Caseware UK (AP4) 2023.0.135 2023.0.135 2022-12-312022-12-31false2022-01-01false11812false 12586871 2022-01-01 2022-12-31 12586871 2021-01-01 2021-12-31 12586871 2022-12-31 12586871 2021-12-31 12586871 2021-01-01 12586871 1 2022-01-01 2022-12-31 12586871 1 2021-01-01 2021-12-31 12586871 2 2022-01-01 2022-12-31 12586871 2 2021-01-01 2021-12-31 12586871 5 2022-01-01 2022-12-31 12586871 5 2021-01-01 2021-12-31 12586871 1 2022-01-01 2022-12-31 12586871 e:CompanySecretary1 2022-01-01 2022-12-31 12586871 e:Director1 2022-01-01 2022-12-31 12586871 e:Director2 2022-01-01 2022-12-31 12586871 e:Director2 2022-12-31 12586871 e:Director3 2022-01-01 2022-12-31 12586871 e:Director3 2022-12-31 12586871 e:Director4 2022-01-01 2022-12-31 12586871 e:Director4 2022-12-31 12586871 e:Director5 2022-01-01 2022-12-31 12586871 e:Director5 2022-12-31 12586871 e:Director6 2022-01-01 2022-12-31 12586871 e:Director6 2022-12-31 12586871 e:RegisteredOffice 2022-01-01 2022-12-31 12586871 d:OfficeEquipment 2022-01-01 2022-12-31 12586871 d:OfficeEquipment 2022-12-31 12586871 d:OfficeEquipment 2021-12-31 12586871 d:OfficeEquipment d:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 12586871 d:ComputerEquipment 2022-01-01 2022-12-31 12586871 d:ComputerEquipment 2022-12-31 12586871 d:ComputerEquipment 2021-12-31 12586871 d:ComputerEquipment d:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 12586871 d:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 12586871 d:CurrentFinancialInstruments 2022-12-31 12586871 d:CurrentFinancialInstruments 2021-12-31 12586871 d:Non-currentFinancialInstruments 2022-12-31 12586871 d:Non-currentFinancialInstruments 2021-12-31 12586871 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12586871 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 12586871 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 12586871 d:Non-currentFinancialInstruments d:AfterOneYear 2021-12-31 12586871 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 12586871 d:ReportableOperatingSegment1 2021-01-01 2021-12-31 12586871 d:ReportableOperatingSegment7 2022-01-01 2022-12-31 12586871 d:ReportableOperatingSegment7 2021-01-01 2021-12-31 12586871 f:UnitedKingdom 2022-01-01 2022-12-31 12586871 f:UnitedKingdom 2021-01-01 2021-12-31 12586871 d:UKTax 2022-01-01 2022-12-31 12586871 d:UKTax 2021-01-01 2021-12-31 12586871 d:ShareCapital 2022-01-01 2022-12-31 12586871 d:ShareCapital 2022-12-31 12586871 d:ShareCapital 2021-01-01 2021-12-31 12586871 d:ShareCapital 2021-12-31 12586871 d:ShareCapital 2021-01-01 12586871 d:OtherMiscellaneousReserve 2022-01-01 2022-12-31 12586871 d:OtherMiscellaneousReserve 2022-12-31 12586871 d:OtherMiscellaneousReserve 2 2022-01-01 2022-12-31 12586871 d:OtherMiscellaneousReserve 2021-01-01 2021-12-31 12586871 d:OtherMiscellaneousReserve 2021-12-31 12586871 d:OtherMiscellaneousReserve 2021-01-01 12586871 d:OtherMiscellaneousReserve 2 2021-01-01 2021-12-31 12586871 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12586871 d:RetainedEarningsAccumulatedLosses 2022-12-31 12586871 d:RetainedEarningsAccumulatedLosses 2 2022-01-01 2022-12-31 12586871 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 12586871 d:RetainedEarningsAccumulatedLosses 2021-12-31 12586871 d:RetainedEarningsAccumulatedLosses 2021-01-01 12586871 d:RetainedEarningsAccumulatedLosses 2 2021-01-01 2021-12-31 12586871 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 12586871 d:AcceleratedTaxDepreciationDeferredTax 2021-12-31 12586871 d:OtherDeferredTax 2022-12-31 12586871 d:OtherDeferredTax 2021-12-31 12586871 e:OrdinaryShareClass1 2022-01-01 2022-12-31 12586871 e:OrdinaryShareClass1 2022-12-31 12586871 e:OrdinaryShareClass1 2021-12-31 12586871 e:FRS102 2022-01-01 2022-12-31 12586871 e:Audited 2022-01-01 2022-12-31 12586871 e:FullAccounts 2022-01-01 2022-12-31 12586871 e:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 12586871 7 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12586871









FORISGFS UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
FORISGFS UK LIMITED
 
 
COMPANY INFORMATION


Directors
R De Marco E Melo 
M Ward (appointed 3 March 2023, resigned 16 January 2024)
N C G Andrews resigned 23 March 2022)
J N R D Charteris (appointed 4 February 2022, resigned 23 March 2022)
A A Lorenzo (appointed 3 March 2023)
G F Tucker (appointed 16 January 2024)




Company secretary
Tricor Corporate Secretaries Limited



Registered number
12586871



Registered office
Tricor Suite 4th Floor
50 Mark Lane

London, United Kingdom

EC3R 7QR




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
FORISGFS UK LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 5
Independent Auditors' Report
 
 
6 - 10
Statement of Comprehensive Income
 
 
11
Statement of Financial Position
 
 
12
Statement of Changes in Equity
 
 
13
Statement of Cash Flows
 
 
14
Notes to the Financial Statements
 
 
15 - 26

 
FORISGFS UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The Directors present their strategic report for ForisGFS UK Limited (“the Company”) for the year ended 31 December 2022.
The principal activity of the Company is that of offering a mobile application for pre-paid card issuers and providing services to the holding company, related company, and related parties.

Business review
 
The Company reported of loss after taxation of £2,334,897 for the year ended 31 December 2022.  The result for the year and the financial position at the year-end were considered satisfactory by the Directors.
On 22 December 2022, the decision was made to migrate the Company’s UK card programme to Foris MT Limited, a related company regulated by the Malta Financial Services Authority. The Company has obtained the UK Electronic Money and Payment Institution ("EMI") license from the UK Financial Conduct Authority in late 2023, and it is under the Company's plan to recommence the UK card program business in 2024.
In order to maintain sufficient capital resources, subsequent to the financial year end, the Company received a £15m capital injection from its immediate parent on 30 June 2023.

Principal risks and uncertainties
 
Risks and uncertainties continue to be assessed by the Company on an ongoing basis.
The Company is indirectly exposed to volatility in the digital assets industry, as the wallet app and prepaid card form two parts of the ecosystem offered by Crypto.com, providing customers with an avenue for buying, selling, and spending cryptocurrency.
After a positive year in 2021, the crypto market encountered significant headwinds in 2022, marked by institutional bankruptcies, a hostile regulatory environment, and a negative sentiment amongst retail traders.  This market deterioration affected the Company’s business as customers reduced crypto spending. To reflect the overall market downturn, the transfer pricing mark-up was reduced during the year.
The Company is exposed to strategic, compliance and regulatory, financial, and operational risk.  The Company has a risk analysis and control framework, through which it seeks to address and mitigate all material risks.
The Company has policies and procedures covering disaster recovery and health and safety to ensure operational risk are minimised.
The Company maintains adequate resources as well as closely managing strict compliance with all regulations set out by the FCA.

Financial key performance indicators
 
The key performance indicators of the Company are Income and gross profit.  These are summarised below for the year ended 31 December 2022:
                  
2022      2021
Income                                    £26,637,969   £18,200,354
  
Gross profit                                                                                    £17,559,459    £8,540,573

Page 1

 
FORISGFS UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Other key performance indicators
 
Other key non-financial performance indicators are summarised below.
        
         
        2022  2021
Headcount (average monthly number)                               118           12
Number of cards issued              489,000          255,000


This report was approved by the board on 4 February 2024 and signed on its behalf.



R De Marco E Melo
Director

Page 2

 
FORISGFS UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the Company is that of offering mobile application for pre-paid card issuers and providing services to the holding company, related company and related parties.

Results and dividends

The loss for the year, after taxation, amounted to £2,334,897 (2021 - profit £1,074,725).

During the year there was no dividends paid or declared.

Directors

The directors who served during the year were:

R De Marco E Melo 
N C G Andrews (resigned 23 March 2022)
J N R D Charteris (appointed 4 February 2022, resigned 23 March 2022)

Page 3

 
FORISGFS UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Future developments

The Company has obtained the UK Electronic Money and Payment Institution ("EMI") license from the UK Financial Conduct Authority in late 2023, and it is under the Company's plan to recommence the UK card program business in 2024.

Page 4

 
FORISGFS UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

Subsequent to the year end, the company incurred a loss if £11.6million in relation to a settlement agreement entered into with a former supplier. To mitigate this, the Company issued a further £15million in share capital in July 2023 and £6million in December 2023 via an additional capital injection from the parent company.

Auditors

Under section 487 (2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





R De Marco E Melo
Director

Date: 4 February 2024

Page 5

 
FORISGFS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORISGFS UK LIMITED
 

Opinion


We have audited the financial statements of ForisGFS UK Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 United Kingdom, including the Financial Reporting Council'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.


Page 6

 
FORISGFS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORISGFS UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' 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.


Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 7

 
FORISGFS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORISGFS UK LIMITED (CONTINUED)


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:


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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.


Page 8

 
FORISGFS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORISGFS UK LIMITED (CONTINUED)


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 an Auditors' 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

•     Enquiring of management around actual and potential litigation and claims;
•     Reviewing financial statement disclosures and testing to supporting documentation
      with applicable laws and regulations;
•     Performing audit work over the risks of management override of controls, including testing of journal 
      entries and other adjustments for appropriateness, evaluating business rationale of significant transactions
      outside the normal course of business, and reviewing accounting estimates for bias.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


Page 9

 
FORISGFS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORISGFS UK LIMITED (CONTINUED)


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 2006Our 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 Auditors' 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.





Michael Wedge FCA (Senior Statutory Auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
London

5 February 2024
Page 10

 
FORISGFS UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 3 
26,637,969
18,200,354

Cost of sales
  
(9,078,510)
(9,659,781)

Gross profit
  
17,559,459
8,540,573

Administrative expenses
  
(19,763,790)
(7,192,400)

Operating (loss)/profit
  
(2,204,331)
1,348,173

Tax on (loss)/profit
 7 
(130,566)
(273,448)

(Loss)/profit for the financial year
  
(2,334,897)
1,074,725

Total comprehensive income for the year
  
(2,334,897)
1,074,725

The notes on pages 15 to 26 form part of these financial statements.

Page 11

 
FORISGFS UK LIMITED
REGISTERED NUMBER: 12586871

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible assets
 8 
783,369
218,766

  
783,369
218,766

Current assets
  

Debtors: amounts falling due within one year
 9 
25,359,668
25,566,721

Cash at bank and in hand
 10 
222,148
2,992,359

  
25,581,816
28,559,080

Creditors: amounts falling due within one year
 11 
(26,382,919)
(23,529,108)

Net current (liabilities)/assets
  
 
 
(801,103)
 
 
5,029,972

Total assets less current liabilities
  
(17,734)
5,248,738

Creditors: amounts falling due after more than one year
 12 
(526,887)
(3,893,408)

Provisions for liabilities
  

Deferred tax
 13 
(185,258)
(54,692)

  
 
 
(185,258)
 
 
(54,692)

Net (liabilities)/assets
  
(729,879)
1,300,638


Capital and reserves
  

Called up share capital 
 14 
1
1

Other reserves
 15 
394,546
90,166

Profit and loss account
 15 
(1,124,426)
1,210,471

  
(729,879)
1,300,638


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 February 2024.




R De Marco E Melo
Director

The notes on pages 15 to 26 form part of these financial statements.
Page 12

 
FORISGFS UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 January 2021
1
-
135,746
135,747


Comprehensive income for the year

Profit for the year

-
-
1,074,725
1,074,725
Total comprehensive income for the year
-
-
1,074,725
1,074,725


Contributions by and distributions to owners

Share based payment reserve
-
90,166
-
90,166


Total transactions with owners
-
90,166
-
90,166



At 1 January 2022
1
90,166
1,210,471
1,300,638


Comprehensive income for the year

Loss for the year

-
-
(2,334,897)
(2,334,897)
Total comprehensive income for the year
-
-
(2,334,897)
(2,334,897)


Contributions by and distributions to owners

Share based payment reserve
-
304,380
-
304,380


Total transactions with owners
-
304,380
-
304,380


At 31 December 2022
1
394,546
(1,124,426)
(729,879)
Page 13

 
FORISGFS UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(2,334,897)
1,074,725

Adjustments for:

Depreciation of tangible assets
423,749
17,629

Loss on disposal of tangible assets
176,316
-

Taxation charge
165,497
273,448

Decrease/(increase) in debtors
656,533
(23,412,498)

(Increase)/decrease in amounts owed by groups
(449,482)
89,954

(Decrease)/increase in creditors
(1,241,554)
21,704,958

Increase in amounts owed to groups
821,379
3,389,181

Corporation tax paid
(127,464)
-

Share-based payment expense
304,380
90,166

Net cash (used in)/ generated from operating activities

(1,605,543)
3,227,563


Cash flows from investing activities

Purchase of tangible fixed assets
(1,593,250)
(235,204)

Sale of tangible fixed assets
428,582
-

Net cash used in investing activities

(1,164,668)
(235,204)


Net (decrease)/increase in cash and cash equivalents
(2,770,211)
2,992,359

Cash and cash equivalents at beginning of year
2,992,359
-

Cash and cash equivalents at the end of year
222,148
2,992,359


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
222,148
2,992,359

222,148
2,992,359


The notes on pages 15 to 26 form part of these financial statements.

Page 14

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

The principal activity of ForisGFS UK Limited ("the Company") is that of promoting and managing the Prepaid Card program and providing services to the holding company, related company and related parties.
The Company is a private company limited by shares and is incorporated in England and Wales.
The Registered office is Tricor Suite 4th Floor, 50 Mark Lane, London.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due.
As at the reporting date, the Company had net liabilities of £729,879, and incurred a loss of £2,334,897 for the year. The Company is reliant on the continued support of the group in order to meet its financial obligations until the recommencement of its operations.
The parent company has indicated its willingness to provide the necessary support with a further capital injection in the fourth quarter of 2023. Therefore the directors are confident that the Company will continue to be a going concern for the foreseeable future.

Page 15

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Intercompany revenue is calculated on a cost plus percentage of expenditure. Card revenue and interchange fees are recognised on the date of transaction.
All revenue arose from services performed within the United Kingdom.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 16

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 17

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
20%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

Page 18

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
 
 
2.12

Financial instruments

The Company only enters basic financial instruments and transactions that result in the recognition
of financial assets and liabilities like trade and other debtors and creditors.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Income and Retained Earnings/Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade creditors, accruals and amounts due to related companies, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.

 
Page 19

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.12
Financial instruments (continued)

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and 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.


3.


Turnover

An analysis of turnover by class of business is as follows:


2022
2021
£
£

Card fees
3,974,701
2,075,591

Inter-company services fee
22,663,268
16,124,763

26,637,969
18,200,354


Analysis of turnover by country of destination:

2022
2021
£
£

United Kingdom
26,637,969
18,200,354

26,637,969
18,200,354



4.


Auditors' remuneration

Fees payable to the Company's auditor for the audit of the Company's annual financial statements totalled £ (2021 - ).

Page 20

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

5.


Employees

Staff costs, including directors' remuneration, were as follows:


2022
2021
£
£

Wages and salaries
10,776,854
6,159,530

Social security costs
1,866,411
253,182

Cost of defined contribution scheme
610,393
32,289

13,253,658
6,445,001


The average monthly number of employees, including directors, during the year was 118 (2021 - 12).


6.


Directors' remuneration

2022
2021
£
£

Directors' emoluments
11,665
29,161

11,665
29,161



7.


Taxation


2022
2021
£
£

Corporation tax


Current tax on profits for the year
-
218,756


-
218,756


Total current tax
-
218,756

Deferred tax


Fixed asset timing differences
130,566
54,692

Total deferred tax
130,566
54,692


Taxation on profit on ordinary activities
130,566
273,448
Page 21

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
7.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - higher than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


(Loss)/profit on ordinary activities before tax
(2,204,331)
1,348,173


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(418,823)
256,153

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
58,580
17,132

Capital allowances for year in excess of depreciation
(90,875)
(13,189)

Utilisation of tax losses
218,756
-

Unrelieved tax losses carried forward
438,896
-

Other differences leading to an increase (decrease) in the tax charge
(75,968)
13,352

Total tax charge for the year
130,566
273,448


Factors that may affect future tax charges

The UK Government announced its intention to increase the rate of UK corporation tax from 19% to 25% with effect from 1 April 2023. The increase in the rate of UK corporation tax eas enacted in the finance Act 2021 which recieved Royal Ascent on 10 June 2021.

Page 22

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Tangible assets





Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2022
-
236,503
236,503


Additions
12,743
1,580,507
1,593,250


Disposals
-
(702,462)
(702,462)



At 31 December 2022

12,743
1,114,548
1,127,291



Depreciation


At 1 January 2022
-
17,737
17,737


Charge for the year on owned assets
1,869
421,880
423,749


Disposals
-
(97,564)
(97,564)



At 31 December 2022

1,869
342,053
343,922



Net book value



At 31 December 2022
10,874
772,495
783,369



At 31 December 2021
-
218,766
218,766


9.


Debtors: amounts falling due within one year

2022
2021
£
£


Trade debtors
10,809,925
3,874,939

Amounts owed by group undertakings
449,481
-

Other debtors
12,001,083
21,159,821

Prepayments and accrued income
2,099,179
531,961

25,359,668
25,566,721


Page 23

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Cash at bank and in hand

2022
2021
£
£

Cash at bank and in hand
222,148
2,992,359

222,148
2,992,359



11.


Creditors: amounts falling due within one year

2022
2021
£
£

Trade creditors
10,167
4,886,928

Amounts owed to group undertakings
4,235,812
3,414,433

Corporation tax
157,785
250,318

Other taxation and social security
-
157,785

Other creditors
21,162,369
14,700,583

Accruals and deferred income
816,786
119,061

26,382,919
23,529,108



12.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Other creditors
526,887
3,893,408

526,887
3,893,408


Page 24

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Deferred tax




2022


£






At beginning of year
(54,692)


Charged to profit or loss
(130,566)



At end of year
(185,258)

The provision for deferred taxation is made up as follows:

2022
2021
£
£


Accelerated capital allowances
(54,692)
(54,692)

Timing differences
(130,566)
-

(185,258)
(54,692)


14.


Called up share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 - 1) Ordinary share of £1.00
1
1



15.


Reserves

Other reserves

Other reserves comprises the equity element of employment related securities.

Profit and loss account

Comprises all current period profits and losses.

Page 25

 
FORISGFS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

16.


Share-based payments

During the year, Company employees were granted Restricted Stock Units (RSUs) in Foris Technology Pte Ltd or an affiliated entity administered by Foris ESS Pte Ltd. The quantum of the units will be determined at the price of the first institutional fundraising round at a future date.
The RSUs vest over a four year period, during which the grantee must remain an employee of the Company. 
The expense recognised for restricted stock units in respect of services rendered during the year ended 31 December 2022 is £304,380 (2021: £90,166).


17.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. Contributions totalling £42,336 (2021: £10,361) were payable to the fund at the reporting date and are included in creditors.


18.


Related party transactions

Included within debtors is a balance of £10,885,701 owed by a company under common control of the ultimate controlling party.
Included within creditors is a balance of £4,235,812 due to the Holding company.
Included within creditors is a balance of £20,903,254 owed to a company under common control of the ultimate controlling party.
During the year, a total of £22,663,268 of intercompany sales were recognised from a company under common control of the ultimate controlling party.


19.


Post balance sheet events

Subsequent to the year end, the company incurred a loss if £10.8 million in relation to a settlement agreement entered into with a former supplier. To mitigate this, the Company issued a further £15million in share capital in July 2023 and £6million in December 2023 via an additional capital injection from the parent company.


20.


Controlling party

The immediate and ultimate parent company is Foris GFS Limited, a company incorporated in Hong Kong.
The ultimate controlling party is R De Marco E Melo.

 
Page 26