Company No:
Contents
| DIRECTORS | Richard Beenstock (Resigned 25 January 2024) |
| Andri Orn Gunnarsson (Appointed 02 April 2024) | |
| Iris Arna Johannsdottir |
| REGISTERED OFFICE | Nations House |
| 103 Wigmore Street | |
| London | |
| W1U 1QS | |
| United Kingdom |
| COMPANY NUMBER | 14481087 (England and Wales) |
| AUDITOR | BKL Audit LLP |
| Statutory Auditor | |
| 35 Ballards Lane | |
| London | |
| N3 1XW |
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
GOING CONCERN
REVIEW OF THE BUSINESS
Turnover for the financial year amounted to £2,979,542 (2023: £1,211,397). The company incurred a loss after taxation totalling £94,262 (2023: loss £101,239).
The net current liability position of the company as at the financial year end amounted to £195,500 (2023: net current liability £101,238).
DIVIDENDS
No dividend was paid for the current financial year (2023: £Nil).
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the company's policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The company does not use derivative financial instruments for speculative purposes.
Cash flow risk
The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
Credit risk
The company's principal financial assets are bank balances and cash, trade debtors and other receivables, and investments.
The company's credit risk is primarily attributable to its trade debtors. The amounts presented in the Balance Sheet are net of impairment. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
The company has no significant concentration of credit risk, with exposure spread over a number of counterparties.
Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses short-term debt finance.
Further details regarding liquidity risk can be found in the Statement of accounting policies in the financial statements.
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 25 January 2024) |
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(Appointed 02 April 2024) |
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DIRECTORS' INDEMNITIES
POLITICAL CONTRIBUTIONS
There were no Political donations made during the year (2023: Nil).
STRATEGIC REPORT EXEMPTION
The company is exempt from the requirement to prepare a strategic report under section 414B of the Companies Act 2006 because it is a subsidiary undertaking and included in the consolidated accounts of its parent.
EVENTS AFTER THE BALANCE SHEET DATE
In September 2025, the Company issued additional share capital to Kvika Banki. This transaction was undertaken as part of a wider process to wind down the entities within the group.
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.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
The auditors, BKL Audit LLP (BKL), 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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Iris Arna Johannsdottir
Director |
Andri Orn Gunnarsson
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.
We have audited the financial statements Kvika Credit II (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position, the accounting policies, and the related notes 1 to 15, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements of Kvika Credit II Ltd (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 Republic of Ireland"; 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.
We draw attention to note 1 in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in this respect.
Other information
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.
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 have been prepared in accordance with applicable legal requirements
* the financial statements for the year ended 31 December 2023 were not audited and we do not express an opinion on the corresponding figures
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 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 by the company, or returns adequate for our audit have not been received from branches not visited by us; or
* the company 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
As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
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 obtained an understanding of the company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect of the financial statements.
* We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience and the financial services sector.
* We determined the principal laws and regulations relevant to the company in this regard to be those arising from the Companies Act 2006, relevant tax legislation.
* We designed our procedures to ensure the audit team considered whether there any indicators of non-compliance with those laws and regulations. These procedures included, but were not limited to:
• Discussions with management of any known, or suspected instances of non-compliance by the group and parent company.
• Discussions with management of any, or suspected, incidence of fraud.
• Review of board minutes and any other correspondence where deemed appropriate.
* We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, there was potential for management bias in relation to the recognition of revenue. To address this risk, our audit procedures included our audit procedures included obtaining and reviewing relevant agreements, independently recalculating amounts recognised, including charges and income, and agreeing a sample back to the underlying terms and conditions.
* We addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for 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.
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.
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 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.
For and on behalf of
Statutory Auditor
London
N3 1XW
| Note | Year ended 31.12.2024 |
Period from 14.11.2022 to 31.12.2023 |
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| £ | £ | |||
| Turnover | 3 |
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| Cost of sales | (
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| Gross loss | (
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(
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| Administrative expenses | (
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(
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| Operating loss | (
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(
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| Interest receivable and similar income | 4 |
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| Loss before taxation | 5 | (
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(
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| Tax on loss |
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| Loss for the financial year/period | (
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| Retained deficit at the beginning of financial year/period | (
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| Loss for the financial year/period | (
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| Retained deficit at the end of financial year/period | (
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The notes on pages 14 to 23 form part of these financial statements.
| Note | 31.12.2024 | 31.12.2023 | ||
| £ | £ | |||
| Current assets | ||||
| Debtors | ||||
| - due within one year | 8 |
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| - due after more than one year | 8 |
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| Cash at bank and in hand | 9 |
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| 40,328,676 | 29,404,612 | |||
| Creditors: amounts falling due within one year | 10 | (
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| Net current liabilities | (195,500) | (101,238) | ||
| Total assets less current liabilities | (195,500) | (101,238) | ||
| Net liabilities | (195,500) | (101,238) | ||
| Capital and reserves | 12 | |||
| Called-up share capital |
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| Profit and loss account | (
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| Total shareholder's deficit | (195,500) | (101,238) |
The financial statements of Kvika Credit II Ltd (registered number:
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Iris Arna Johannsdottir
Director |
Andri Orn Gunnarsson
Director |
The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.
Kvika Credit II 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 Nations House, 103 Wigmore Street, London, W1U 1QS, 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 Company was entitled to exemption from including a Cash Flow statement under FRS 1.12.
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
The financial statements have been prepared on a basis other than going concern, reflecting the planned discontinuation of the Company’s activities as part of changes to Kvika Banki’s UK funding structure. Assets and liabilities were stated at par, with all balances settled in Q1 2025 without any loss or solvency concerns.
Exchange differences are recognised in the Statement of Income and Retained Earnings 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.
Current or deferred taxation assets and liabilities are not discounted.
i. Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
ii. Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements.
These 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 recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to.
The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.
Non-derivative financial assets
Basic financial assets, including trade receivables and other receivables, cash and cash equivalents, are initially recognised at transaction price. Such assets are subsequently measured at amortised cost using the effective interest method. At the end of each reporting period financial assets at amortised cost are assessed for objective evidence of impairment and are adjusted for any expected credit loss allowance.
Given the nature of the trade and other receivables, and the short-term of time between origination and settlement, their amortised cost is the same at the transaction price. 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.
Non-derivative financial liabilities
Basic financial liabilities, including trade and other payables, are initially recognised at fair value. Debt instructions are subsequently carried at amortised cost, using the effective interest method.
Given the nature of trade and other payables, and the short-term of time between origination and settlement, their amortised cost is the same as the transaction price. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expired.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
All items of administrative expenses are recognised on an accrual basis.
Cost of funds are charged to the Statement of Comprehensive Income over the term of the related financial liability using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
Trade and other debtors are initially recognised at transaction price and are subsequently measured at amortised cost using the effective interest method, less impairment losses, except where discounting would be immaterial, in which case they are stated at cost less impairment.
At each reporting date, the Company assesses whether there is objective evidence of impairment. Provisions are recognised based on an assessment of recoverability, taking into account the ageing of balances, historical collection experience and any specific knowledge of individual debtors. Impairment losses are recognised in profit or loss and reviewed at each reporting date.
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 financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.
Critical judgements in applying the company’s accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
At each reporting date, the Company assesses whether there is objective evidence that a financial asset measured at amortised cost is impaired. If such evidence exists, an impairment loss is recognised in profit or loss.
For trade receivables, impairment provisions are recognised based on an assessment of recoverability. This includes consideration of the ageing of balances, historical credit loss experience and factors specific to individual debtors, as well as current economic conditions at the reporting date. Where appropriate, a provision matrix may be used to estimate losses on outstanding balances.
For loans and advances to customers and other financial assets, impairment is assessed individually for significant balances and collectively for groups of assets with similar risk characteristics. The assessment considers factors such as payment default, breaches of contractual terms and adverse changes in the financial position of the borrower.
Any impairment loss represents the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Impairment losses are reviewed at each reporting date and adjusted to reflect changes in estimates.
Turnover represents the fair value of 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.
| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Interest receivable | 2,979,542 | 1,211,397 |
Turnover is wholly attributable to the principal activity of the company and arises solely within the United Kingdom.
| Year ended 31.12.2024 |
Period from 14.11.2022 to 31.12.2023 |
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| £ | £ | ||
| Interest receivable and similar income |
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Loss before taxation is stated after charging/(crediting):
| Year ended 31.12.2024 |
Period from 14.11.2022 to 31.12.2023 |
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| £ | £ | ||
| Foreign exchange losses/(gains) |
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(
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An analysis of the auditor's remuneration is as follows:
| Year ended 31.12.2024 |
Period from 14.11.2022 to 31.12.2023 |
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| £ | £ | ||
| Fees payable to the company’s auditor and its associates for the audit of the company's annual financial statements: | 25,000 | 0 | |
| Total audit fees |
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| 31.12.2024 | 31.12.2023 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: |
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Both directors were compensated by the wider group.
| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Debtors: amounts falling due within one year | |||
| Trade debtors |
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| Prepayments and accrued income |
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| Debtors: amounts falling due after more than one year | |||
| Trade debtors |
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| Amounts owed by group undertakings (note 13) |
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| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Cash at bank and in hand |
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| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Amounts owed to group undertakings (note 13) |
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| Amounts owed to parent undertakings (note 13) |
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| Accruals |
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Amounts payable to group undertakings are repayable on demand.
The carrying values of the company’s financial assets and liabilities are summarised by category below:
| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Financial assets | |||
| Measured at undiscounted amount receivable | |||
| Trade debtors (note 8) |
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| Amounts owed by Group undertakings (note 8) |
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| 37,437,815 | 29,402,589 | ||
| Financial liabilities | |||
| Measured at undiscounted amount payable | |||
| 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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(
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| (40,496,476) | (29,503,150) |
| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| Presented as follows: | |||
| Called-up share capital presented as equity | 1 | 1 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
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.
Transactions with group companies
Amounts owed to Parent undertakings
| 31.12.2024 | 31.12.2023 | ||
| £ | £ | ||
| Kvika Banki |
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A copy of the Kvika Banki hf. consolidated financial statements are available at www.kvika.is.
| Year ended 31.12.2024 |
Period from 14.11.2022 to 31.12.2023 |
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| £ | £ | ||
| Turnover | |||
| Interest revenue |
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| Cost of sales | |||
| Cost of Funds | (
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(
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| Gross loss | (
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(
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| Administrative expenses | |||
| Bank charges | (
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(
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| Impairment provision | (
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| (Loss)/gain on foreign exchange transactions | (
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| Audit fees | (
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| Accountancy fees |
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(
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| (66,318) | (3,285) | ||
| Operating loss | (
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(
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| Interest receivable and similar income | |||
| Bank interest receivable |
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| Loss before taxation | (
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(
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