VALITOR LIMITED
Company registration number 08053178 (England and Wales)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VALITOR LIMITED
COMPANY INFORMATION
Directors
Mr K M Carey
(Appointed 1 July 2022)
Mr A Shtilman
(Appointed 14 December 2022)
Ms M Naor
(Appointed 1 July 2022)
Secretary
BBA Fjeldco Limited
Company number
08053178
Registered office
BBA Fjeldco Limited
2nd Floor, Berkeley Square House
Berkeley Square
London
W1J 6BD
Auditor
Dyke Yaxley Limited
1 Brassey Road
Old Potts Way
Shrewsbury
Shropshire
SY3 7FA
VALITOR LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 24
VALITOR LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Fair review of the business
During the year, the company has continued to focus on simplification and efficiency of its operations and products, with good progress made towards a harmonised approach across its business units and markets. Emphasis has been placed on streamlining the product offering and building strong relationships with partners and customers.
Business segments
Valitor operates as an end-to-end payments solution provider, covering the key elements of the payments value chain from card issuing, merchant acquiring, and payment processing for merchants of all sizes. Valitor has experience in payments as an acquirer for Visa, MasterCard and AMEX and provides payments services directly to merchants in the UK and Ireland. Valitor exceeded its forecasted financial performance for 2022. The Company's financial structure was strengthened with increase of share capital amounting £1.6 million in April 2020 and Valitor operates as debt-free. Share capital will be further increased when and if needed.
Risk Management
The Company faces various risks associated with operating as financial undertakings that stem from its daily operations. Therefore, risk management is a fundamental part of the Company's operations. The main pillars of active risk management are identifying risk, quantification of the risks identified, the actions taken to mitigate or eliminate those risks and active monitoring.
Trust and integrity are critical factors in the operation. Cyber security risks are ranked as a high priority, and the focus is to ensure the confidentiality, integrity and availability of information systems and data. Valitor has established security policies and processes which are integrated into operational processes and enforced by security awareness training. The Board of Directors and Management recognise the importance of information security and the threat that cyber risks pose with a strong desire to face these challenges and a willingness to make changes where required.
Valitor values and code of ethics
The Company’s mission is to “make buying and selling easy”. Valitor honours the values, Trust, Collaboration and Excellence. It is of great importance to the Company and its operations to have employees that identify with and adhere to these values. A Company’s most valuable asset is trust and credibility, which is dependent on the ethics of its employees.
Corporate Governance
The Board of Directors of Valitor operates under both regulatory requirements and industry-approved guidance on good Corporate Governance to ensure continued quality operation of the Groups Corporate Governance and values. Good corporate governance contributes to open and reliable relations between employees, the Board, Shareholders, customers, and other stakeholders. Corporate Governance at Valitor provides the foundation for responsible management and decision-making. The Corporate Governance of Valitor is based on relevant laws and regulations as well as accepted guidelines that are in effect at the time the Company's annual accounts are approved by the Board.
Future Prospects
Valitor has a clear vision and strategy for the future. The main themes for 2022-2024 are simplification and efficiency and building a strong partnership model both in acquiring and issuing. Main focus in the product offering for acquiring has been on synchronising product strategy and offering a standardised product across all markets.
The Board of Directors has assessed the going concern of the Company and is satisfied that the Company has the resources to continue in business for the foreseeable future. The pandemic has had a significant impact on businesses and the global economy. Valitor, in common with other companies, is faced with the uncertainty that is associated with the pandemic and its impact on Valitor’s customers. This element of uncertainty could affect the revenues of Valitor and create a risk for the Group as well as for the Group’s customers. The Group's future operating return is also affected by operating requirements set by official authorities and the card associations. Significant changes to current operating conditions may affect the Group's financial return.
VALITOR LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators
In daily management, the use of KPIs support accurate decision making based on data and provide management with guidance on where to place focus. Valitor focuses on Service Availibility, Volume, EBITDA and Cost to Income ratio.
Board level KPIs focus on the shareholders' perspective and its return on the investment and are therefore mainly financial.
Mr A Shtilman
Director
9 February 2023
VALITOR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company is that of the provision of online and e-commerce payments solutions and acceptance solutions for small and medium size businesses in the UK & ROI with focus on standard solutions in POS and Ecom. The company operates as an authorised Electronic Money Institution by the UK’s Financial Conduct Authority under UK implementation of EMD and PSD2. The company is part of Valitor Group that provides international payment solutions emphasising its core values of trust, collaboration and excellence. Valitor's role is to provide its customers with services facilitating successful card payment transactions, thus making buying and selling easy.
Results and dividends
Valitor continues to improve its operations, and became profitable during the year 2022. The global coronavirus pandemic however had a considerable impact on its operations. The pandemic brought challenges in 2022, where lockdowns and travel restrictions had an impact on revenues. The pandemic has also impacted some of Valitor's vendors and thus created challenges where Valitor has a dependency on 3rd party deliverables. In common with the financial services industry there was an increase in cybercrime threats and the Company has taken steps to strengthen its defences and to minimise impact from potential service disruption.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr R K Alexander
(Resigned 1 July 2022)
H D Fjeldsted
(Resigned 14 December 2022)
Þ Hauksson
(Resigned 1 July 2022)
Mr K M Carey
(Appointed 1 July 2022)
Mr A Shtilman
(Appointed 14 December 2022)
Ms M Naor
(Appointed 1 July 2022)
Post reporting date events
Future Prospects
No event has arisen after the reporting period and up to the approval of these Financial Statements that require additional disclosures.
The Company's Board has made an assessment of the Company's ability to continue as a going concern and is satisfied that the Company has the resources to do so in the foreseeable future. Therefore, the Financial Statements continue to be prepared on a going concern basis.
The Company has been incurring operating losses for the past years and is aiming to remain profitable in the foreseeable future. Management has focused on optimisation of the operation, operating expenses are decreasing and the emphasis will continue to be on reducing them further. Non-profitable businesses have been sold from the Company.
Auditor
The auditor, Dyke Yaxley Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
VALITOR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
On behalf of the board
Mr A Shtilman
Director
9 February 2023
VALITOR LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
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). 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 judgements 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 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.
VALITOR LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VALITOR LIMITED
- 6 -
Opinion
We have audited the financial statements of Valitor Limited (the 'company') for the year ended 31 December 2022 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the 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).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 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.
VALITOR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VALITOR LIMITED
- 7 -
Matters on which we are required to report by exception
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.
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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
VALITOR LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VALITOR LIMITED
- 8 -
Irregularities including fraud
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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.
We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.
There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
We did not identify any key audit matters relating to irregularities, including fraud.
As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
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.
Stacey Lea FCA (Senior Statutory Auditor)
For and on behalf of Dyke Yaxley Limited
1 March 2023
Chartered Accountants
Statutory Auditor
1 Brassey Road
Old Potts Way
Shrewsbury
Shropshire
SY3 7FA
VALITOR LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
2022
2021
Notes
£
£
Turnover
2
12,614,823
9,549,555
Cost of sales
(9,210,541)
(6,950,600)
Gross profit
3,404,282
2,598,955
Administrative expenses
(2,676,339)
(3,956,735)
Other operating income
75,060
Operating profit/(loss)
3
727,943
(1,282,720)
Interest receivable and similar income
5
7,423
3
Interest payable and similar expenses
6
(8,989)
(1,627)
Profit/(loss) before taxation
726,377
(1,284,344)
Tax on profit/(loss)
7
271,572
Profit/(loss) for the financial year
997,949
(1,284,344)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
VALITOR LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
2022
2021
£
£
Profit/(loss) for the year
997,949
(1,284,344)
Other comprehensive income
-
-
Total comprehensive income for the year
997,949
(1,284,344)
VALITOR LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
9
88,561
252,292
Current assets
Stocks
10
393,496
477,863
Debtors
11
1,043,315
998,088
Cash at bank and in hand
2,382,382
1,324,364
3,819,193
2,800,315
Creditors: amounts falling due within one year
12
(790,904)
(662,134)
Net current assets
3,028,289
2,138,181
Total assets less current liabilities
3,116,850
2,390,473
Provisions for liabilities
Deferred tax liability
13
(271,572)
271,572
-
Net assets
3,388,422
2,390,473
Capital and reserves
Called up share capital
16
5,000,000
5,000,000
Profit and loss reserves
(1,611,578)
(2,609,527)
Total equity
3,388,422
2,390,473
The financial statements were approved by the board of directors and authorised for issue on 9 February 2023 and are signed on its behalf by:
Mr A Shtilman
Director
Company Registration No. 08053178
VALITOR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
5,000,000
(1,325,183)
3,674,817
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(1,284,344)
(1,284,344)
Balance at 31 December 2021
5,000,000
(2,609,527)
2,390,473
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
997,949
997,949
Balance at 31 December 2022
5,000,000
(1,611,578)
3,388,422
VALITOR LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
21
1,081,054
(1,554,636)
Interest paid
(8,989)
(1,627)
Net cash inflow/(outflow) from operating activities
1,072,065
(1,556,263)
Investing activities
Purchase of tangible fixed assets
(21,470)
(35,855)
Interest received
7,423
3
Net cash used in investing activities
(14,047)
(35,852)
Net increase/(decrease) in cash and cash equivalents
1,058,018
(1,592,115)
Cash and cash equivalents at beginning of year
1,324,364
2,916,479
Cash and cash equivalents at end of year
2,382,382
1,324,364
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
1
Accounting policies
Company information
Valitor Limited is a private company limited by shares incorporated in England and Wales. The registered office is BBA Fjeldco Limited, 2nd Floor, Berkeley Square House, Berkeley Square, London, W1J 6BD.
1.1
Accounting convention
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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents amounts receivable for services supplied.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
20% to 25% straight line
Computer equipment
25% to 33% straight line
Other assets
25% to 50% straight line
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 credited or charged to profit or loss.
Expenditure relating to office furniture and computer equipment is written off to the profit and loss account as it is incurred.
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
1.5
Impairment of fixed assets
At each reporting period end date, the company 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.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
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 company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Other financial assets
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.
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
1.12
Retirement benefits
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 18 -
2
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Acquiring income
3,163,245
3,450,888
Issuing income
9,451,578
6,098,667
12,614,823
9,549,555
2022
2021
£
£
Other revenue
Interest income
7,423
3
Grants received
-
75,060
3
Operating profit/(loss)
2022
2021
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(69,560)
184,026
Government grants
-
(75,060)
Fees payable to the company's auditor for the audit of the company's financial statements
12,600
24,200
Depreciation of owned tangible fixed assets
185,201
333,755
Impairment of owned tangible fixed assets
109,411
Operating lease charges
94,592
215,834
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
39
47
Their aggregate remuneration comprised:
2022
2021
£
£
Wages and salaries
1,831,746
2,108,033
Social security costs
215,064
235,197
Pension costs
88,324
94,080
2,135,134
2,437,310
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
5
Interest receivable and similar income
2022
2021
£
£
Interest income
Other interest income
7,423
3
6
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
8,989
1,627
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
7
Taxation
2022
2021
£
£
Deferred tax
Origination and reversal of timing differences
(271,572)
The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Profit/(loss) before taxation
726,377
(1,284,344)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
138,012
(244,025)
Tax effect of expenses that are not deductible in determining taxable profit
10,800
21,576
Unutilised tax losses carried forward
(157,702)
192,944
Permanent capital allowances in excess of depreciation
(262,682)
29,505
Taxation credit for the year
(271,572)
-
8
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2022
2021
Notes
£
£
In respect of:
Property, plant and equipment
9
109,411
Recognised in:
Administrative expenses
-
109,411
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
9
Tangible fixed assets
Fixtures, fittings & equipment
Computer equipment
Other assets
Total
£
£
£
£
Cost
At 1 January 2022
28,045
71,706
639,727
739,478
Additions
21,470
21,470
Disposals
(51,384)
(38,561)
(401,071)
(491,016)
Transfers
23,339
(33,145)
78,418
68,612
At 31 December 2022
338,544
338,544
Depreciation and impairment
At 1 January 2022
20,716
63,400
403,070
487,186
Depreciation charged in the year
7,329
8,306
169,566
185,201
Eliminated in respect of disposals
(51,384)
(38,561)
(401,071)
(491,016)
Transfers
23,339
(33,145)
78,418
68,612
At 31 December 2022
249,983
249,983
Carrying amount
At 31 December 2022
88,561
88,561
At 31 December 2021
7,329
8,306
236,657
252,292
More information on impairment movements in the year is given in note 8.
10
Stocks
2022
2021
£
£
Finished goods and goods for resale
393,496
477,863
11
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
380,504
221,467
Amounts owed by group undertakings
45,240
Other debtors
380,987
357,673
Prepayments and accrued income
281,824
373,708
1,043,315
998,088
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
12
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Trade creditors
99,691
71,000
Amounts owed to group undertakings
141,697
Taxation and social security
118,826
104,580
Deferred income
14
41,533
39,998
Other creditors
389,157
446,556
790,904
662,134
13
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2022
2021
Balances:
£
£
Accelerated capital allowances
(50,293)
-
Tax losses
(221,279)
-
(271,572)
-
2022
Movements in the year:
£
Liability at 1 January 2022
-
Credit to profit or loss
(271,572)
Asset at 31 December 2022
(271,572)
The deferred tax liability set out above is expected to reverse within [12 months] and relates to accelerated capital allowances that are expected to mature within the same period.
14
Deferred income
2022
2021
£
£
Other deferred income
41,533
39,998
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
15
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
88,324
94,080
16
Share capital
2022
2021
£
£
Ordinary share capital
Issued and fully paid
5,000,000 Ordinary Share of £1 each
5,000,000
5,000,000
5,000,000
5,000,000
17
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2022
2021
£
£
Within one year
25,500
92,000
18
Events after the reporting date
No event has arisen after the reporting period and up to the approval of these Financial Statements that require additional disclosures.
19
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
VALITOR LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
20
Ultimate controlling party
The company was a wholly owned subsidiary of Valitor hf, incorporated in Iceland, whose registered office is Dalshraun 3, 220 Hafnafjörður.
The company's ultimate parent company is Rapyd Financial Network (2016) Ltd., incorporated in Israel, whose registered office is 132 Menachem Begin St., Tel Aviv, Israel.
The parent undertaking of the largest and smallest group for which group accounts are prepared for the year ended 31 December 2022 is Rapyd Financial Network (2016) Ltd.
21
Cash generated from/(absorbed by) operations
2022
2021
£
£
Profit/(loss) for the year after tax
997,949
(1,284,344)
Adjustments for:
Taxation credited
(271,572)
Finance costs
8,989
1,627
Investment income
(7,423)
(3)
Depreciation and impairment of tangible fixed assets
185,201
443,166
Movements in working capital:
Decrease in stocks
84,367
277,420
(Increase)/decrease in debtors
(45,227)
30,323
Increase/(decrease) in creditors
127,235
(1,023,747)
Increase in deferred income
1,535
922
Cash generated from/(absorbed by) operations
1,081,054
(1,554,636)
22
Analysis of changes in net funds
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
1,324,364
1,058,018
2,382,382
2022-12-312022-01-01falseCCH SoftwareCCH Accounts Production 2023.200Mr R K AlexanderÞ HaukssonMr K M CareyMr A ShtilmanMs M NaorMs M NaorBBA Fjeldco Limited997,949080531782022-01-012022-12-3108053178bus:Director32022-01-012022-12-3108053178bus:Director42022-01-012022-12-3108053178bus:Director52022-01-012022-12-3108053178bus:CompanySecretary12022-01-012022-12-3108053178bus:Director12022-01-012022-12-3108053178bus:CompanySecretaryDirector12022-01-012022-12-3108053178bus:Director22022-01-012022-12-3108053178bus:Director62022-01-012022-12-3108053178bus:RegisteredOffice2022-01-012022-12-31080531782022-12-31080531782021-01-012021-12-3108053178core:RetainedEarningsAccumulatedLosses2021-01-012021-12-3108053178core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31080531782021-12-3108053178core:FurnitureFittings2022-12-3108053178core:ComputerEquipment2022-12-3108053178core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3108053178core:FurnitureFittings2021-12-3108053178core:ComputerEquipment2021-12-3108053178core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2021-12-3108053178core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3108053178core:CurrentFinancialInstrumentscore:WithinOneYear2021-12-3108053178core:CurrentFinancialInstruments2022-12-3108053178core:CurrentFinancialInstruments2021-12-3108053178core:ShareCapital2022-12-3108053178core:ShareCapital2021-12-3108053178core:RetainedEarningsAccumulatedLosses2022-12-3108053178core:RetainedEarningsAccumulatedLosses2021-12-3108053178core:ShareCapital2020-12-3108053178core:RetainedEarningsAccumulatedLosses2020-12-31080531782020-12-3108053178core:ShareCapitalOrdinaryShares2022-12-3108053178core:ShareCapitalOrdinaryShares2021-12-31080531782021-12-3108053178core:FurnitureFittings2022-01-012022-12-3108053178core:ComputerEquipment2022-01-012022-12-3108053178core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-01-012022-12-3108053178core:UKTax2022-01-012022-12-3108053178core:UKTax2021-01-012021-12-3108053178core:FurnitureFittings2021-12-3108053178core:ComputerEquipment2021-12-3108053178core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2021-12-3108053178bus:OrdinaryShareClass12022-12-3108053178bus:OrdinaryShareClass12022-01-012022-12-3108053178core:WithinOneYear2022-12-3108053178core:WithinOneYear2021-12-3108053178bus:PrivateLimitedCompanyLtd2022-01-012022-12-3108053178bus:FRS1022022-01-012022-12-3108053178bus:Audited2022-01-012022-12-3108053178bus:FullAccounts2022-01-012022-12-31xbrli:purexbrli:sharesiso4217:GBP