Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
COMPANY INFORMATION
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PXP SOLUTIONS LIMITED
CONTENTS
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PXP SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
Organisational overview
PXP Solutions Limited is a subsidiary of PXP Financial Group Limited. The principal activity of the company is that of software design with technical support and computer consultancy services. Business Model PXP Solutions provides an omnichannel technical payment gateway solution to merchants with a focus on cards and alternative payment methods. The suite of solutions offered by the company, which creates added value for our clients (and their customers), include SOC II and PCI Level 1 hosting, P2PE certified applications, Tokenisation and Offline and Online PIN verification for processing local debit/credit cards in online PIN regions across multiple payment channels. The company services merchants in the UK, numerous countries in Europe and in North America, offering a robust, safe and secure technical solution, which provides continuous service, operating 24 hours a day, 365 days a year. Strategy PXP Solutions Limited has continued to enhance its ANYpay payment platform throughout 2022. On an ongoing basis, the business employs a mix of tactical and strategic enhancements and upgrades to maintain and develop the platform and technology it offers. PXP Solutions Ltd offers an agnostic solution to merchants by continuing to certify against multiple acquirers, and on an ongoing basis, integrates additional terminal to its portfolio of solutions. In particular, the omnichannel solutions were enhanced with additional device capability, including the integration with the Ingenico Tetra range of devices, card on file (COF) and merchant initiated transaction (MIT) transaction support across the range of supported acquirers. Performance Assessment, financial review and key performance indicators A key performance indicator for the company is that of processed transaction numbers, which have increased by 36.5% (31 December 2021: decrease of 44.9%) from prior year. As discussed further below, the reduction in 2021 was mainly due to impact of the Covid19 pandemic. At the start of 2019, the Board of Directors agreed a 3 year strategic and financial plan for the Company with the PXP Group’s shareholder, with a key focus on growing the business through winning new customers and business, broadening the products and services offered to customers, and delivering on opportunities to cross and up sell additional services to the Company’s existing customers. Furthermore, this strategy also focused on developing and delivering a full omnichannel acquiring service to customers, including Point of Sale (‘PoS’) Acquiring, where in the Directors view, there is a significant opportunity to deliver future revenue growth. Due to the global Covid19 pandemic and its effects in 2020 and 2021 the Company made relatively slower than originally planned progress on delivery of its 3 year strategic plan and the associated benefits to revenue and EBITDA (being the Company’s key measure of financial trading performance). In March 2022, the sale of the Company’s parent company, PXP Financial Group Limited (and its subsidiaries including PXP Solutions Limited) completed resulting in a change in the Shareholders of the Group. As a result, the management team of the Company and broader PXP Financial Group engaged in discussion with the new Shareholders on the overall strategy and direction of the Company. In addition, changes in the management team were made during 2022, strengthening the existing team in key areas. Following discussion with the new Shareholders it was agreed that the Company’s overall focus and strategic plan would remain broadly unchanged, with a focus on winning new customers, cross- and up-sell of additional services and delivering a full omnichannel Acquiring service to customers. The Directors also agreed on additional focus areas including driving additional business growth via partner relationships and the development of additional products and services to enhance the Company’s existing product offering.
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PXP SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Given the trend in significant increases in cost inflation which emerged during the year, the Board also took a decision to undertake further work focused on delivering additional operational synergies and efficiencies and to identify opportunities to streamline the Company’s overhead costs, while maintaining a focus on operational and customer service, and product developments and enhancements.
Furthermore, the Directors also recognise that the Company operates as an integral part of the broader PXP Financial Group, whereby on a day to day basis the business is operated and managed as an overall combined Group, with decisions taken and each individual entity operating, with the aim of delivering the best financial outcome for the Group overall. Risks and uncertainties Risk management is an integral part of managing our business and PXP Solutions Limited formally maintains and reviews its risks register on a regular basis. Due to the nature of the technical services offered, the key risks to the company are technology related. In order to mitigate those risks the Company has appropriate and robust policies and procedures in place. IT risk The Company is exposed to significant IT risks through the processing of financial transactions through its payments gateway. The key risks include ensuring the availability of the payment gateway to payment processors and customers and ensuring that the data transferred throughout the payment gateway is safe and secure. PXP Solutions Limited continues to ensure its Data Security Policy and measures it employs, are robust and effective in mitigating any IT risks. In addition, the Company’s approach to managing and mitigating these risks are assessed through regular external audits by Qualified Security Assessors and its ongoing certification to the Payment Card Industries Data Security Standards (PCI DSS). Credit Risk Credit risk is the risk of financial loss to the Company where a customer fails to meet their contractual obligations. Due to the nature of the service offered, the Company is able to switch off the service to customers to process payment transactions, where it becomes clear there is a likelihood that the customer cannot pay for the ongoing service. In addition, the Company’s customer base is typically long standing and invoices payable are monitored closely to highlight any overdue payments. We therefore feel we are in a strong position to ensure customers pay in accordance with their contracted terms and this is proactively managed on an ongoing basis. Emerging risk As well as assessing ongoing risk, we also consider how the business could be affected by emerging risks over the longer term. These are risks which may develop but have a greater level of uncertainty attached to them. It is often possible to predict the potential impacts of emerging risks, but less possible to predict their likelihood, timing and velocity. The global coronavirus pandemic involving the spread of Covid 19 presented a number of different risks to the business through 2020 and 2021. Given the success of COVID vaccination programmes and easement of the covid measures and restrictions the material risks due to COVID had substantially reduced by the start of 2022, with the situation broadly returning to a more normalised pre-COVID position. It is the Directors' view that the business will remain resilient and continue to mitigate further COVID risks should they arise. A new emerging risk to the business relates to the global increase in inflation and general costs. This was exacerbated by Russia’s invasion of Ukraine in early 2022, however has been also attributed to the impact on global supply chains of the COVID pandemic as well as the ongoing impacts of climate change and global warming. Given the complexity and likely combined causes of the significant increases in prices and inflation, in the Directors’ view, it is not possible to identify one of the above factors as being the single underlying cause.
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PXP SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company, along with the vast majority of businesses and individuals, has seen an impact of the global increase in costs, with the main impacts being in relation to staff cost inflation and energy prices as well as an increased rate of annual increases in other overhead costs. The Directors have taken steps to manage the impact of this, through actions to manage overall operating costs and identify cost efficiencies, as well as looking at opportunities to revise pricing of services provided by the Company to both new and existing customers. The Directors will continue to monitor the ongoing impacts of cost inflation and will takes further measures as required. In their view, the overall rate of inflation will reduce over time including as a result of actions taken by Central Banks to increase interest rates as one of the measures available to them to bring down the headline rate of inflation.
Corporate governance As a recognised payment gateway, we must ensure we are in compliance with PCI standards. The PXP Group has established compliance and risk management processes through the use of workshops, committees, and regular and timely reporting to ensure that risks are identified, monitored and appropriately managed on an on going basis and that significant risks are escalated to the board of directors when necessary.
This report was approved by the board and signed on its behalf.
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PXP SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The Directors present their report and the financial statements for the year ended 31 December 2022.
The profit for the year, after taxation, amounted to £300,009 (2021 - loss £286,909).
The Directors who served during the year were:
The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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PXP SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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PXP SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PXP SOLUTIONS LIMITED
We have audited the financial statements of PXP Solutions Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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.
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 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.
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PXP SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PXP SOLUTIONS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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PXP SOLUTIONS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PXP SOLUTIONS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- Enquiry of management around actual and potential litigation and claims, and any known instances of non-compliance; - Reviewing minutes of meetings of those charged with governance; - Performing audit work over the risk of management override of controls, 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; and - Reviewing our work throughout the audit file for evidence of non-compliance. Due to factors such as the use of judgement, sample testing and the inherent limitations of internal control, these procedures are capable of obtaining reasonable, but not absolute, assurance that irregularities have been detected.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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
Chartered Accountants
Statutory Auditors
Causeway House
1 Dane Street
Hertfordshire
CM23 3BT
Date:
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PXP SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
REGISTERED NUMBER: 02117319
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 24 form part of these financial statements.
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PXP SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company is a private company limited by shares and is incorporated in England and Wales. The address of its Registered Office is The Corn Mill, 1 Roydon Road, Stanstead Abbotts, Hertfordshire, SG12 8XL.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of PXP Financial Group Limited as at 31 December 2022 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Company made a profit after tax for the year of £300,009 (2021: loss £286,909) and had net current liabilities as at 31 December 2022 of £2,929,516 (2021: net current liabilities £3,230,409.).
The Company continues in the short term to be reliant on the continued support of its shareholder in order to be able to meet some of its day to day liabilities. The Directors are confident of the continued support. The company’s strategy is to grow its business through increasing revenue with its existing customers, including offering additional services to those customers, as well as winning business with new customers. The Directors are of the view that this will ultimately mean the company becomes self sufficient and will be no longer reliant on support from its shareholder. Turnover derives mainly from services provided under software and support agreements, which comprise of licence fees; set up fees; engineering consultancy fees; sale of hardware; support and maintenance charges for the term of the agreement. Fees from hosting, support and maintenance agreements are invoiced in advance of the services provided and an adjustment is made at period end to account for the deferred income element. For all existing agreements and where customers are operated on a hosted service, volume invoices are generated at month end for the number of transactions processed through the company's platforms. The revenue is recognised in the month or year in which the process or service took place and is therefore not subject to the same deferment adjustment as with the above. Turnover relating to the sale of perpetual licences are recognised in full at the time the sale takes place. Non trading Income, included within other operating income, relates largely to recharge for facilities to other members of the group for the usage of The Corn Mill offices, along with intercompany transactions related to Intellectual Property.
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are deprecated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of Comprehensive Income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.
A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and libilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities are not discounted.
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Monetary assets and liabilities denominated in foreign currencies are translated into sterling rates of exchange ruling at the reporting date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange gains and losses are recognised in the Statement of Comprehensive Income.
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial libility or financial asset.
The company's ordinary shares are classified as equity instruments.
Trade and other receivables
Trade and other receivables are attributable to activities relating to software design with technical support and computer consultancy services and are recognised at fair value. Trade and other receivables are recognised when an invoice is raised and credit control processes are in place to collect any debts which have been paid within the designated payment terms. The receivables balances is subsequently cleared once payment has been received. Other receivables consists of security deposits and prepaid expenses. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the Statement of Comprehensive Income as a bad debt. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Trade and other payables
Trade and other payables are generated through the normal means of trading and are recognised at fair value. The payables balance is subsequently cleared once payment has been made. All suppliers' terms and credit periods are adhered to by the Company. Other payables show balances which are due to be paid on behalf of employee related creditors. Trade payables are measured at fair value. Other financial liabilities Loans from group companies are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest method. The difference between the fair value of the loan on initial recognition and the amount of the proceeds is credited directly to equity as a capital contribution. Useful lives of tangible fixed assets Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the company's accounting policy. The selection of these estimated lives requires the exercise of management judgement. Useful lives are regularly reviewed and should management's assessment of useful lives shorten, then depreciation charges in the financial statements would increase and carrying amounts of the tangible fixed assets would reduce accordingly. The carrying amount of the tangible fixed assets by each class is included in note 13. Impairment of debtors The Company makes an estimate of the recoverable value of trade and other debtors. When assessing the recoverability impairment of trade and other debtors, management considers factors including the ageing profile of debtors and historical experience.
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Analysis of turnover by country of destination:
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
There were no factors that may affect future tax charges.
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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PXP SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company’s immediate holding company is
The Company's ultimate controlling party is Mr Omar Ali Chohan and Marisa Montrivisai-Chohan.
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