Glint Pay UK Ltd
Annual Report and Financial Statements
For the year ended 31 December 2021
Company Registration No. 09696898 (England and Wales)
Glint Pay UK Ltd
Company Information
Directors
J Cozens
O Bolitho
H Fukuda OBE
M Grubb
Company number
09696898
Registered office
Kemp House
124 City Road
London
EC1V 2NX
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Glint Pay UK Ltd
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Notes to the financial statements
10 - 19
Glint Pay UK Ltd
Directors' Report
For the year ended 31 December 2021
Page 1
The directors present their annual report and financial statements for the year ended 31 December 2021.
Principal activities
The principal activity of the company continued to be that of the development of Glint, a comprehensive micro-services architecture to create a highly scalable and resilient savings and payment infrastructure.
Results and dividends
The results for the year are set out on page
7
.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Cozens
O Bolitho
H Fukuda OBE
M Grubb
Auditor
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
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;
-
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
-
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.
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.
Glint Pay UK Ltd
Directors' Report (Continued)
For the year ended 31 December 2021
Page 2
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
J Cozens
Director
31 January 2023
Glint Pay UK Ltd
Independent Auditor's Report
To the Member of Glint Pay UK Ltd
Page 3
Opinion
We have audited the financial statements of Glint Pay UK Ltd
(the 'company')
for the year ended 31 December 2021 which comprise the Profit And Loss Account, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 2021 and of its loss 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.
Material uncertainty relating to going concern
We draw attention to note 1.2 to the financial statements, which indicate that the company incurred a net loss of £3,939,228 during the year ended 31 December 2021 (year ended 31 December 2020: £3,588,282). As at 31 December 2021 the company also had net liabilities of £12,822,273 (2020: £9,117,551). As indicated by Note 1.2, the company's parent, Glint Pay Ltd, is currently in the process of raising additional capital and the directors are confident, based on current discussions and capital raised subsequent to the reporting date, that this will be achieved. However, this cannot be guaranteed and if the required fundraising activity is not successful, the group will not have sufficient resources to continue in operation for the foreseeable future. This indicates the existence of a material uncertainty, which may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Glint Pay UK Ltd
Independent Auditor's Report (Continued)
To the Member of Glint Pay UK Ltd
Page 4
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 Directors'
R
eport for the financial year for which the financial statements are prepared is consistent with the financial statements
; and
-
the Directors' Report has 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 identifie
d
material misstatements in the Directors'
R
eport
.
We have nothing to report in respect of the following matters where 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; or
-
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report and take advantage of the small companies exemption from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Directors'
R
esponsibilities
S
tatement, 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.
Glint Pay UK Ltd
Independent Auditor's Report (Continued)
To the Member of Glint Pay UK Ltd
Page 5
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
.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
-
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Glint Pay UK Ltd
Independent Auditor's Report (Continued)
To the Member of Glint Pay UK Ltd
Page 6
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
-
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
-
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
-
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
-
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
-
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member for our audit work, for this report, or for the opinions we have formed.
Ryan Day (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
31 January 2023
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Glint Pay UK Ltd
Profit and loss account
For the year ended 31 December 2021
Page 7
2021
2020
Notes
£
£
Turnover
296,330
180,191
Cost of sales
(74,910)
(85,034)
Gross profit
221,420
95,157
Administrative expenses
(4,160,648)
(4,042,753)
Other operating income
40,000
Operating loss
(3,939,228)
(3,907,596)
Interest receivable and similar income
142
Loss before taxation
(3,939,228)
(3,907,454)
Taxation
4
319,172
Loss for the financial year
(3,939,228)
(3,588,282)
Glint Pay UK Ltd
Balance Sheet
As at 31 December 2021
31 December 2021
Page 8
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
5
2,963,297
3,471,017
Tangible assets
6
7,338
3,487
Current assets
Stock
7,762
16,374
Debtors
7
983,823
863,680
Cash at bank and in hand
7,324
57,939
998,909
937,993
Creditors: amounts falling due within one year
8
(16,791,817)
(13,530,048)
Net current liabilities
(15,792,908)
(12,592,055)
Total assets less current liabilities
(12,822,273)
(9,117,551)
Capital and reserves
Called up share capital
10
1
1
Equity reserve
893,018
658,512
Profit and loss reserves
(13,715,292)
(9,776,064)
Total equity
(12,822,273)
(9,117,551)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 31 January 2023 and are signed on its behalf by:
J Cozens
Director
Company Registration No. 09696898
Glint Pay UK Ltd
Statement of Changes in Equity
For the year ended 31 December 2021
Page 9
Share capital
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2020
1
188,581
(6,187,782)
(5,999,200)
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
(3,588,282)
(3,588,282)
Share based payment movement in the year
-
469,931
-
469,931
Balance at 31 December 2020
1
658,512
(9,776,064)
(9,117,551)
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
(3,939,228)
(3,939,228)
Share based payment movement in the year
-
234,506
-
234,506
Balance at 31 December 2021
1
893,018
(13,715,292)
(12,822,273)
Glint Pay UK Ltd
Notes to the Financial Statements
For the year ended 31 December 2021
Page 10
1
Accounting policies
Company information
Glint Pay UK Ltd is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Kemp House, 124 City Road, London, EC1V 2NX.
1.1
Accounting convention
These financial statements have been prepared in accordance wit
h Section 1A of
FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
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
The company made a
true
loss
for the year of
£
3,939,228
(20
20
: £
3,588,282
)
and at the year end has net current
liabilities
of
£
15,792,908
(20
20
: £
12,592,055) and net liabilities of
£
12,822,273
(20
20
: £
9,117,551
)
.
In accordance with their responsibilities, the directors have considered and concluded upon the appropriateness of the going concern basis, which has been used in the preparation of these financial statements. In making this going concern assessment, the
di
rectors have had regard to the following matters:
-
• The
c
ompany’s current performance and planned growth;
-
• The
c
ompany’s cashflow forecasts for a period of at least 12 months from the date of approval of these financial statements; and
-
• The
p
arent
c
ompany’s track record of successful fundraising from shareholders and other investors, as evidenced in previous periods and the period
subsequent to the reporting date
, and the current financing options that are on offer under the financing round already subscribed.
The
d
irectors have assumed that sufficient further funding will be made available to the
c
ompany in the 12 month period following approval of these financial statements. Such funding would enable the
c
ompany to execute its business plan, realise the significant commercial opportunities available to it, and meet its liabilities as they fall due. In common with similar businesses at this stage of development, and in light of the
c
ompany’s dependence on further financing being made available to it from its existing and/or new shareholders or other providers of finance, the directors consider there to be a material uncertainty that may cast significant doubt upon the
c
ompany’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business if additional capital is not secured.
Nevertheless, after making enquiries, and considering the uncertainties described above, the
d
irectors have a reasonable expectation that the
c
ompany will have access to adequate resources to continue in operational existence for the foreseeable future. For these reasons, the
c
ompany has continued to adopt the going concern basis in preparing the financial statements. The financial statements do not reflect any adjustments that would be required if the
c
ompany was unable to secure such financing.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 11
1.3
Turnover
Turnover is a fee received from Glint Pay Services Ltd, a fellow group undertaking. The fee is recognised as
10
% of the net book value of the intangible assets in Glint Pay UK Ltd.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Patents & trademarks
5 years straight line
Development costs
5 years straight line
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
1.6
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 and fittings
5 years straight line
Computer Equipment
3 years 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
.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 12
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
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.
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.
1.8
Stock
Stock 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 stock to their present location and condition.
Stock 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 stock 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.
1.9
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.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 13
1.10
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.
Basic financial assets
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.
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial 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
paymen
ts 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. A
m
ounts 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.
1.11
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 14
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.
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.
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 when the
company
has 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.
1.13
Employee benefits
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 15
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.16
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Share Based payment transactions
The group uses the Black Scholes model to determine the fair value of options granted to employees. The calculation requires the use of estimates and assumptions. A change in these estimates or assumptions may affect charges to the profit and loss account over the vesting period of the options.
Amortisation
Intangible assets are amortised over their deemed useful economic life. This period has been determined via a review of the asset considering historic and future factors. The directors believe that the period over which the assets are amortised reflects the estimated useful economic life of the assets.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
20
16
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 16
4
Taxation
2021
2020
£
£
Current tax
UK corporation tax on profits for the current period
(319,172)
5
Intangible fixed assets
Patents & trademarks
Development costs
Total
£
£
£
Cost
At 1 January 2021
567
6,374,724
6,375,291
Additions
856,627
856,627
At 31 December 2021
567
7,231,351
7,231,918
Amortisation and impairment
At 1 January 2021
567
2,903,707
2,904,274
Amortisation charged for the year
1,364,347
1,364,347
At 31 December 2021
567
4,268,054
4,268,621
Carrying amount
At 31 December 2021
2,963,297
2,963,297
At 31 December 2020
3,471,017
3,471,017
In line with International Accounting Standards, Development Costs have been capitalised as the technical and commercial feasibility of the assets has been established, and it can be demonstrated that these will generate future economic benefits for the Company.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 17
6
Tangible fixed assets
Fixtures and fittings
Computer Equipment
Total
£
£
£
Cost
At 1 January 2021
7,065
119,493
126,558
Additions
7,673
7,673
At 31 December 2021
7,065
127,166
134,231
Depreciation and impairment
At 1 January 2021
7,065
116,006
123,071
Depreciation charged in the year
3,822
3,822
At 31 December 2021
7,065
119,828
126,893
Carrying amount
At 31 December 2021
7,338
7,338
At 31 December 2020
3,487
3,487
7
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts due from group undertakings
894,907
509,689
Other debtors
88,916
353,991
983,823
863,680
8
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
349,335
219,056
Amounts owed to group undertakings
15,584,018
12,900,831
Taxation and social security
493,868
205,761
Other creditors
364,596
204,400
16,791,817
13,530,048
Of the amounts due to group undertakings £
14,870,338
(20
20
- £
12,525,958
) is due to Glint Pay Ltd and £
713,680
(20
20
- £
374,873
) is due to Glint
Pay Inc.
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 18
9
Share-based payment transactions
The Company operates a share options scheme which is currently open to key permanent employees, offering share in Glint Pay Limited. The employees are employed by Glint Pay UK Limited. During the year,
7,777,352
(20
20
:
18,901,826
) options over new Ordinary Shares of £0.00001 were granted. The weighted average exercise price per option for the 202
1
options was £0.08. No share options have been exercised during the year.
The conditions for vesting vary for directors and for the rest of the employees. For directors, options vest upon specific events specified in their contract, whereas for employees the options vest 25% annually commencing from their employment start date and also upon specific events specified in the options contracts. All options must be exercised within ten years of the date of grant. Options are forfeited if the individual leaves the Company before the options vest.
Number of share options
Weighted average exercise price
2021
2020
2021
2020
Number
Number
£
£
Outstanding at 1 January 2021 and 31 December 2021
28,966,178
20,585,310
Exercisable at 31 December 2021
The fair value of services received is measured in reference to the fair value of share options granted and is based on recent market transactions, discounted for lack of marketability and lack of control.
The expected volatility is wholly based on the historic volatility adjusted for any unexpected changes to future volatility due to publicly available information. The risk free interest rate used is that of a 10 year yield UK treasury bond.
During the year the company recognised a net share-based payment charge of £
234,506
(20
20
- £
469,931
charge
) which related to equity settled share based payment transactions.
10
Called up share capital
2021
2020
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary share of £1
1
1
1
1
11
Financial commitments, guarantees and contingent liabilities
The company's assets are subject to a fixed and floating charge in favour of a company that has provided loan finance to its parent company, Glint Pay Limited.
12
Related party transactions
Glint Pay UK Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
12
Related party transactions
(Continued)
Page 19
The Company has taken advantage of the exemption provided in FRS102 from disclosing transactions with members of the same group that are wholly owned.
13
Parent company
The Company is a subsidiary undertaking of Glint Pay Ltd which is also the ultimate controlling party.
The smallest group in which they are consolidated is that headed by Glint Pay Ltd whose registered office address is Kemp House,
124
City Road, London, England, EC1V 2NX. The consolidated financial statements of this group will be available to the public on the Companies House website.
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