33
false
false
false
false
false
false
false
false
false
true
false
false
false
false
false
false
No description of principal activity
2022-01-01
Sage Accounts Production Advanced 2021 - FRS102_2021
3,479,143
1,428,718
4,907,861
695,828
981,572
1,677,400
3,230,461
2,783,315
xbrli:pure
xbrli:shares
iso4217:GBP
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2022-12-31
COMPANY REGISTRATION NUMBER:
SC583644
Zumo Financial Services Limited
|
|
Filleted Unaudited Financial Statements
|
|
Zumo Financial Services Limited
|
|
Statement of Financial Position
|
|
31 December 2022
|
2022
|
2021
|
|
|
|
(restated)
|
Note
|
£
|
£
|
£
|
|
|
|
|
Fixed assets
Intangible assets
|
5
|
|
3,230,461
|
2,783,315
|
Tangible assets
|
6
|
|
17,099
|
15,965
|
|
|
------------
|
------------
|
|
|
3,247,560
|
2,799,280
|
|
|
|
|
|
Current assets
Debtors
|
7
|
850,276
|
|
581,150
|
Cash at bank and in hand
|
194,364
|
|
168,197
|
|
------------
|
|
---------
|
|
1,044,640
|
|
749,347
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
8
|
6,071,297
|
|
1,930,330
|
|
------------
|
|
------------
|
Net current liabilities
|
|
5,026,657
|
1,180,983
|
|
|
------------
|
------------
|
Total assets less current liabilities
|
|
(
1,779,097)
|
1,618,297
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
9
|
|
1,993,057
|
1,998,259
|
|
|
------------
|
------------
|
Net liabilities
|
|
(
3,772,154)
|
(
379,962)
|
|
|
------------
|
------------
|
|
|
|
|
|
Capital and reserves
Called up share capital
|
13
|
|
326
|
326
|
Share premium account
|
|
3,597,793
|
3,597,793
|
Revaluation reserve
|
|
5,410
|
5,410
|
Profit and loss account
|
|
(
7,375,683)
|
(
3,983,491)
|
|
|
------------
|
------------
|
Shareholders deficit
|
|
(
3,772,154)
|
(
379,962)
|
|
|
------------
|
------------
|
|
|
|
|
|
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
For the year ending 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
-
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
;
-
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements
.
Zumo Financial Services Limited
|
|
Statement of Financial Position (continued)
|
|
31 December 2022
These financial statements were approved by the
board of directors
and authorised for issue on
24 March 2023
, and are signed on behalf of the board by:
Company registration number:
SC583644
Zumo Financial Services Limited
|
|
Notes to the Financial Statements
|
|
Year ended 31 December 2022
1.
General information
The company is a private company limited by shares, registered in Scotland. The address of the registered office is Suite 2 - Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, unless otherwise stated below.
The financial statements are prepared in Sterling, which is the functional currency of the entity.
Going concern The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, thus continue to adopt the going concern basis of accounting in preparing these financial statements. See note titled Going concern for further information.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue is derived mainly from exchange and subscription fees in relation to the digital wallets developed.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
Research and development
Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
|
Fixtures and fittings
|
-
|
33% straight line
|
|
Equipment
|
-
|
50% straight line
|
|
|
|
|
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial assets, which include cash, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Basic financial liabilities, which include other creditors, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in profit or loss.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
4.
Employee numbers
The average number of persons employed by the company during the year amounted to
33
(2021:
22
).
5.
Intangible assets
|
Development costs
|
|
£
|
Cost
|
|
At 1 January 2022 (as restated)
|
3,479,143
|
Additions
|
1,428,718
|
|
------------
|
At 31 December 2022
|
4,907,861
|
|
------------
|
Amortisation
|
|
At 1 January 2022
|
695,828
|
Charge for the year
|
981,572
|
|
------------
|
At 31 December 2022
|
1,677,400
|
|
------------
|
Carrying amount
|
|
At 31 December 2022
|
3,230,461
|
|
------------
|
At 31 December 2021
|
2,783,315
|
|
------------
|
|
|
6.
Tangible assets
|
Fixtures and fittings
|
Equipment
|
Total
|
|
£
|
£
|
£
|
Cost
|
|
|
|
At 1 January 2022 (as restated)
|
1,788
|
31,715
|
33,503
|
Additions
|
–
|
17,547
|
17,547
|
Disposals
|
(
580)
|
–
|
(
580)
|
|
-------
|
--------
|
--------
|
At 31 December 2022
|
1,208
|
49,262
|
50,470
|
|
-------
|
--------
|
--------
|
Depreciation
|
|
|
|
At 1 January 2022
|
1,090
|
16,448
|
17,538
|
Charge for the year
|
231
|
15,715
|
15,946
|
Disposals
|
(
113)
|
–
|
(
113)
|
|
-------
|
--------
|
--------
|
At 31 December 2022
|
1,208
|
32,163
|
33,371
|
|
-------
|
--------
|
--------
|
Carrying amount
|
|
|
|
At 31 December 2022
|
–
|
17,099
|
17,099
|
|
-------
|
--------
|
--------
|
At 31 December 2021
|
698
|
15,267
|
15,965
|
|
-------
|
--------
|
--------
|
|
|
|
|
7.
Debtors
|
2022
|
2021
|
|
|
(restated)
|
|
£
|
£
|
Trade debtors
|
266
|
–
|
Amounts owed by group undertakings
|
192,343
|
–
|
Other debtors
|
657,667
|
581,150
|
|
---------
|
---------
|
|
850,276
|
581,150
|
|
---------
|
---------
|
|
|
|
8.
Creditors:
amounts falling due within one year
|
2022
|
2021
|
|
|
(restated)
|
|
£
|
£
|
Bank loans and overdrafts
|
5,200
|
5,200
|
Trade creditors
|
268,713
|
242,420
|
Amounts owed to group undertakings
|
4,098,346
|
1,130,203
|
Social security and other taxes
|
75,094
|
49,577
|
Other creditors
|
1,623,944
|
502,930
|
|
------------
|
------------
|
|
6,071,297
|
1,930,330
|
|
------------
|
------------
|
|
|
|
9.
Creditors:
amounts falling due after more than one year
|
2022
|
2021
|
|
|
(restated)
|
|
£
|
£
|
Bank loans and overdrafts
|
15,167
|
20,369
|
Convertible loans
|
1,977,890
|
1,977,890
|
|
------------
|
------------
|
|
1,993,057
|
1,998,259
|
|
------------
|
------------
|
|
|
|
Convertible loans of £1,977,890 (2021: £1,977,890) comprises the drawdown from convertible loan agreements. The loans are unsecured and have an interest rate of 8%. The loans and accrued interest is convertible into shares in the company on 30 December 2023, subject to various criteria or potential time extension. Given the fixed-for-fixed criteria is not met, i.e. the exchange is not a fixed amount of cash for a fixed number of the company's own equity instruments, the loans have been recognised as a a liability. Since these loan instruments were initially issued, a share for share exchange was carried out between the members of
Zumo Financial Services Limited
and Blockstar Holdings Limited. As such, any of these loans which are converted into equity, the loan holders will receive shares in Blockstar Holdings Limited.
10.
Deferred tax
The company has an unrecognised deferred tax asset of £1,045,854 (2021: £478,822). This arises as a result of trading losses and timing differences. Its recoverability is dependent upon future taxable profits arising, the likelihood of which cannot at this stage be determined with reasonable certainty.
11.
Share-based payments
Certain employees had been granted options to subscribe for share under share option schemes as follows: During the year no options were granted.
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
|
2022
|
2021
|
|
No.
|
WAEP
|
No.
|
WAEP
|
Outstanding at 1 January 2022
|
573,910
|
3.08
|
517,760
|
2.21
|
Granted during the year
|
–
|
–
|
72,750
|
8.67
|
Expired during the year
|
–
|
–
|
(
16,600)
|
(
1.69)
|
|
---------
|
-----
|
---------
|
-----
|
Outstanding at 31 December 2022
|
573,910
|
3.07
|
573,910
|
3.07
|
|
---------
|
-----
|
---------
|
-----
|
|
|
|
|
|
Exercisable at 31 December 2022
|
548,557
|
–
|
428,607
|
–
|
|
---------
|
-----
|
---------
|
-----
|
|
|
|
|
|
The total expense recognised in profit or loss for the year is as follows:
|
2022
|
2021
|
|
|
(restated)
|
|
£
|
£
|
Equity-settled share-based payments
|
301,290
|
435,579
|
|
---------
|
---------
|
|
|
|
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were 2022 Share price at grant date £3.79-£15.87 Exercise price £8.67 Expected volatility 70% Expected life 10 years Risk free interest rate 0.759%-1.006% Dividend yield 0% The fair value of equity-settled share-based payments at date of grant was estimated using the Black Scholes valuation model as this model, taking into account the terms and conditions of the share options granted.
12.
Prior period adjustments
The following adjustments have been made to the year ended 31 December 2021 which arose as a result of certain financial and equity instruments having been recognised within the Statement of Financial Position of Zumo Financial Services, rather than its 100% parent company, Blockstar Holdings Limited.
|
|
2021 |
|
|
£ |
|
Net assets as originally stated at 31 December 2021 |
220,242 |
|
Reclassification of advanced subscription agreements to amounts due to group undertakings |
(600,204) |
|
|
--------- |
|
Net liabilities as restated at 31 December 2021 |
(379,962) |
|
|
--------- |
|
|
|
In addition to the above, an amount of £530,000 was reclassified from convertible loans due after more than one year to amounts due to group undertakings, due within one year, which did not affect the net asset/liability position at 31 December 2021. There were no adjustments to the net profit or loss and comprehensive income for the year as a result of these adjustments.
13.
Called up share capital
Issued, called up and fully paid
|
2022
|
2021
|
|
|
|
(restated)
|
|
No.
|
£
|
No.
|
£
|
Ordinary shares of £ 0.0001 each
|
3,263,855
|
326
|
3,263,855
|
326
|
|
------------
|
----
|
------------
|
----
|
|
|
|
|
|
14.
Going concern
As at 31 December 2022, the company has net liabilities of £3,772,154. The directors have considered the period to 12 months after signing these financial statements, and have prepared budgets and forecasts, and consider that they have sufficient working capital to meet the day to day requirements. In addition, included within creditors: amounts falling due within one year is amount due to the parent company, Blockstar Holdings Limited of £4,098,346. This loan is interest free, and has no fixed repayment terms. The directors of Blockstar Holdings Limited do not intend to call in this debt within 12 months from signing these financial statements. Therefore, the directors of
Zumo Financial Services Limited
consider it is appropriate to continue to prepare financial statements on a going concern basis.
15.
Related party transactions
Included in amounts due to group undertakings is an amount of £4,098,346 (2021: £1,150,203). The loan is interest free and there are no fixed repayment terms.
16.
Controlling party
The immediate and ultimate parent company is Blockstar Holdings Limited, whose registered office address is 316a Beulah Hill, London, SE19 3HF