The directors present the strategic report for the year ended 31 October 2022.
The principal activity of Moorwand Limited ("the group") during the year under review was that of an issuer of electronic money ("e-money"), BIN Sponsor to programmes for the issuance of payment instruments licenced for the European Economic Area (“EEA”) and Digital Banking to support payment solutions through UK and SEPA banking rails.
‘BIN Sponsorship’ is the provision of access to card schemes by a regulated principle member, to a non- member, to issue card-based payment instruments. The group is regulated by the Financial Conduct Authority ("FCA") as an Authorised Electronic Money Institution ("EMI") and has been given permission to issue e-money and provide payment services (Register Ref No. 900709). In addition, the Group is a principal member of a range of major card schemes, which enables it to issue scheme branded cards and acquire scheme branded transactions for merchants.
Digital Banking is an API based solution using Agency Bank accounts to allow Programme Managers (’’PM’s’’) to automate payment flows and enable payment products that provide innovative and seamless payment flows for end users in a variety of different use cases.
Digital Banking investment and growth
Following the launch of Digital Banking in December 2019, significant investment both in terms of technology and resource to create a scalable and robust solution that will play an increasingly important role in the group's commercial growth. The solution is a very complementary offering to its existing and future BIN Sponsorship customers but is also an extremely powerful standalone offering for additional customer segments that the business is targeting.
During the finanial period ending 31 October 2022, Digital Banking transaction fees increased by over 850% compared to the previous year, additional PM’s went live with the solution and approximately 50% of the Group's sales pipeline was made up of Digital Banking clients.
Competitive Landscape
The group's target markets continued to see significant growth during the financial period largely due to growth in the broader fintech space and mainstream uptake of the types of solutions Moorwand enables PM’s to market to their clients.
Whilst their has been increased competition in providers of so called white label payment solutions overall, there remains strong demand for Moorwand’s specific model, notably BIN Sponsorship, allowing PM’s greater autonomy and control of the solution they are building. This is most significantly illustrated by the issuer processor agnostic aspect of BIN Sponsorship that has receieved hightened interest in response to the growth in Issuing Processors entering the space.
The group prides itself on its regulatory expertise, agility, impartiality and deep market knowledge. In the short time since the group moved away from running its own programme to focus on BIN Sponsorship, it has earned the respect of key stakeholders within the industry such as card schemes, processors and programme managers. The business is continuing to develop with an ever-growing pipeline fuelled by its growing reputation in the market. Group growth is also within the existing client base, who can grow their own products with the range of innovative services offered by the group.
Employees
The group had 53 staff, contractors and board members during the year in question and is committed to gender equality. The overall make up was 13 males and 40 females. The Board in 2022 was 0 female and 4 male.
Brexit Implications
Due to the United Kingdom (“UK”) leaving the European Union (“EU”), that UK EMI passporting rights in the EU in accordance with the 2nd Payment Services Directive (PSD2) no longer applied from 1 January 2021. Whilst there was a lack of clarity on the terms of Brexit leading up to this date, Moorwand put in place a contingency plan through an Agency arrangement with an EEA based EMI that would allow the group to continue supporting European programmes post Brexit. These measures did have commercial and operational impacts on the business but broadly speaking did not adversly affect the business significantly. In addition, the group is establishing a secondary EMI that will eventually manage future EEA programmes once operational.
Wirecard
The financial troubles at Wirecard AG in 2020 and more specifically the subsequent wind down of its UK subsidiary Wirecard Card Solutions Limited, and FCA regulated EMI, BIN Sponsor and direct competitor of Moorwand, created both risk and opportunity for Moorwand. Wirecard was the single largest BIN Sponsor in Europe which meant their closure led to some immediate growth for Moorwand from the group taking over four of their PM’s. The event has however resulted in longer term implications that Moorwand has had to adapt to. Regulators in the UK, EEA and beyond have, in part as a result of the Wirecard scandal, set out to increase regulatory standards of the sector which, whilst legitimate and generally ecouraged by Moorwand, do create additional reporting and operational costs that have been built into our business. A more adverse consequence has been a number of credit institutions (Banks) no longer working with EMIs leading to reduced competition amongst banking providers.
Financial Performance
Turnover slightly decreased during the year from £3,672k to £3,069k, largely due to decrease in digital banking fees (which made up £2,236k of turnover last year). Profit before taxation has decreased from an £88,021 profit to a £116,311 loss before taxation as a result of the above.
Product Development
The group's core product is BIN Sponsorship in the UK and EEA for major card schemes. The group can work with unregulated businesses who want to offer cards and use the group to issue e-money; or with regulated entities who simply want a scheme branded card to add to their accounts. The group has a level of specialism in working with multiple card schemes for young businesses.
Digital Banking solution for UK and Europe offering IBANs with Faster Payments through ClearBank and SEPA transfers, through its direct relationship with the Central Bank of Lithuania and Centrolink is growing significantly to become a core offering to the market.
The group uses key performance indicators (“KPIs”) to measure itself against past performance as well as the performance of its competitors.
Internal KPIs
Management continue to monitor basic KPI's including turnover, expenditure, working capital and debt and use these as benchmarks to ascertain how the business is performing against historical results and the results of our competitors.
Underlying KPIs are then analysed by management to understand the reasons for the movements to be able to identify opportunities or threats to the business model. These underlying KPIs include average time in implementation, average time to close complaints, incident management resolution times, marketing, PR targets, programme volume and various others.
The use of internal KPIs are preferable as the results can be reliably measured and are not subject to external fluctuations in reporting.
External KPIs
The purpose of monitoring and analysing external data is to allow management to measure the performance of the business against the performance of competitors and the market as a whole.
Primarily external KPIs are used by management to plot trends in the market, across products and in relation to regulatory controls in territories impacting product developments which assist the business in targeting areas of growth in the FinTech industry. By using KPIs such as average consumer spend by sector, cross border spending activity and changes in rates of foreign currencies and cryptocurrencies management can see which areas are in growth or in decline and allocate resources accordingly.
Environmental Impact
The group actively looks at ways of reducing its carbon footprint and the amount of waste it generates during its course of business. It has introduced a number of policies to enable this to happen, such as recycling all “recyclables”; “fines” for the use of disposable cutlery with the money going to local charities; and digital document signatures to reduce print volumes.
The group has introduced the “On Your Bike” cycle to work scheme for those staff who are resident in the United Kingdom. It also has a policy of minimising travel, especially air travel, where possible and encourages the use of video conferencing through applications such as Zoom and Microsoft Teams, which it has business accounts with.
Social Impact
As well as being very sensitive to the individual needs of staff during the pandemic, the group has been been actively engaging with a number of initiatives aimed at avoiding segments of the population being adversly impacted by Government and business driven evolutions towards a cashless society. Moorwand has been working with a number of our PMs to identify individuals and businesses that rely on cash to ensure there are electronic payment solutions tailored to their needs. This has included solutions targeting migrant workers, and micro enterprises. As a result of this work, there will be some programmes launching in a number of European countries. Furthermore, Moorwand Directors have volunteered their time to discuss this agenda with a number of industry organisations seeking to coordinate industry activities including PIF, the EPA and select industry publications
In 2023, the group is continuing to invest in making BIN Sponsorship an efficient and scalable operation as well as enhancements to its Digital Banking services, both as an extension to BIN Sponsorship services in and as a standalone offering remaining dedicated to being a best in market enabler of state of the art payment solutions our clients seek to launch. Moorwand is due to launch a programme aimed at refugees affected by the war in Eastern Europe and making it easier for them to open a bank account, recieve money, send money and spend money. Moorwand is proud that its products continue to make a real difference to people who might otherwise be unbanked.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 October 2022.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Principal Risks and Uncertainties
The group's main risks can, broadly speaking, be split into two areas; risks associated with financial instruments and commercial risks. Firstly, risks associated with financial instruments include market risk, interest rate risk, credit risk, liquidity risk and capital management risk. Secondly, commercial risks include customer fraud risk, technology risk and competition risk. The Directors review and agree policies for managing each of these risks included within their risk register and these policies are summarised below:
The group manages financial risk by ensuring sufficient liquid funds are available to meet foreseeable liabilities. The group is financed through equity and at the balance sheet date had a positive net cash balance of own funds of £755,919 (2021: £633,251).
The group issues e-money in numerous different currencies but mainly settles in Sterling, US Dollars and Euros. This exposes the group to fluctuations in foreign exchange movements. Although the group did not use hedging instruments during the year to reduce this risk, it did monitor these fluctuations on a daily basis to ensure that its potential exposure did not exceed the FCA’s requirement for e-money issuers.
Since the sale of the group's own e-money issuing programme this risk has significantly reduced as customers for the BIN sponsorship product are invoiced in one of the three currencies listed above, and the money is collected in those currencies thus mitigating this risk.
The majority of e-money is held in non-interest bearing accounts with a number of financial institutions, and therefore there is minimal exposure to movements in interest rates.
The group has a small amount due from customers in relation to its BIN sponsorship business activity, along with strict credit terms. The group does however hold a significant amount of cash, on behalf of its programme managers (“PMs”), with various financial institutions which is monitored by the group to ensure reliance is not placed on a single counterparty.
Capital management risk
The group is bound by its licensing agreement with the FCA, the regulatory body that provides the licence to the group, which includes certain requirements including the management of capital or other resources. The group continues to monitor the terms and conditions of its licence to ensure that all requirements as set out by the FCA are adhered to. Failure to adhere to these requirements could result in a material adverse effect on the group's business, financial condition and operations.
Customer fraud risk
The group faces the risk of fraud from its customers and from the customers of its PMs that seek to abuse the payment methods it, or its PMs, offer. Accordingly, the group has adopted strict policies and procedures which are in place from the pre-acceptance stage through to when a programme goes live, which assists the group and its PMs in identifying suspicious transactions to prevent significant levels of fraud occurring. Management continually review these policies and procedures and adapt these when new threats are identified.
Technology risk
The nature of the group's business activities and operations are highly dependent on technology and advanced information systems. As such there is risk of material adverse effect on the group and its operations which can be caused by any number of issues including human error, unauthorised access, computer viruses, sabotage or other malicious attacks on the network, natural disasters, software and hardware failures. Management take every precaution against such threats by having in place regular data and system recovery backups, system maintenance and support, security measures and business continuity plans in the event of failure or disruption to the group's technology or information systems.
Competition risk
Presently there are around 192 Authorised Electronic Money Institutions (“EMIs”) which include 24 Small EMIs. These pose a threat to the group and could adopt more aggressive pricing strategies, have faster onboarding processes or undertake more extensive marketing campaigns which, in turn, could have a negative impact on the group's revenues or profit margins in the future. The group monitors the industry closely and is confident that its highly compliant, advanced product offering and strong infrastructure provide the group with a competitive advantage.
These are disclosed in the Strategic Report shown on page 2.
Haines Watts were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
We have audited the financial statements of Moorwand Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2022 which comprise group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and parent 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.
Other information
The directors are responsible for the other information. The other information comprises the information in the group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.
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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the group 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 group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations
We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the group and the parent company and the industry in which it operates, and considered the risk of acts by the group and the parent company that were contrary to applicable laws and regulations, including fraud. We discussed with management the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations and remained alert to any indications of non-compliance.
During the audit we focused on laws and regulations which could reasonably be expected to 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.
Our procedures in relation to fraud included but were not limited to inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. 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.
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.
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.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £189,005 (2021 - £238,419 profit).
Moorwand Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The Company's registered number and registered office can be found on the Company information page.
The group consists of Moorwand Limited and all of its subsidiaries.
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.
The consolidated group financial statements consist of the financial statements of the parent company Moorwand Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 October 2022. 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of 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, as is the case for BIN sponsorship setup fees. The stage of completion for BIN sponsorship fees is determined by the signing of the heads of terms and then again at the signing of the final agreement. Other income for services including BIN sponsorship monthly fees and income from the company's own e-money issuing programme are calculate monthly in arrears in reference to the volume of transactions that have occurred. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 group 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 group'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 group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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 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 leased asset are consumed.
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.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge/(credit) for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 October 2022 are as follows:
The long-term loans carry no security.
The loans above are repayable by the 31 December 2023 and carry fixed interest at 15%.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company has one class of ordinary shares which have attached to them full voting, dividend and capital distribution (including on winding up) rights.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the balance sheet date the ultimate controlling party was Mr Wael Sulaiman Almaree who acquired 100% of the share capital of the company from Moorwand Holdings Ltd on 4 December 2020.