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REGISTERED NUMBER: 10024682 (England and Wales)












Report of the Directors and

Financial Statements

for the Period

1 July 2021 to 31 December 2022

for

Blackthorn Finance Ltd

Blackthorn Finance Ltd (Registered number: 10024682)






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




Page

Company Information 1

Report of the Directors 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 Finance Ltd

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







DIRECTORS: D A Sweeney
Ms A K Gillett



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



REGISTERED NUMBER: 10024682 (England and Wales)



SENIOR STATUTORY AUDITOR: Bryan Michael Kemsley FCCA FMAAT



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

Blackthorn Finance Ltd (Registered number: 10024682)

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

The directors present their report with the financial statements of the company for the period 1 July 2021 to 31 December 2022.

DIRECTORS
The directors who have held office during the period from 1 July 2021 to the date of this report are as follows:

Ms O I Ancion - resigned 15 August 2022
Ms C V D Oliveira - appointed 15 August 2022

D A Sweeney and Ms A K Gillett were appointed as directors after 31 December 2022 but prior to the date of this report.

Mr N G Kundnani and Ms C V D Oliveira ceased to be directors after 31 December 2022 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or 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


23 November 2023

Report of the Independent Auditors to the Members of
Blackthorn Finance Ltd

Opinion
We have audited the financial statements of Blackthorn Finance Ltd (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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Blackthorn Finance Ltd


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 Directors.

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

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

Report of the Independent Auditors to the Members of
Blackthorn Finance Ltd


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 Finance Ltd


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

23 November 2023

Blackthorn Finance Ltd (Registered number: 10024682)

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 3,419,278 916,774

Cost of sales 1,039,242 351,870
GROSS PROFIT 2,380,036 564,904

Administrative expenses 2,549,181 699,008
(169,145 ) (134,104 )

Other operating income 42,500 -
OPERATING LOSS 5 (126,645 ) (134,104 )

Interest receivable and similar income - 5
(126,645 ) (134,099 )

Interest payable and similar expenses 6 - 39
LOSS BEFORE TAXATION (126,645 ) (134,138 )

Tax on loss 7 - -
LOSS FOR THE FINANCIAL PERIOD (126,645 ) (134,138 )

Blackthorn Finance Ltd (Registered number: 10024682)

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 (126,645 ) (134,138 )


OTHER COMPREHENSIVE INCOME
Capital contribution from Parent 1,000,000 300,000
Income tax relating to other
comprehensive income

-

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


1,000,000


300,000
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

873,355

165,862

Blackthorn Finance Ltd (Registered number: 10024682)

Statement of Financial Position
31 December 2022

31/12/22 30/6/21
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 831,285 357,865
Tangible assets 9 58,191 -
889,476 357,865

CURRENT ASSETS
Debtors 10 606,869 36,230
Cash at bank 988,050 1,217,954
1,594,919 1,254,184
CREDITORS
Amounts falling due within one year 11 1,329,420 1,330,429
NET CURRENT ASSETS/(LIABILITIES) 265,499 (76,245 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,154,975

281,620

CAPITAL AND RESERVES
Called up share capital 12 1 1
Other reserves 13 1,500,000 500,000
Retained earnings 13 (345,026 ) (218,381 )
SHAREHOLDERS' FUNDS 1,154,975 281,620

The financial statements were approved by the Board of Directors and authorised for issue on 23 November 2023 and were signed on its behalf by:





Ms A K Gillett - Director


Blackthorn Finance Ltd (Registered number: 10024682)

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

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   

Balance at 1 July 2020 1 (84,243 ) 200,000 115,758

Changes in equity
Total comprehensive income - (134,138 ) 300,000 165,862
Balance at 30 June 2021 1 (218,381 ) 500,000 281,620

Changes in equity
Total comprehensive income - (126,645 ) 1,000,000 873,355
Balance at 31 December 2022 1 (345,026 ) 1,500,000 1,154,975

Blackthorn Finance Ltd (Registered number: 10024682)

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 (470,506 ) 1,057,223
Interest paid - (39 )
Net cash from operating activities (470,506 ) 1,057,184

Cash flows from investing activities
Purchase of intangible fixed assets (689,011 ) (169,276 )
Purchase of tangible fixed assets (70,387 ) -
Interest received - 5
Net cash from investing activities (759,398 ) (169,271 )

Cash flows from financing activities
Capital contribution 1,000,000 300,000
Net cash from financing activities 1,000,000 300,000

(Decrease)/increase in cash and cash equivalents (229,904 ) 1,187,913
Cash and cash equivalents at
beginning of period

2

1,217,954

30,041

Cash and cash equivalents at end of
period

2

988,050

1,217,954

Blackthorn Finance Ltd (Registered number: 10024682)

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 (126,645 ) (134,138 )
Depreciation charges 227,787 75,045
Increase in amounts owed to groups (627,870 ) 1,010,520
Finance costs - 39
Finance income - (5 )
(526,728 ) 951,461
Increase in trade and other debtors (591,462 ) -
Increase in trade and other creditors 647,684 105,762
Cash generated from operations (470,506 ) 1,057,223

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 988,050 1,217,954
Year ended 30 June 2021
30/6/21 1/7/20
£    £   
Cash and cash equivalents 1,217,954 30,041


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/7/21 Cash flow At 31/12/22
£    £    £   
Net cash
Cash at bank 1,217,954 (229,904 ) 988,050
1,217,954 (229,904 ) 988,050
Total 1,217,954 (229,904 ) 988,050

Blackthorn Finance Ltd (Registered number: 10024682)

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

1. STATUTORY INFORMATION

Blackthorn Finance Ltd 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.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - Straight line over 18 months
Fixtures and fittings - Straight line over 5 years
Computer equipment - straight line over 3 years

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.

Blackthorn Finance Ltd (Registered number: 10024682)

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

3. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4. EMPLOYEES AND DIRECTORS
Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Wages and salaries 1,150,886 189,363
Social security costs 92,308 4,619
Other pension costs 32,605 797
1,275,799 194,779

The average number of employees during the period was as follows:
Period
1/7/21
to Year Ended
31/12/22 30/6/21

Management 2 2
IT 6 -
Operations 10 -
FinCrime 5 -
Legal 3 -
Sales 3 -
29 2

Directors emoluments represent fees. No employers pension contributions in respect of directors have
been made.

Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Directors' remuneration 280,000 150,000

Blackthorn Finance Ltd (Registered number: 10024682)

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

4. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director for the period ended 31 December 2022 is as follows:
Period
1/7/21
to
31/12/22
£   
Emoluments etc 280,000

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Hire of plant and machinery 15,780 -
Other operating leases 123,962 -
Depreciation - owned assets 12,196 -
Development costs amortisation 215,591 75,045
Auditors' remuneration 17,000 15,000
Auditors' remuneration for non audit work 19,380 14,500
Foreign exchange differences (104,224 ) 8,075

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1/7/21
to Year Ended
31/12/22 30/6/21
£    £   
Interest payable - 39

7. 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
£    £    £   
Capital contribution from Parent 1,000,000 - 1,000,000

30/6/21
Gross Tax Net
£    £    £   
Capital contribution from Parent 300,000 - 300,000

Blackthorn Finance Ltd (Registered number: 10024682)

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

8. INTANGIBLE FIXED ASSETS
Developme
costs
£   
COST
At 1 July 2021 435,083
Additions 689,011
At 31 December 2022 1,124,094
AMORTISATION
At 1 July 2021 77,218
Amortisation for period 215,591
At 31 December 2022 292,809
NET BOOK VALUE
At 31 December 2022 831,285
At 30 June 2021 357,865

Intangible assets relate to the development expenditure in relation to a global payment and FX
solutions platform.

9. TANGIBLE FIXED ASSETS
Improvements Fixtures
to and Computer
property fittings equipment Totals
£    £    £    £   
COST
Additions 23,874 34,320 12,193 70,387
At 31 December 2022 23,874 34,320 12,193 70,387
DEPRECIATION
Charge for period 4,519 5,719 1,958 12,196
At 31 December 2022 4,519 5,719 1,958 12,196
NET BOOK VALUE
At 31 December 2022 19,355 28,601 10,235 58,191

10. DEBTORS
31/12/22 30/6/21
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings 15,406 36,229
Other debtors 274,715 -
Called up share capital not paid 1 1
Prepayments and accrued income 283,747 -
573,869 36,230

Blackthorn Finance Ltd (Registered number: 10024682)

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

10. DEBTORS - continued
31/12/22 30/6/21
£    £   
Amounts falling due after more than one year:
Other debtors 33,000 -

Aggregate amounts 606,869 36,230

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31/12/22 30/6/21
£    £   
Trade creditors 329,613 47,064
Amounts owed to group undertakings 554,337 1,196,749
Social security and other taxes 24,560 5,808
Other creditors 351,469 797
Accruals and deferred income 69,441 80,011
1,329,420 1,330,429

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/12/22 30/6/21
value: £    £   
100 Ordinary 0.01 1 1

13. RESERVES
Retained Other
earnings reserves Totals
£    £    £   

At 1 July 2021 (218,381 ) 500,000 281,619
Deficit for the period (126,645 ) (126,645 )
Capital contribution from Parent - 1,000,000 1,000,000
At 31 December 2022 (345,026 ) 1,500,000 1,154,974

Other reserves
Other reserves comprise a capital contribution made into the Company by its parent.

14. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
31/12/22 30/6/21
£    £   
Amount due from related party 500 -
Amount due to related party 554,337 -

Key management personnel of the entity or its parent (in the aggregate)
31/12/22 30/6/21
£    £   
Amount due from related party 39,757 -

Blackthorn Finance Ltd (Registered number: 10024682)

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

15. ULTIMATE CONTROLLING PARTY

The immediate parent company is Blackthorn FS Limited a company registered in England and Wales.
The ultimate controlling party is Mr G S Kundnani by virtue of his ownership of the share capital of Sync
Capital Limited, the ultimate parent Company.

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.