
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| Management |
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| Operations staff |
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Their aggregate remuneration comprised:
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| £ | £ | ||
| Wages and salaries |
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| Social security costs |
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| Other retirement benefit costs |
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| 0 | 4,863,046 |
Accounted for as follows:
| Expensed in financial year | 0 | 4,863,046 |
As of 31 December 2023, all employment contracts were transferred from Data Base Factory Ltd to another UK group company. As such, there were no staff and no staff costs relating to Data Base Factory Ltd in the year ended 31 December 2024. Data Base Factory Ltd was invoiced by the other group company in 2024 for the services of staff. Costs relating to the direct generation of turnover was included in Cost of Sales, and costs relating to other services have been accounted for as Administrative Expenses in these financial statements.
| 2024 | 2023 | ||
| £ | £ | ||
| Current tax on profit/(loss) | |||
| UK corporation tax |
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| Transfers from group companies in respect of group relief transfers | (
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| Total current tax | (
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| Total tax on profit/(loss) | (
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The tax assessed for the year is lower than (2023: higher than) the standard rate of corporation tax in the UK:
| 2024 | 2023 | ||
| £ | £ | ||
| Profit/(loss) before taxation | 13,309 | (203,287) | |
| Tax on profit/(loss) at standard UK corporation tax rate of 25% (2023: 23.52%) |
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| Effects of: | |||
| Expenses not deductible for tax purposes |
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| Utilisation of tax losses not previously recognised | (
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| Fixed asset differences | 6,705 | (9,775) | |
| Movement in unrecognised defered tax | (4,639) | 55,088 | |
| Total tax credit for year | (257,132) | 0 |
Pillar Two of the Organisation for Economic Co-Operation and Development's (“OECD's”) Two Pillar Solution provides for the taxation of income of large groups at a minimum effective rate of 15% on a jurisdictional basis.
The Company is a wholly-owned subsidiary of Intermediate Capital Group PLC, which is incorporated in England and Wales and is the ultimate parent undertaking for the Comdata Group. The Group is within scope of the OECD Pillar Two model rules.
Pillar Two legislation received Royal Assent on 11 July 2023 in the United Kingdom and applies to accounting periods beginning on or after 31 December 2023. As the Group’s effective tax rate in the UK is above 15%, the Company does not suffer any additional Pillar two top-up taxes by the application of Pillar Two.
The Company has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to Section 29 issued in July 2023.
| Fixtures and fittings | Office equipment | Computer equipment | Total | ||||
| £ | £ | £ | £ | ||||
| Cost | |||||||
| At 01 January 2024 |
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| Additions |
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| At 31 December 2024 |
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| Accumulated depreciation | |||||||
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| Charge for the financial year |
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| At 31 December 2024 |
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| Net book value | |||||||
| At 31 December 2024 | 42,591 | 0 | 15,975 | 58,566 | |||
| At 31 December 2023 | 54,481 | 0 | 33,063 | 87,544 |
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| Trade debtors |
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| VAT recoverable |
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| Other debtors |
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| Prepayments |
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| £ | £ | ||
| Obligations under finance leases and hire purchase contracts |
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| Trade creditors |
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| Payroll taxes payable |
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| Other taxation and social security |
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| Accruals |
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| Other creditors |
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| Presented as follows: | |||
| Called-up share capital presented as equity | 1,053 | 1,053 |
Share premium represents the premium arising on the issue of shares net of issue costs.
Retained earnings represent distributable reserves of accumulated profits and losses.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| within one year |
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| between one and five years |
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The hire purchase liabilities are secured on the underlying assets.
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 smallest group company for which group accounts are prepared which include the company is Kronosnet Topco s.l., a company registered in Spain. Accounts are available from C. de Albacete, 5, Cdad. Lineal, 28027 Madrid, Spain