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Registered number: 10952101
HERMEX HOLDINGS LIMITED
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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HERMEX HOLDINGS LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditors
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HERMEX HOLDINGS LIMITED
CONTENTS
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Independent auditors' report
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Statement of Comprehensive Income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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HERMEX HOLDINGS 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.
Directors' responsibilities statement
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The Directors are responsible for preparing the Directors' report and the financial statements, in accordance with applicable law.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom (UK).
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 the financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS as adopted by the United Kingdom (UK), subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The principal activity of the Company is that of a holding company.
The directors who served during the year were:
Charalambos Psimolophitis (resigned 30 July 2022)
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Pavlos Argyrou (resigned 11 April 2023)
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The Directors have considered the risks associated with financial instruments and considers them to be minimal given the nature of the Company's activities.
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HERMEX HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Disclosure of information to auditors
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Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
∙so far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the Directors have taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Small companies' exemption note
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In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The auditors, Simmons Gainsford LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 14 April 2023 and signed on its behalf.
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HERMEX HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HERMEX HOLDINGS LIMITED
We have audited the financial statements of Hermex Holdings Limited for the year ended 31 December 2022 which comprise the Statement of profit or loss, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies set out on pages 13. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
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 loss for the year then ended;
∙have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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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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HERMEX HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HERMEX HOLDINGS LIMITED (CONTINUED)
Opinion on other matters prescribed by the Companies Act 2006
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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.
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 directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 3, 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.
Auditors' 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 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:
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HERMEX HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HERMEX HOLDINGS LIMITED (CONTINUED)
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws
and regulations that could be expected to have a material impact on the financial statements, we have
considered:
• the results of our enquiries of management and those charged with governance of their assessment of the
risks of fraud and irregularities;
• the nature of the Company, including its management structure and control systems (including the
opportunity for management to override such controls);
• management’s incentives and opportunities for fraudulent manipulation of the financial statements; and
• the industry and environment in which it operates.
We also considered UK tax and pension legislation and laws and regulations relating to employment and the
preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:
• laws and regulations considered to have a direct effect on the financial statements including UK financial
reporting standards and Company Law;
• management bias in selecting accounting policies and determining estimates;
• inappropriate journal entries; and
• the requirement to impair any investments and the amount of any such impairment.
We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and
how fraud may occur in the entity, to all engagement team members.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and
non-compliance with laws and regulations) comprised:
• enquiries of management and those charged with governance as to whether the entity complies with such
laws and regulations and discussion with the same regarding known or suspected instances of non- compliance;
• enquiries with the same concerning any actual or potential litigation or claims;
• inspection of relevant legal correspondence;
• assessment of matters reported to management and the result of the subsequent investigation;
• identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations or crediting revenue or cash;
• challenging key assumptions made by management in their assessment of any impairment to the carrying
value of the investments;
• challenging assumptions made by management in their specific accounting policies and estimates, in
particular in relation to impairment of investments;
• reviewing the financial statements for compliance with the relevant disclosure requirements;
• performing analytical procedures to identify any unusual or unexpected relationships or unexpected
movements in account balances which may be indicative of fraud;
• reviewing the minutes of Board meetings and correspondence with HMRC; and
• evaluating the underlying business reasons for any unusual transactions.
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HERMEX HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HERMEX HOLDINGS LIMITED (CONTINUED)
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities,
including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s
controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud
might be inherently more difficult to detect than irregularities that result from error. As explained above, there is
an unavoidable risk that material misstatements may not be detected, even though the audit has been planned
and performed in accordance with ISAs (UK).
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.
David Pumfrey FCA (Senior statutory auditor)
for and on behalf of
Simmons Gainsford LLP
Chartered Accountants
Statutory Auditors
33 Cavendish Square
London
United Kingdom
W1G 0PW
14 April 2023
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HERMEX HOLDINGS LIMITED
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2022
The notes on pages 13 to 16 form part of these financial statements.
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There was no other comprehensive income for 2021 or 2022.
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HERMEX HOLDINGS LIMITED
REGISTERED NUMBER: 10952101
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Investment in subsidiaries
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Trade and other receivables
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Trade and other liabilities
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Issued capital and reserves
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The financial statements on pages 9 to 16 were approved and authorised for issue by the board of Directors on 14 April 2023 and were signed on its behalf by:
The notes on pages 13 to 16 form part of these financial statements.
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HERMEX HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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Total comprehensive income for the year
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Total contributions by owners
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Total comprehensive loss for the year
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The notes on pages 13 to 16 form part of these financial statements.
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HERMEX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Hermex Holdings Limited (the 'Company') is a limited Company incorporated in England and Wales. The Company's registered office is at 14th Floor, 33 Cavendish Square, London, United Kingdom, W1G 0PW. The Company's principal activity is that of a holding company.
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs).
Details of the Company's accounting policies, including changes during the year, are included in note 3.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 5.
The financial statements have been prepared on the historical cost basis.
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2.2 Changes in accounting policies
i) New standards, interpretations and amendments effective from 1 January 2022
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There were no new and/or amended Standards applied for the first time in the financial period which would have any material impact on the financial statements.
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New standards, interpretations and amendments not yet effective
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The Directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future periods will only have an impact on the presentation in the financial statements of the Company.
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HERMEX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
3.Accounting policies
Investments in subsidiaries are measured at cost less accumulated impairment.
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, bank balances and cash, and others are measured at amortised cost using the effective interest method, less any impairment.
Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.
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Financial liabilities and equity instruments
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Other financial liabilities
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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HERMEX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Accounting estimates and judgments
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
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Details of the Company's material subsidiaries at the end of the reporting period are as follows:
BNKPro Ltd
The Company has 100% of the ownership interest and voting power in BNKPro Ltd. BNKPro Ltd was incorporated in England and Wales. The principal activity of BNKPro Ltd in the period was that of an electronic money institution.
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Investment in subsidiaries
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Trade and other receivables
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Receivables from related parties
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Total trade and other receivables - current portion
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The carrying value of trade and other receivables classified as loans and receivables approximates fair value.
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HERMEX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Payables to related parties
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Total financial liabilities - current portion
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The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.
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Ordinary shares shares of £0.01 each
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Ordinary shares shares of £0.01 each
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Shares issued in the year
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HERMEX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Related party transactions
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Included within payables at the year end is an amount of £902,908 (2021: £101,179 due from) due to BNKPro Ltd, a subsidiary undertaking.
Included within other payables at the year end is an amount of £1,000,000 (2021: £1,000,000) due to
FxPro Group Limited, the parent undertaking.
Included in other receivables at the year end is an amount of £1,000,000 (2021: £Nil) due from FxPro Group Limited, the parent undertaking.
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Ulimate controlling party
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The immediate parent undertaking is FxPro Group Limited, a company incorporated in Guernsey. The company is ultimately controlled by a number of individuals, none of whom has a controlling interest.
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