The Director is presenting the strategic report for the "the Group", comprising of Epayments Systems Limited ("the
Parent Company") and Epayments Technologies LLC ("the Subsidiary") for the year ended 30 April 2025.
Business review
The Parent Company is an electronic payment service provider that was founded in 2011 with customers in more than 190 countries from various sectors of the e-Commerce marketplace and the digital economy. The Company is registered with and regulated by the Financial Conduct Authority ("FCA") as an Electronic Money Institution (“EMI”), under the reference FRN 900172. The Parent Company provides E-Wallet accounts, prepaid MasterCard® cards, payments and merchant services to individual and corporate customers.
In December 2019, the Parent Company was subject to a routine supervision review by the Financial Conduct Authority. As a result of the FCA's findings, the Parent Company agreed to undergo a Voluntary Application for Imposition of Requirement ("VREQ") in February 2020. The requirements included the Parent Company not being able to onboard new customers, issue new e-money, provide any payment services to existing customers nor redeem any e-money without the FCA’s prior consent. As a result, the ability of the Parent Company to transact with customers stopped on a temporary basis.
The Parent Company received confirmation from the FCA on 24 December 2021 that the VREQ was lifted.
Epayments Technologies LLC was incorporated on 25 April 2018 to provide software development support to the Company. On the 6 of December 2024, the Parent Company sold the full share in Epayments Technologies LLC registered capital (99%).
On 5 of August 2022, the Board of Directors made the decision to solvently wind down the business due to the lack of sufficient progress toward “business as usual”. The Board anticipated that the wind-down will not involve any financial loss to creditors or customers. The Parent Company aims for all customer funds to be returned, and for all the obligations to be repaid in full.
Principal risks and uncertainties
Given the decision of the Board to wind down the Parent Company, the key strategic focus of the Parent Company is the completion of its customers’ refunds process and to ensure the solvent wind-down of the business. The principal risk for the Parent Company therefore relates to the effective and efficient execution of this strategy.
To mitigate this risk, the Parent Company:
performs and regularly updates the cashflow projections;
prepares the analysis of its budgets and resources;
has in place a Board approved Wind-down Plan that is continually refined.
Going concern
These financial statements have therefore not been prepared on a going concern basis. The Director is of the opinion that no adjustments are required to the financial statements as a result of the use of a basis other than going concern.
Liquidity risk
The Company's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking damage to the Parent Company's reputation. This is supported by a robust planning process which has the full involvement of the management team. The capital position of the Parent Company is also monitored to ensure compliance with capital adequacy requirements.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The main credit risk to which the Parent Company is exposed to is in respect of its debtors. However, since these are primarily inter-Company debtors, the risk is not considered to be significant. The financial risk arising from the possible non advance of credit by the Company’s trade creditors, either by exceeding the credit limit or not paying within the specified terms, is managed by prompt payment and regular monitoring of the trade balance and credit limit terms for all suppliers.
Operational risk
The availability of the Company’s products and services depends on the continuing operation of its information technology and communications systems, and on its banking partners. The internal systems may be subject to damage via its interruption from power loss, technical failures, computer viruses, cyberattacks and other attempts to harm the systems. To address the above risks, the Parent Company has two separate server locations. Transaction data is replicated at regular intervals to standby databases at the two sides. Transaction data is also saved as back-up data in the separate server locations as an additional contingency measure
Regulatory risk
The Parent Company, being a regulated firm in the UK, operating under the EMI rules as a UK institution, but transacting with customers who are domiciled across a large number of countries, always faces some uncertainty with regards to the regulatory requirements. Failure to comply with the regulatory requirements could lead to fines or other disciplinary action. The Parent Company was subject to the VREQ till December 2021, with the consequent impact to both its reputation and its financial resources. Following the VREQ process, the management team has been working to ensure that there is a high level of compliance procedures, policies and systems in place and that the Parent Company constantly monitors these to ensure that it is fully compliant at all times. The management team is confident that it will be able to monitor changes in regulation and assess the impact that any changes may have on the business and plans to ensure they have sufficient resources to implement those changes.
The Company remains committed to the highest standards of openness and integrity. A risk-based anti-money laundering (AML), counter-terrorist financing (CTF), anti-fraud, anti-corruption approach is taken, which includes all necessary measures to mitigate against financial crime. The Company abides by and adheres to all applicable laws and regulations regarding AML and CTF in all jurisdictions where it conducts its business, being the UK. The Company has developed and implemented a comprehensive set of measures to identify, manage and control all AML risks starting at on-boarding customers stage.
Other risks
The Company may be subject to potential claims from existing customers. The Company is seeking to mitigate such risk by ensuring refunds are made in line with the removal of restrictions.
The risk management function continues to actively monitor and assess risks to the Company, whether that be in respect of financial risks, operational risks and legal risks. The main objective of risk management is to ensure that appropriate policies and procedures are in place to enable the effective management of the risks to which the Parent Company is exposed and to ensure that these policies and procedures are effectively implemented and executed.
S172 Statement
The Director has complied with her responsibilities under Section 172 of the Companies Act 2006 which requires them to act in the way they consider, in good faith, would be most likely to promote the success of the Parent Company for the benefit of its members.
The Director is committed to ensuring the Company’s business remains sustainable, not only from the shareholders perspective, but also for the environment, customers, suppliers and others affected by Company activities. In so doing, the director has regard to the following matters:
The likely consequences of any decisions in the long term
By complying with Section 172, the Director has had regard to the interests of stakeholders affected by the Parent Company’s activities and to the likely consequences of decisions in the long-term. The Director regularly reviews the Company's position and strategies. The decisions of the Director reflect the need to consider the interests of the staff and the need to continue to develop a technological advantage versus incumbents, so the business is appropriately positioned to take best advantage of market conditions. The strategic priorities are cascaded down by the executive management through direct communication with those responsible for putting measures in place and taking action to achieve them.
(a) Interests of the Company's employees
The Group ensures that all employees are well-trained and looked after so that the staff provide the best possible service for the customers. In all instances, two-way communication is actively sought and encouraged.
Since the Parent Company enters the solvent wind-down process in August 2022, there were significant changes in the organisational structure and the number of the employees.
(b) Fostering business relationships with customers, suppliers and others
All relationships with partners and others engaged to supply services to the Company are formally recorded in written contracts, engagement letters, service level agreements and terms of business. The executive management monitors performance under these arrangements to pay the suppliers in accordance with the Company's agreed payment policy. Transparent two-way communication with the suppliers is actively sought and encouraged. The Company feels strongly about the customers and providing them with the best service available.
(c) The impact of the Company's operations on the community and the environment
The Director is committed to ensuring the Company’s business remains sustainable for the community, environment and others affected by the Company’s activities. It considers collaboration with quality partners important in ensuring the Company’s long-term success and sustainability. The performance in this respect is periodically reported to and reviewed by the Company’s Executive Management.
(d) Maintaining a reputation for high standards of business conduct
The Director recognises the importance of the Company building a reputation for high standards of business conduct to ensure the business remains sustainable, maximises its competitive advantage over the longer term and builds value for the shareholder.
The employees must comply with Company’s values as well as requirements of the FCA, which sets a high bar for conduct and how relationships and business are managed. This includes a comprehensive suite of Policies and Procedures.
(e) Acting fairly with the shareholder of the Company
The support and engagement of the shareholder is imperative to the business of the Company and the Director is committed to communicating effectively with the shareholder and understanding their needs and expectations. To achieve this, the Director encourages two-way communication with the shareholder and responds appropriately to ensure all questions or issues received from them are addressed in a timely manner.
There is also an on-going dialogue with the shareholder through formal communication of financial results and providing periodic updates in this respect.
On 5 of August 2022 the Board announced the decision to wind-down the Parent Company. Following this decision, the focus of the Company was transferred to the preparation of the wind-down plan in order to help reduce the risk of negative effects on customers, vendors and market participants. The Parent Company is concentrated on the assessment of the adequate resources to wind down in an orderly manner under challenging circumstances to be able to return all customers’ funds before it is closed. The Parent Company ensures that customers' funds continued to be safeguarded during the whole period of wind-down in accordance with the regulatory requirements.
The Parent Company develops the plan to set out the risks, scenarios, governance arrangements, operational procedures and estimated costs to wind-down the business to the point where it ceases its regulated activities and can be solvently dissolved.
The Parent Company is working closely with the FCA on the wind-down procedure to minimise any adverse impact on the customers, vendors and other stakeholders.
The Director believes the Parent Company is well placed to perform all the wind-down procedures solvently and in an orderly manner.
On behalf of the board
The Director presents her report and the financial statements for the year ended 30 April 2025.
The loss for the year, after taxation, amounted to £85,004 (2024: £860,779).
The Director does not recommend a dividend.
The Director who held office during the year and up to the date of signature of the financial statements was as
follows:
As permitted by S414c(11) of the Companies Act 2006, the Director has elected to disclose information, required to be in the Director's report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
There have been no material events occurring after the reporting date that require adjustment to or disclosure in these financial statements.
Qualified opinion
We have audited the financial statements of Epayments Systems Limited (the 'Parent Company') and its subsidiary (the “Group”) for the year ended 30 April 2025 which comprise the Group profit and loss, the Group balance sheet, the Company balance sheet, the Group statement of changes in equity, the Company statement of changes in equity, the Group cashflow statement and notes to the Group financial statements, 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).
Basis for qualified opinion
Emphasis of matter – financial statements prepared on a basis other than going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the director's report has been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with the Director and other management at the planning stage;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006 and taxation legislation.
We assessed the extent of compliance with the laws and regulations identified above through:
making enquiries of management;
inspecting legal expenditure and correspondence throughout the period for any potential litigation or claims;
considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations
To address the risk of fraud through management bias and override of controls, we:
determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
reviewed journal entries to identify any unusual transactions;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management; and
carried out substantive testing to check the occurrence and cut-off of expenditure.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and the company's legal advisors.
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.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
There were no items of other comprehensive income in either the current or prior year, other than the loss for the year. Consequently, a separate statement of other comprehensive income has not been presented.
As permitted by S408 Companies Act 2006, the Parent Company has not presented its own profit and loss account and related notes. The Parent Company’s loss for the year after taxation was £44,647 (2024 £652,857).
Epayments Systems Limited (“the Parent Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Building 1 Chalfont Park, Gerrards Cross, United Kingdom, SL9 0BG.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The Parent Company's functional currency is Euro (€). This differs from the presentational currency which is Sterling (£).
Transactions and balances
Foreign currency transactions are translated into the presentational currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
On consolidation, the results of overseas operations are translated into Sterling at the rates prevailing when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in the profit and loss account for the period.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated Group financial statements consist of the financial statements of the Parent Company Epayments Systems Limited together with all entities controlled by the Parent Company (its subsidiary) and the Group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 April 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The Subsidiary has been included in the Group financial statements using the purchase method of accounting. Accordingly, the Group statement of comprehensive income and statement of cash flows include the results and cash flows of the Subsidiary till the date of disposal.
In February 2020 the Parent Company agreed to be subject to a Voluntary Application for Requirement ("VREQ") following a routine supervision review by the Financial Conduct Authority. The requirements included prohibitions on conducting business with customers without the prior consent of the FCA, onboarding new customers, issuing new e-money, providing any payment services to existing customers or redeeming any e-money without prior consent of the FCA. As a result, the ability to transact with customers stopped. The director haa worked closely with the FCA since February 2020, with the business investing significantly in remediating the identified weaknesses, and in addition, taking substantial steps to enhance its governance, its broader operational capabilities and its operational resilience.
The Parent Company received confirmation from the FCA on 24 December 2021 that the VREQ was lifted with further regulatory oversight until the FCA permitted the Parent Company to return to "business as usual". The effects of the VREQ on the results for the year to April 2023 have been substantial.
However, due to a lack of sufficient progress towards "business as usual", the Board has taken the decision to permanently wind down the Parent Company. The Director anticipates that the closure will not involve any loss to creditors or customers.
These financial statements have therefore not been prepared on a going concern basis. The Director is of the opinion that no adjustments are required to the financial statements as a result of the use of a basis other than going concern.
Turnover is derived from transaction processing services provided in the course of the Company's activity as an issuer of electronic payment services. The timing and quantity of transaction processed is not determinable at the inception of the contract. The payment services comprise a series of distinct services that are substantially the same and have the same pattern of transfer to the customer over time. The Company has contracted with its customers to provide an electronic mechanism to enable the processing of electronic payments. The consideration received is contingent upon the customer's usage pattern and the type of transactions undertaken. As such, the total transaction price under a contract is variable. The Company allocates the commissions and fees charged to the period in which it has the contractual right to bill under the contract, which is typically at the point of transaction.
The Parent Company determines whether it is responsible for providing its payment services as a principal, or for arranging for the services to be provided by the third party as an agent. In this determination, the Parent Company assesses indicators including whether the Parent Company or the third party is primarily responsible for fulfillment of the contract and the extent to which the Parent Company has discretion over determining pricing for the good or service, as well as other considerations.
Prepaid card services are offered through MasterCard®. Revenue is earned either as a commission or fee calculated as a percentage of funds processed or as a fixed charge per transaction, pursuant to the respective customer, as well as accounting administration fees and income from inter-currency transactions. The revenue is recognised at the moment the services are provided to the customer.
Foreign exchange profit accounting involves recording the profit generated due to the changes in foreign exchange rates from the transactions conducted in the currencies other than the presentational currency.
Foreign exchange profit is recognised where it is probable that future economic benefit will flow to the entity and the gain can be reliably measured.
Revenue for provision of services is recognised when it is probable that an economic benefit will flow to the entity and the revenue and costs can be reliably measured.
Turnover from software development and maintenance services represents the fair value of consideration receivable for services provided in the normal course of business, net of value added tax and trade discounts. Turnover is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of turnover can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Investments in subsidiaries are measured at cost less accumulated impairment.
A Subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. 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). 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and 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. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Related party transactions
The Parent Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the Group.
Interest income
Interest income is recognised in profit or loss using the effective interest method.
Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Following the Board's decision to wind down the business, the Director has judged that it is not appropriate to prepare the financial statements on a going concern basis, and they have been prepared on a basis other than going concern as set out in note 1.4. In applying this basis, the Director has considered whether the carrying amounts of assets and liabilities require adjustment and, on the basis that the wind-down is expected to be completed solvently with all customer funds returned and all obligations settled in full, has concluded that no material adjustments to the carrying amounts of assets and liabilities are required as a result of adopting this basis.
The Group is owed a balance by its ultimate parent undertaking, Epayments Holdings Limited. Assessing the recoverability of this balance requires significant judgement regarding the ultimate parent's ability to settle the amount owed. During the year the Director recognised an impairment loss against the balance, which is carried in the Group and Parent Company balance sheets net of that impairment as at 30 April 2025. The Director considers the remaining balance to be recoverable; however, the amount ultimately recovered could differ from its carrying value, and were the balance to prove irrecoverable the effect on the Group's net assets would be material.
Interest on financial assets not measured at fair value through profit or loss was £866,408 (2024: £77,852).
The average monthly number of persons (including Directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The tax charge for the year is in line with the standard rate of UK corporation tax of 25% (2024: 25%). The reconciliation of the tax charge at the standard rate to the actual tax charge is set out below:
Factors that may affect future tax charges
The standard rate of corporation tax in the UK is 25%.
During the year the Group disposed of its only subsidiary undertaking. The following was a subsidiary of the Parent Company from the start of the year until the date of its disposal on 6 December 2024.
The Company holds assets on behalf of its customers amounting £17,195,351 (2024: £21,760,526). The Company manages safeguarded funds that are held in segregated bank or investment accounts. The balances in these segregated accounts belong to the Company's customers and represent cash given in return for the issuance of e-money. The Company does not have rights or control to disburse the balances in these accounts unless it is acting in accordance with instruction received from its customers to redeem the e-money that has been issued. When e-money is issued to a customer, a liability against the Company is recognised on the balance sheet. With consideration of the preceding facts, the recognition of these assets and liabilities in the balance sheet is considered relevant to a full understanding of the Company's financial performance and financial solvency position.
A defined contribution pension scheme is operated for all qualifying employees.
During the reporting year, the Company raised no additional share capital.
The total new share capital raised during the year is £nil (2024: £738,460). The share capital at the year end is £21,449,690 (2024: £21,449,690).
Non-controlling interest account includes the retained earnings owned by the minority interest of the Subsidiary at the year end amounted to £nil (2024: £404).
The profit and loss reserve includes all current and prior period retained profits and losses.
During the year, the Parent Company incurred expenses totaling £24,619 (2024: £214,671) for support services provided by a related party. Amounts owed at the year end were £51,440 (2024: £14,976).
Interest income accrued during the year on the subordinated loan provided to Epayment Holdings Limited (the Ultimate Parent Company) was £12,722 (2024: £13,603). As at the year end, the Company had accounts receivable from the Ultimate Parent Company totaling £325,054 (2024: £232,744).
Total remuneration paid by the Group in respect of key management personnel for the year was £291,345 (2024: £437,966).
The immediate and ultimate parent company is Epayments Holdings Limited, a company incorporated in Jersey with number 110641 , whose registered office is at 3rd Floor, Charter Place, 23-27 Seaton Place, St Helier, Jersey, JE4 OWH. Epayments Holdings Limited does not prepare consolidated financial statements and is controlled by the EXIF Trust.
There have been no material events occurring after the reporting date that require adjustment to or disclosure in these financial statements.
The disposal of Epayments Technologies LLC on 6 December 2024 was a non-cash transaction, no cash consideration was received, and the figures presented within investing activities represent the net book value of tangible fixed assets derecognised and the amount written off on disposal of the investment respectively.