Company registration number 11077380 (England and Wales)
ZENFINEX LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
ZENFINEX LIMITED
COMPANY INFORMATION
Directors
R O Dytz
(Appointed 10 August 2022)
Z Mahmood
(Appointed 30 March 2023)
Secretary
AML Registrars Limited
Company number
11077380
Registered office
4th Floor 4 Eastcheap
London
England
EC3M 1AE
Auditor
Fisher, Sassoon & Marks
43-45 Dorset Street
London
W1U 7NA
ZENFINEX LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 24
ZENFINEX LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

 

The Company is regulated in the UK by the Financial Conduct Authority ("FCA") as a limited scope investment firm. The Company is regulated to hold client money as a matched principal agency broker for the trading of Foreign Exchange ("FX") and Contract for Differences ("CFD") to its retail and institutional clients.

Review of the business

As an agency broker, the Company’s business model is predicated on driving client volumes which has a direct correlation to Company revenues. The Company derives its revenue from three sources:

 

  1. Spread mark-up

  2. Commissions

  3. Swap premiums

 

As our results show 2022 was a year where the business returned minimal revenue, but investment levels remained high. The business sees a long terms future in the UK and as such has invested in people and infrastructure to support future growth.

 

During the year, the Company issued 3,685,017 (2021 - 2,917,630) new £1 ordinary shares at par in order to provide additional working capital for the Company.

Principal risks and uncertainties

Zenfinex Limited is UK based, the Firm’s business model maximises the use of the specialist skills and experience within the Group, and sophisticated technology provide by its system vendors. Risk Management appetite is controlled via strong governance and oversight, within defined risk parameters approved by the Board.

 

The main risks identified by the Directors are dealt with individually below:

 

PRICE RISK

All client positions are simultaneously matched with liquidity providers and hence price or market risk is mitigated.

 

CREDIT RISK

The Company provides services to investors and carefully considers credit risk prior to agreeing individual contracts. All liquidity providers are carefully selected by the Directors to ensure they meet strict credit rating requirements. The Company also ensures diversification of counterparties to ensure any risk is spread.

 

CURRENCY RISK

The Company does not hedge against variations in exchange rates between currencies.

 

INTEREST RATE RISK

The Company has no significant interest bearing debts.

 

LIQUIDITY RISK

The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable demands. It has done this by providing adequate working capital on a regular basis. The Company is particularly conscious of the global effects the current COVID-19 Pandemic is having on many businesses. Whilst not immune to the adverse effects, the Directors are of the opinion that sufficient working capital will be made available to allow the Company to continue trading in spite of the current challenging market conditions.

 

REGULATORY RISK

The Company have made it clear that it is a high priority to satisfy all FCA rules and meet all regulatory requirements.

 

Financial key performance indicators

The Company does not rely on any specific KPI's instead relying on good general financial management with regards to debtors' control, working capital.

ZENFINEX LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006.

 

The board of directors of the Firm consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of the stakeholders and matters set out in s172(1) (a-f) of the Act in the decisions taken during the year ended 31 December 2022

 

Our mid-term plan for the period 2023-2024 was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering a good quality service for clients. We will continue to operate our business within tight budget controls and in line with our regulatory targets

 

We have considered and acted upon the interests of the company’s employees as detailed in the engagement with employees section of this report.

 

We have considered and acted upon the need to foster the company’s business relationships with suppliers, customers and others as detailed in the engagement with suppliers, customers and others section of this report.

 

As a member of financial market, one of our key objectives is to establish a resilient and fair financial market by active commitment to regulatory rule and supervises? Given that the current climate change requires every possible action, to the highest extent possible, the Firm’s office and client communications operate under a “paper free environment” principle. This policy has already been in place over a long period of time, minimizing the Firm’s impact on the environment and providing the greatest extent of client data protection.

 

As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours.

 

As the Board of Directors, our intention is to behave responsibly toward our stakeholders and treat them fairly and equally

 

 

On behalf of the board

R O Dytz
Director
24 November 2023
ZENFINEX LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be that of matched principal agency broker for the trading of Foreign Exchange ("FX") and Contract for Differences ("CFD") to its retail and institutional clients.

 

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

R O Dytz
(Appointed 10 August 2022)
M C Wright
(Resigned 31 August 2023)
Z Mahmood
(Appointed 30 March 2023)
N Cooke
(Resigned 22 April 2022)
Future developments

The business has seen significant investment over 2022 and this will continue in 2023 with the business looking to change its regulatory licence to become a full scope dealing as principal broker in Q2/3 of 2023. This will see the business investing more capital but will allow the business to be more versatile in onboarding both institutional clients and retail clients and driving revenue. Further to this the board has allocated a marketing budget which will allow the business to grow its footprint in the UK further.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Our engagement with responsible suppliers supports creating sustainable values on our service. By having a stable relationship, we work together to develop innovative new technologies to make our services better in the future. We support our suppliers to be motivated to deliver high quality work, which will deliver the best service to client in the long term.

 

Clients are at the heart of our business. We will strive for excellence in our client support services ensuring that we continually and consistently deliver fair outcomes to our clients. The cost of trading is one of the most important elements to our clients. The Firm aims to provide pricing which benefits clients while keeping operation costs low, in order to bring about overall benefits to all stakeholders involved. We recognize that client trust is a key factor in maintaining a loyal client base and that this will contribute towards long-term value for our business and stakeholders.

 

Engagement with employees

We believe that employees are fundamental to the delivery of our plan. We strive to offer a nurturing and motivating environment where each employee can develop their skills to the fullest. We encourage our employees to put forward innovative ideas and work with us for the improvement of our products and services.

 

The Firm is committed to promoting equal opportunities in employment. Our employees and any job applicants receive equal treatment regardless of age, disability, gender reassignment, marital or civil partner status, pregnancy or maternity, race, colour, nationality, ethnic or national origin, religion or belief, sex or sexual orientation. The Firm will not tolerate any form of discrimination, nor bullying or harassment. Our Equal Opportunities Policy, and our Bullying, and Harassment Policy form part of our Staff Handbook which is available to staff at all times.

ZENFINEX LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
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:

 

 

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.

On behalf of the board
R O Dytz
Director
24 November 2023
ZENFINEX LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ZENFINEX LIMITED
- 5 -
Opinion

We have audited the financial statements of Zenfinex Limited (the 'company') for the year ended 31 December 2022 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 related to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the company incurred a net loss of £1,866,878 during the year ended 31 December 2022. This condition, along with other matters as set forth in note 1.2 indicate that a material uncertainty exists that 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.

Other information

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

ZENFINEX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZENFINEX LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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.

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

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.

ZENFINEX LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ZENFINEX LIMITED
- 7 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

Jonathan Marks
Senior Statutory Auditor
For and on behalf of Fisher, Sassoon & Marks
24 November 2023
Chartered Accountants
Statutory Auditor
43-45 Dorset Street
London
W1U 7NA
ZENFINEX LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
Year
Period
ended
ended
31 December
31 December
2022
2021
Notes
£
£
Turnover
3
396,747
238,756
Administrative expenses
(2,127,880)
(2,009,233)
Operating loss
4
(1,731,133)
(1,770,477)
Interest receivable and similar income
7
196
-
0
Interest payable and similar expenses
8
-
0
(7,351)
Amounts written off investments
9
(135,941)
-
Loss before taxation
(1,866,878)
(1,777,828)
Tax on loss
10
-
0
-
0
Loss for the financial year
(1,866,878)
(1,777,828)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

ZENFINEX LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
Year
Period
ended
ended
2022
2021
£
£
Loss for the year
(1,866,878)
(1,777,828)
Other comprehensive income
-
-
Total comprehensive income for the year
(1,866,878)
(1,777,828)
ZENFINEX LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 10 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
11
32,908
7,116
Investments
12
-
0
135,941
32,908
143,057
Current assets
Debtors
13
2,980,567
1,625,052
Cash at bank and in hand
916,488
632,667
3,897,055
2,257,719
Creditors: amounts falling due within one year
14
(819,178)
(1,108,130)
Net current assets
3,077,877
1,149,589
Net assets
3,110,785
1,292,646
Capital and reserves
Called up share capital
18
7,267,122
3,582,105
Profit and loss reserves
(4,156,337)
(2,289,459)
Total equity
3,110,785
1,292,646
The financial statements were approved by the board of directors and authorised for issue on 24 November 2023 and are signed on its behalf by:
R O Dytz
Director
Company registration number 11077380 (England and Wales)
ZENFINEX LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2021
664,475
(511,631)
152,844
Period ended 31 December 2021:
Loss and total comprehensive income for the period
-
(1,777,828)
(1,777,828)
Issue of share capital
18
2,917,630
-
2,917,630
Balance at 31 December 2021
3,582,105
(2,289,459)
1,292,646
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(1,866,878)
(1,866,878)
Issue of share capital
18
3,685,017
-
3,685,017
Balance at 31 December 2022
7,267,122
(4,156,337)
3,110,785
ZENFINEX LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
2022
2021
Notes
£
£
£
£
Restated
Cash flows from operating activities
Cash absorbed by operations
23
(3,158,815)
(2,402,946)
Interest paid
-
0
(7,351)
Net cash outflow from operating activities
(3,158,815)
(2,410,297)
Investing activities
Purchase of tangible fixed assets
(32,577)
(6,043)
Proceeds from disposal of investments
-
0
(135,941)
Interest received
196
-
0
Net cash used in investing activities
(32,381)
(141,984)
Financing activities
Proceeds from issue of shares
3,685,017
2,917,630
Repayment of borrowings
(210,000)
Net cash generated from financing activities
3,475,017
2,917,630
Net increase in cash and cash equivalents
283,821
365,349
Cash and cash equivalents at beginning of year
632,667
267,318
Cash and cash equivalents at end of year
916,488
632,667
ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
1
Accounting policies
Company information

Zenfinex Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor 4 Eastcheap, London, England, EC3M 1AE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

The company incurred a net loss of £1,866,878 (2021: £1,777,828) during the year ended 31st December 2022. The accounts have been prepared on a going concern basis, as ultimately controlling party has given the assurance that he will continue to support the operational existence for the foreseeable future. Thus, the directors continued to adopt the going concern basis of accounting in preparing the financial statements.

 

1.3
Turnover

Turnover is measured at net consideration received / paid on all realised positions and net fair market value of open Foreign exchange and CFD positions with clients and all other counterparties.

1.4
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
33% 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.

1.5
Fixed asset investments

Investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -

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.

1.7
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.

1.8
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
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.

1.10
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.

1.11
Retirement benefits

Payments to pension contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13

Prior year adjustment

In the prior period, Debtors:- amount of £262,674 owed by associate undertakings and other debtors £1,159,342 were incorrectly classified. Creditors:- amount of £203,036 owed by group undertaking, net equity balances of £723,609, amount owed to associate undertakings £73,220 accruals £66,265 were incorrectly classified in period ended 31st December 2021 As a result, the prior period's financial statements have been restated to reflect the correct classification of these amounts.

 

The restatement has the following impact on the prior period's financial statements:

 

 

                    As previously stated         As restated

                        2021             2021

                        £             £

            

Debtors:                

Trade debtors          - 1,106,817

Amount owed by associate undertakings     262,674          -

Other debtors                  1,159,342             465,710    

Prepayments and accrued income - 52,525

            

Creditors: Amount falling due within one year:

Trade creditors                     -             789,873

Amount owed to associate undertakings 73,220 -

Other creditors                  521,560          74,206

Accruals              100,314             34,049

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 17 -
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.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Commission on trading activities
396,747
238,756
2022
2021
£
£
Other revenue
Interest income
196
-
4
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(70,930)
155
Fees payable to the company's auditor for the audit of the company's financial statements
13,250
9,500
Depreciation of owned tangible fixed assets
6,785
1,555
Operating lease charges
97,711
87,817
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Management and operations team
13
5
ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2022
2021
£
£
Wages and salaries
900,710
412,673
Social security costs
105,946
44,590
Pension costs
9,195
5,143
1,015,851
462,406
6
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
281,202
103,248
Remuneration disclosed above include the following amounts paid to the highest paid director:
2022
2021
£
£
Remuneration for qualifying services
178,333
-
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Other interest income
196
-
0
8
Interest payable and similar expenses
2022
2021
£
£
Other finance costs:
Other interest
-
0
7,351
9
Amounts written off investments
2022
2021
£
£
Investments written off
(135,941)
-
0
ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
10
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Loss before taxation
(1,866,878)
(1,777,828)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(354,707)
(337,787)
Tax effect of expenses that are not deductible in determining taxable profit
1,289
-
0
Unutilised tax losses carried forward
361,464
337,787
Tax effect due capital allowances
(8,046)
-
0
Taxation charge for the year
-
-

The company has tax losses carried forward as at 31st December 2022 of £4,199,019 (2021: £2.296.575). A deferred tax asset has not been recognised in respect of the losses due to the uncertainty as to the timing of future taxable profits.

 

 

11
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 January 2022
9,066
Additions
32,577
At 31 December 2022
41,643
Depreciation and impairment
At 1 January 2022
1,950
Depreciation charged in the year
6,785
At 31 December 2022
8,735
Carrying amount
At 31 December 2022
32,908
At 31 December 2021
7,116
ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
12
Fixed asset investments
2022
2021
£
£
Investments
-
0
135,941
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 January 2022
135,941
Written off
(135,941)
At 31 December 2022
-
Carrying amount
At 31 December 2022
-
At 31 December 2021
135,941

Investments were held in unlisted companies.

13
Debtors
2022
2021
Amounts falling due within one year:
£
£
Restated
Trade debtors
611,764
1,106,817
Other debtors
2,299,485
465,709
Prepayments and accrued income
69,318
52,526
2,980,567
1,625,052

Other debtors include amount due from related companies £2,299,485 (2022: £465,709).

14
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Restated
Other borrowings
15
-
0
210,000
Trade creditors
548,433
789,875
Other creditors
220,055
74,206
Accruals and deferred income
50,690
34,049
819,178
1,108,130

Trade creditors includes net equity balances of £485,828 (2021: £723,609). The corresponding amounts are included in the trade debtors. Other creditors include the amount due to related companies £nil (2021: £73,219).

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
15
Loans and overdrafts
2022
2021
£
£
Other loans
-
0
210,000
Payable within one year
-
0
210,000
16
Financial instruments
2022
2021
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
2,911,249
1,572,526
Investment written off through the profit and  loss account
-
135,941
Carrying amount of financial liabilities
Measured at amortised cost
819,178
1,108,130
17
Retirement benefit schemes
2022
2021
Pension contribution schemes
£
£
Charge to profit or loss in respect of pension contribution schemes
9,195
5,143

The company operates a pension contribution scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
7,267,122
3,582,105
7,267,122
3,582,105

During the year the Company issued 3,685,017 (2021: 2,917,630) new £1 ordinary shares at par to provide additional working capital for the Company.

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
19
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2022
2021
£
£
Within one year
61,021
5,500
Between two and five years
96,616
-
0
157,637
5,500
20
Events after the reporting date

The firm received approval from FCA for the Variation of Permission from a Matched Principal Broker to become a full scope MIFIDPRU 750k firm on 9th November 2023 allowing the firm to take exposure on its books. Zenfinex Limited has also added a new trading name and now will dedicate Taurex to the retail business and Zenfinex to institutional clients.

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
21
Related party transactions

Other loan includes a fixed term loan of £nil (2021:£210,000) was provided to the Company by a connected person of the parent Zenfinex Technologies Limited. During the year the balance due to the connected person was repaid by O H Tatum IV personally.

 

Summary of transactions with other related parties

 

ZFN Europe Ltd

 

During the year, the company paid expenses of £184,941 (2021: £144,223) on behalf of ZFN Europe Ltd. At the balance sheet date ZFN Europe Ltd owed £184,941(2021: £144,223) to Zenfinex Limited.

 

Zenfinex Financial Services (DIFC) Limited

 

During the year, the company paid expenses of £164,102 (2021: £111,967) on behalf of Zenfinex Financial Services (DIFC) Limited. At the balance sheet date ZFN Europe Ltd owed £164,102 (2021: £111,967) to Zenfinex Limited.

 

Zenfinex Global Limited

 

During the year, the company provided services to Zenfinex Global Limited of £450,480 (2021: £203,035). The company paid expenses of £222,061 (2021: £nil) on behalf of Zenfinex Global Limited. At the balance sheet date Zenfinex Global Limited owed £521,111 (2021: £209,519) to Zenfinex Limited.

 

Finex Solutions SDN. BHD.

 

During the year, the company paid expenses of £87,248 (2021: £nil) on behalf of Finex Solutions SDN. BHD. At the balance sheet date Finex Solutions SDN. BHD. owed £87,248 to Zenfinex Limited.

 

Foch Consulting S.A.R.L

 

During the year, the company paid expenses of £144,742 (2021: £nil) on behalf of Foch Consulting S.A.R.L. At the balance sheet date Foch Consulting S.A.R.L owed £144,742 to Zenfinex Limited.

 

ZFN Global LLC

 

During the year, the company paid expenses of £10,123 (2021: £nil) on behalf of ZFN Global LLC. At the balance sheet date ZFN Global LLC owed £10,123 to Zenfinex Limited.

 

Everything Trading Group Limited

 

During the year, the company paid expenses of £449,622 (2021: £nil) on behalf of Everything Trading Group Limited. At the balance sheet date Everything Trading Group Limited owed £449,622 to Zenfinex Limited.

 

Zenfinex Global LLC

 

During the year, the company paid expenses of £755,594 (2021: £nil) on behalf of Zenfinex Global LLC. At the balance sheet date Zenfinex Global LLC, owed £755,594 to Zenfinex Limited.

 

The above companies are related due to common ownership of the shareholders.

22
Ultimate controlling party

In the opinion of the directors, Zenfinex Technologies Limited is the immediate parent undertaking by virtue of owning the majority of the issued share capital. The ultimate controlling party is O H Tatum IV.

 

ZENFINEX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
23
Cash absorbed by operations
Restated
2022
2021
£
£
Loss for the year after tax
(1,866,878)
(1,777,828)
Adjustments for:
Finance costs
-
0
7,351
Investment income
(196)
-
0
Depreciation and impairment of tangible fixed assets
6,785
1,555
Other gains and losses
135,941
-
Movements in working capital:
Increase in debtors
(1,355,515)
(1,412,736)
(Decrease)/increase in creditors
(78,952)
778,712
Cash absorbed by operations
(3,158,815)
(2,402,946)
24
Analysis of changes in net funds
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
632,667
283,821
916,488
Borrowings excluding overdrafts
(210,000)
210,000
-
422,667
493,821
916,488
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