IRIS Accounts Production v23.3.0.418 11296604 director 1.7.21 31.12.22 31.12.22 a financial services holding company. 0 0 0 0 true false true true false false true false Ordinary 0.0 Ordinary A 0.0 0.0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh112966042021-06-30112966042022-12-31112966042021-07-012022-12-31112966042020-06-30112966042020-07-012021-06-30112966042021-06-3011296604ns10:Originalns15:EnglandWales2021-07-012022-12-3111296604ns14:PoundSterlingns10:Original2021-07-012022-12-3111296604ns10:Originalns10:Director12021-07-012022-12-3111296604ns10:Original2021-07-012022-12-3111296604ns10:Original2022-12-3111296604ns10:Originalns10:PrivateLimitedCompanyLtd2021-07-012022-12-3111296604ns10:Originalns10:FRS1022021-07-012022-12-3111296604ns10:Originalns10:Audited2021-07-012022-12-3111296604ns10:Originalns10:SmallCompaniesRegimeForDirectorsReport2021-07-012022-12-3111296604ns10:Originalns10:FullAccounts2021-07-012022-12-3111296604ns10:Original2020-07-012021-06-3011296604ns10:Originalns10:OrdinaryShareClass12021-07-012022-12-3111296604ns10:Originalns10:OrdinaryShareClass22021-07-012022-12-3111296604ns10:Originalns10:OrdinaryShareClass1112021-07-012022-12-3111296604ns10:Originalns10:RegisteredOffice2021-07-012022-12-3111296604ns10:Originalns10:Director22021-07-012022-12-3111296604ns10:Original12021-07-012022-12-3111296604ns10:Original12020-07-012021-06-3011296604ns10:Original2021-06-3011296604ns10:Originalns5:CurrentFinancialInstruments2022-12-3111296604ns10:Originalns5:CurrentFinancialInstruments2021-06-3011296604ns10:Originalns5:Non-currentFinancialInstruments2022-12-3111296604ns10:Originalns5:Non-currentFinancialInstruments2021-06-3011296604ns5:ShareCapitalns10:Original2022-12-3111296604ns5:ShareCapitalns10:Original2021-06-3011296604ns10:Originalns5:SharePremium2022-12-3111296604ns10:Originalns5:SharePremium2021-06-3011296604ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3111296604ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2021-06-3011296604ns10:Originalns5:FurtherSpecificReserve2ComponentTotalEquity2022-12-3111296604ns10:Originalns5:FurtherSpecificReserve2ComponentTotalEquity2021-06-3011296604ns10:Originalns5:RetainedEarningsAccumulatedLosses2022-12-3111296604ns10:Originalns5:RetainedEarningsAccumulatedLosses2021-06-3011296604ns5:ShareCapitalns10:Original2020-06-3011296604ns10:Originalns5:RetainedEarningsAccumulatedLosses2020-06-3011296604ns10:Originalns5:SharePremium2020-06-3011296604ns10:Originalns5:RetainedEarningsAccumulatedLosses2020-07-012021-06-3011296604ns5:ShareCapitalns10:Original2021-07-012022-12-3111296604ns10:Originalns5:SharePremium2021-07-012022-12-3111296604ns10:Originalns5:RetainedEarningsAccumulatedLosses2021-07-012022-12-3111296604ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2020-06-3011296604ns10:Originalns5:FurtherSpecificReserve2ComponentTotalEquity2020-06-3011296604ns10:Original2020-06-3011296604ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2020-07-012021-06-3011296604ns10:Originalns5:FurtherSpecificReserve2ComponentTotalEquity2020-07-012021-06-3011296604ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2021-07-012022-12-3111296604ns10:Originalns5:FurtherSpecificReserve2ComponentTotalEquity2021-07-012022-12-3111296604ns10:Original2021-06-3011296604ns10:Originalns5:CostValuation2021-06-3011296604ns10:Originalns5:UnlistedNon-exchangeTradedns5:CostValuation2021-06-3011296604ns10:Originalns5:AdditionsToInvestments2022-12-3111296604ns10:Originalns5:UnlistedNon-exchangeTradedns5:AdditionsToInvestments2022-12-3111296604ns10:Originalns5:CostValuation2022-12-3111296604ns10:Originalns5:UnlistedNon-exchangeTradedns5:CostValuation2022-12-3111296604ns10:Originalns5:UnlistedNon-exchangeTraded2022-12-3111296604ns10:Originalns5:UnlistedNon-exchangeTraded2021-06-3011296604ns10:Originalns5:Subsidiary12021-07-012022-12-3111296604ns10:Originalns5:Subsidiary112021-07-012022-12-3111296604ns10:Originalns5:Subsidiary12022-12-3111296604ns10:Originalns5:Subsidiary12021-06-3011296604ns10:Originalns5:Subsidiary12021-06-3011296604ns10:Originalns5:Subsidiary12020-07-012021-06-3011296604ns10:Originalns5:Subsidiary22021-07-012022-12-3111296604ns10:Original3ns5:Subsidiary22021-07-012022-12-3111296604ns10:Originalns5:Subsidiary22022-12-3111296604ns10:Originalns5:Subsidiary22021-06-3011296604ns10:Originalns5:Subsidiary22020-07-012021-06-3011296604ns5:Subsidiary3ns10:Original2021-07-012022-12-3111296604ns5:Subsidiary3ns10:Original52021-07-012022-12-3111296604ns5:Subsidiary3ns10:Original2022-12-3111296604ns10:Originalns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3111296604ns10:Originalns5:CurrentFinancialInstrumentsns5:WithinOneYear2021-06-3011296604ns10:Originalns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2022-12-3111296604ns10:Originalns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2021-06-3011296604ns10:Originalns10:OrdinaryShareClass12022-12-3111296604ns10:Originalns10:OrdinaryShareClass22022-12-3111296604ns10:Originalns5:RetainedEarningsAccumulatedLosses2021-06-3011296604ns10:Originalns5:SharePremium2021-06-3011296604ns10:Originalns5:FurtherSpecificReserve1ComponentTotalEquity2021-06-3011296604ns10:Originalns5:FurtherSpecificReserve2ComponentTotalEquity2021-06-3011296604ns10:Originalns5:OtherRelatedPartyRelationshipType1ComponentTotalRelatedParties2021-07-012022-12-3111296604ns10:Originalns5:OtherRelatedPartyRelationshipType1ComponentTotalRelatedParties2022-12-3111296604ns10:Originalns5:OtherRelatedPartyRelationshipType1ComponentTotalRelatedParties2021-06-30
REGISTERED NUMBER: 11296604 (England and Wales)












Report of the Director and

Financial Statements

for the Period

1 July 2021 to 31 December 2022

for

Blackthorn FS Limited

Blackthorn FS Limited (Registered number: 11296604)






Contents of the Financial Statements
for the Period 1 July 2021 to 31 December 2022




Page

Company Information 1

Report of the Director 2

Report of the Independent Auditors 3

Income Statement 7

Other Comprehensive Income 8

Statement of Financial Position 9

Statement of Changes in Equity 10

Statement of Cash Flows 11

Notes to the Statement of Cash Flows 12

Notes to the Financial Statements 13


Blackthorn FS Limited

Company Information
for the Period 1 July 2021 to 31 December 2022







DIRECTOR: Ms A K Gillett





REGISTERED OFFICE: Unit 8
74 Back Church Lane
London
E1 1LX





REGISTERED NUMBER: 11296604 (England and Wales)





AUDITORS: Ardor Business Solutions Limited
Statutory Auditors
Chartered Certified Accountants
Unit 1
Shrine Barn
Sanding Road
Hythe
Kent
CT21 4HE

Blackthorn FS Limited (Registered number: 11296604)

Report of the Director
for the Period 1 July 2021 to 31 December 2022

The director presents her report with the financial statements of the company for the period 1 July 2021 to 31 December 2022.

DIRECTORS
Ms A K Gillett has held office during the whole of the period from 1 July 2021 to the date of this report.

Other changes in directors holding office are as follows:

Ms N G Kundnani ceased to be a director after 31 December 2022 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless she is 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 director is required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Ardor Business Solutions Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





Ms A K Gillett - Director


9 October 2023

Report of the Independent Auditors to the Members of
Blackthorn FS Limited

Opinion
We have audited the financial statements of Blackthorn FS Limited (the 'company') for the period ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the period 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.

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 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 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Director has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Blackthorn FS Limited


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 Report of the Director.

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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Blackthorn FS Limited


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Officers and other management (as required by auditing standards).

We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
Blackthorn FS Limited


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 a Report of the Auditors 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.




Bryan Michael Kemsley FCCA FMAAT (Senior Statutory Auditor)
for and on behalf of Ardor Business Solutions Limited
Statutory Auditors
Chartered Certified Accountants
Unit 1
Shrine Barn
Sanding Road
Hythe
Kent
CT21 4HE

9 October 2023

Blackthorn FS Limited (Registered number: 11296604)

Income Statement
for the Period 1 July 2021 to 31 December 2022

Period
1/7/21
to Year Ended
31/12/22 30/6/21
Notes £    £   

TURNOVER - -

Administrative expenses 448,666 (1,250 )
OPERATING (LOSS)/PROFIT 4 (448,666 ) 1,250


Interest payable and similar expenses 5 694,236 446,630
LOSS BEFORE TAXATION (1,142,902 ) (445,380 )

Tax on loss 6 - -
LOSS FOR THE FINANCIAL PERIOD (1,142,902 ) (445,380 )

Blackthorn FS Limited (Registered number: 11296604)

Other Comprehensive Income
for the Period 1 July 2021 to 31 December 2022

Period
1/7/21
to Year Ended
31/12/22 30/6/21
Notes £    £   

LOSS FOR THE PERIOD (1,142,902 ) (445,380 )


OTHER COMPREHENSIVE INCOME
Issue of shares (858,000 ) 858,000
Income tax relating to other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD, NET OF INCOME
TAX


(858,000


)


858,000
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(2,000,902

)

412,620

Blackthorn FS Limited (Registered number: 11296604)

Statement of Financial Position
31 December 2022

31/12/22 30/6/21
Notes £    £    £    £   
FIXED ASSETS
Investments 7 418,193 297,311

CURRENT ASSETS
Debtors 8 6,925,085 1,075,578
Cash at bank 529,003 6,796,077
7,454,088 7,871,655
CREDITORS
Amounts falling due within one year 9 360,181 237,510
NET CURRENT ASSETS 7,093,907 7,634,145
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,512,100

7,931,456

CREDITORS
Amounts falling due after more than one
year

10

29,310

6,738,630
NET ASSETS 7,482,790 1,192,826

CAPITAL AND RESERVES
Called up share capital 12 1 1
Share premium 13 8,890,866 600,000
Other reserves 13 200,000 200,000
Convertible Loan Note Reserve 13 - 858,000
Retained earnings 13 (1,608,077 ) (465,175 )
SHAREHOLDERS' FUNDS 7,482,790 1,192,826

The financial statements were approved by the director and authorised for issue on 9 October 2023 and were signed by:





Ms A K Gillett - Director


Blackthorn FS Limited (Registered number: 11296604)

Statement of Changes in Equity
for the Period 1 July 2021 to 31 December 2022

Called up
share Retained Share
capital earnings premium
£    £    £   

Balance at 1 July 2020 1 (19,795 ) 600,000

Changes in equity
Total comprehensive income - (445,380 ) -
Balance at 30 June 2021 1 (465,175 ) 600,000

Changes in equity
Issue of share capital - - 8,290,866
Total comprehensive income - (1,142,902 ) -
Balance at 31 December 2022 1 (1,608,077 ) 8,890,866
Convertible
Other Loan Note Total
reserves Reserve equity
£    £    £   

Balance at 1 July 2020 200,000 - 780,206

Changes in equity
Total comprehensive income - 858,000 412,620
Balance at 30 June 2021 200,000 858,000 1,192,826

Changes in equity
Issue of share capital - - 8,290,866
Total comprehensive income - (858,000 ) (2,000,902 )
Balance at 31 December 2022 200,000 - 7,482,790

Blackthorn FS Limited (Registered number: 11296604)

Statement of Cash Flows
for the Period 1 July 2021 to 31 December 2022

Period
1/7/21
to Year Ended
31/12/22 30/6/21
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (5,459,143 ) (891,307 )
Interest paid (694,236 ) (446,630 )
Net cash from operating activities (6,153,379 ) (1,337,937 )

Cash flows from investing activities
Purchase of fixed asset investments (120,882 ) (64,310 )
Net cash from investing activities (120,882 ) (64,310 )

Cash flows from financing activities
New loans in year - 6,738,630
Amount introduced by directors 7,187 -
- 858,000
Net cash from financing activities 7,187 7,596,630

(Decrease)/increase in cash and cash equivalents (6,267,074 ) 6,194,383
Cash and cash equivalents at
beginning of period

2

6,796,077

601,694

Cash and cash equivalents at end of
period

2

529,003

6,796,077

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Statement of Cash Flows
for the Period 1 July 2021 to 31 December 2022

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Loss before taxation (1,142,902 ) (445,380 )
Owed by group undertakings (1,540,456 ) 8,200
Owed to group undertakings 221,110 (925,577 )
Finance costs 694,236 446,630
(1,768,012 ) (916,127 )
Increase in trade and other debtors (4,309,051 ) -
Increase in trade and other creditors 617,920 24,820
Cash generated from operations (5,459,143 ) (891,307 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Period ended 31 December 2022
31/12/22 1/7/21
£    £   
Cash and cash equivalents 529,003 6,796,077
Year ended 30 June 2021
30/6/21 1/7/20
£    £   
Cash and cash equivalents 6,796,077 601,694


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/7/21 Cash flow At 31/12/22
£    £    £   
Net cash
Cash at bank 6,796,077 (6,267,074 ) 529,003
6,796,077 (6,267,074 ) 529,003
Debt
Debts falling due after 1 year (6,738,630 ) 6,738,630 -
(6,738,630 ) 6,738,630 -
Total 57,447 471,556 529,003

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Financial Statements
for the Period 1 July 2021 to 31 December 2022

1. STATUTORY INFORMATION

Blackthorn FS Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


Amounts are rounded to the nearest Pound Sterling.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about Blackthorn FS Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and
estimates. The items in the financial statements where these judgements and estimates have been made
include:

The equity element of the convertible loan note has been calculated as the balance between the initial
proceeds of the loan and the discounted net present value of the loan. The discount factor used is based
on an estimate of what the interest would be on a loan that does not have an equity component.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Financial Statements - continued
for the Period 1 July 2021 to 31 December 2022

3. ACCOUNTING POLICIES - continued

Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition
of financial assets and liabilities like trade and other debtors and creditors, loans from banks
and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

- at fair value with changes recognised in the Statement of comprehensive income if the shares
are publicly traded or their fair value can otherwise be measured reliably;

- at cost less impairment for all other investments.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

4. OPERATING (LOSS)/PROFIT

The operating loss (2021 - operating profit) is stated after charging:

Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Auditors' remuneration 9,500 -
Foreign exchange differences 2,597 -

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Financial Statements - continued
for the Period 1 July 2021 to 31 December 2022

5. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Interest payable 694,236 446,630

6. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period ended 31 December 2022 nor for the year ended 30 June 2021.

Tax effects relating to effects of other comprehensive income

1/7/21 to 31/12/22
Gross Tax Net
£    £    £   
Issue of shares (858,000 ) - (858,000 )

30/6/21
Gross Tax Net
£    £    £   
Equity element on convertible loan note 858,000 - 858,000

7. FIXED ASSET INVESTMENTS
Shares in
group Unlisted
undertakings investments Totals
£    £    £   
COST
At 1 July 2021 262,311 35,000 297,311
Additions 120,882 - 120,882
At 31 December 2022 383,193 35,000 418,193
NET BOOK VALUE
At 31 December 2022 383,193 35,000 418,193
At 30 June 2021 262,311 35,000 297,311

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Blackthorn Finance Limited
Registered office: 74 Back Church Lane, Unit 8, London, E1 1LX.
Nature of business: Financial intermediation
%
Class of shares: holding
Ordinary 100.00
30.6.21 30.6.20
£    £   
Aggregate capital and reserves 281,620 115,758
Loss for the year (134,138 ) (31,988 )

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Financial Statements - continued
for the Period 1 July 2021 to 31 December 2022

7. FIXED ASSET INVESTMENTS - continued

Blackthorn Card Services Limited
Registered office: 74 Back Church Lane, Unit 8, London, E1 1LX.
Nature of business: Financial intermediation
%
Class of shares: holding
Ordinary 100.00
30.9.22 30.9.21
£    £   
Aggregate capital and reserves (79,997 ) 20,000
Loss for the year/period (99,997 ) -

WeSwap.com Limited (previously known as MK Fintech Limited)
Registered office: 74 Back Church Lane, Unit 8, London, E1 1LX.
Nature of business: Financial intermediation
%
Class of shares: holding
Ordinary 100.00
31.12.22
£   
Aggregate capital and reserves 93,361
Loss for the period/year (625,944 )

In addition to these the following subsidiaries exist:

- Blackthorn Europe UAB, registered in Lithuania

- Blackthorn Pay Inc., registered in Canada.

- Blackthorn Finance Limited, registered in Hong Kong.

8. DEBTORS
31/12/22 30/6/21
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings - 1,075,578
Other debtors 4,279,051 -
4,279,051 1,075,578

Amounts falling due after more than one year:
Amounts owed by group undertakings 2,616,034 -
Other debtors 30,000 -
2,646,034 -

Aggregate amounts 6,925,085 1,075,578

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Financial Statements - continued
for the Period 1 July 2021 to 31 December 2022

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 30/6/21
£    £   
Amounts owed to group undertakings 200,000 8,200
Other creditors 125,000 229,310
Directors' current accounts 7,187 -
Accruals and deferred income 27,994 -
360,181 237,510

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31/12/22 30/6/21
£    £   
Other loans (see note 11) - 6,738,630
Amounts owed to group undertakings 29,310 -
29,310 6,738,630

11. LOANS

An analysis of the maturity of loans is given below:

31/12/22 30/6/21
£    £   
Amounts falling due between two and five years:
Other loans - 2-5 years - 6,738,630

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/22 30/6/21
value: £    £   
1,227,343 Ordinary 0.000001 1 1
63,831 Ordinary A 0.000001 - -
1 1

227,343 Ordinary shares of 0.000001 each were allotted as fully paid at a premium of 36.4685332 per share during the period.

Blackthorn FS Limited (Registered number: 11296604)

Notes to the Financial Statements - continued
for the Period 1 July 2021 to 31 December 2022

13. RESERVES
Convertible
Retained Share Other Loan Note
earnings premium reserves Reserve Totals
£    £    £    £    £   

At 1 July 2021 (465,175 ) 600,000 200,000 858,000 1,192,825
Deficit for the period (1,142,902 ) (1,142,902 )
Cash share issue - 8,290,866 - (858,000 ) 7,432,866
At 31 December 2022 (1,608,077 ) 8,890,866 200,000 - 7,482,789

Other reserves
Comprises an initial capital contribution from the parent company.

Convertible loan note reserve
The equity element of the convertible loan note has been calculated as the balance between the initial
proceeds of the loan and the discounted net present value of the loan. The discount factor used is based on an estimate of what the interest would be on a loan that does not have an equity component.

14. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity

Amount due to ultimate beneficial owner at 31 December 2022 was £nil (at 30 June 2021: £200,000).

Convertible loan note balances owed to group companies at 31 December 2022 were £nil (at 30 June 2021: £2,083,288).

Entities over which the entity has control, joint control or significant influence
31/12/22 30/6/21
£    £   
Amount due from related party 2,616,034 1,075,578
Amount due to related party 229,310 8,200

15. ULTIMATE CONTROLLING PARTY

The company's immediate parent is Sync Capital Limited, a company incorporated in England. The
Ultimate controlling party is Mr Gope Shyamdas Kundnani.

16. PREPARATION OF THE FINANCIAL STATEMENTS

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.