Registered number:
FOR THE PERIOD FROM 29 NOVEMBER 2022 TO 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
COMPANY INFORMATION
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FINTERN FINANCE COZ3 LTD
CONTENTS
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FINTERN FINANCE COZ3 LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 29 FEBRUARY 2024
The Directors present the Strategic Report of Fintern Finance COZ3 Ltd (the “Company”) for the year ended 29th February 2024.
The Company was incorporated as a private company on 29th November 2022 in the United Kingdom and registered in England and Wales under Companies Act 2006.
The Company was established as a special purpose vehicle whose principal activities are to purchase and hold the beneficial title in consumer loans originated by Fintern Ltd. Fintern Ltd is a leading provider of consumer loans in the UK specialising in open banking led credit decisioning and consumer lending. The Directors believe that the Company is expected to remain as a going concern for the foreseeable future. In order to form a view as to the most appropriate basis of preparation of these financial statements, the Directors have assessed the likelihood of whether the Company will be able to continue trading over the foreseeable future versus the likelihood of either intending to or being forced to cease trading and liquidating. As discussed further in the Directors report, the Directors consider that the Company is able to meet its liabilities as they fall due, and accordingly, the financial statements have been prepared on a going concern basis.
The Company operates in a dynamic and competitive environment, which exposes the company to various risks and uncertainties. The principal risks identified include:
1.Credit Risk: The possibility of customers defaulting on loan repayments. Mitigation strategies include the unique decisioning assessment performed by Fintern Ltd leveraging open banking, alongside the deeply experienced operations & collections team who support customers who experience difficulties
2.Market Risk: Exposure to fluctuations in interest rates and market conditions. The company employs hedging strategies and regularly reviews market trends
3.Regulatory Risk: Changes in financial regulations that could impact operations. We maintain a proactive compliance program and engage with regulatory bodies to stay ahead of changes
4.Operational Risk: Risks arising from internal processes, systems, or external events. We invest in robust IT infrastructure and continuous staff training to mitigate these risks.
For the financial year ending 29th February 2024, the Company achieved a total turnover of £18,278,514 reflecting the significant growth in new origination in Fintern Ltd.
During the year Fintern Ltd originated in excess of £180m of new consumer loans. The closing loans and advances position in the Company stood at over £165 million.
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FINTERN FINANCE COZ3 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 29 FEBRUARY 2024
As a special purpose vehicle the governance structure of the Company is such that the key policies have been predetermined at the time of issuance. The Directors have had regards to the matters set out in section 172(1) of the Companies Act 2006 as follows:
i.the transaction documents have been formulated to achieve the Company’s purpose and business objectives, safeguard the assets and promote the success of the Company with a long term view and in accordance with relevant securitisation legislation where the Company is only permitted to retain minimal profit
ii.the Company has no employees
iii.the Company is a securitisation vehicle and fosters its relationships with suppliers and others via professional third parties who have been assigned operational roles with their roles strictly governed by the transaction documents and fee arrangements agreed in advance. The Company has no customers
iv.as a securitisation vehicle the Company has no physical presence or operations and accordingly as minimal impact on the community and the environment
v.the Company maintains a reputation for high standards of business conduct via professional third parties who have been assigned operational roles. Fee arrangements have been agreed in advance and supplier invoices paid strictly in accordance with the priority of payments included within the transaction documents, if applicable, and
vi.the Company has a sole member with the issued shares all held on a discretionary trust basis for charitable purpose.
This report was approved by the board and signed on its behalf.
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FINTERN FINANCE COZ3 LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 29 FEBRUARY 2024
The directors present their report and the financial statements for the period ended 29 February 2024.
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
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;
∙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 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.
The profit for the period, after taxation, amounted to £835.
The directors who served during the period were:
The company intends to continue to grow its loan base and its overall turnover and growth.
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FINTERN FINANCE COZ3 LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 29 FEBRUARY 2024
There have been no significant events affecting the company since the year end.
Adler Shine LLP has been appointed by the company to hold office in accordance with section 485 of the Companies Act 2006. Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and Adler Shine LLP will therefore continue in office.
This report was approved by the board and signed on its behalf.
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FINTERN FINANCE COZ3 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FINTERN FINANCE COZ3 LTD
We have audited the financial statements of Fintern Finance COZ3 Ltd (the 'company') for the period ended 29 February 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, 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).
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.
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.
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FINTERN FINANCE COZ3 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FINTERN FINANCE COZ3 LTD (CONTINUED)
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.
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 period 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.
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.
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FINTERN FINANCE COZ3 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FINTERN FINANCE COZ3 LTD (CONTINUED)
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:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
∙considered the nature of the industry and sectors, control environment and business performance;
∙made enquires of management about their own identification and assessment of the risk of irregularities;
∙performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias;
∙reviewed minutes of meetings;
∙undertaken appropriate sample based testing of bank transactions;
∙identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances of non-compliance;
∙discussed matters among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
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.
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 auditors' report.
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FINTERN FINANCE COZ3 LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FINTERN FINANCE COZ3 LTD (CONTINUED)
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 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Aston House
Cornwall Avenue
United Kingdom
N3 1LF
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FINTERN FINANCE COZ3 LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
REGISTERED NUMBER: 14514821
BALANCE SHEET
AS AT 29 FEBRUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 22 form part of these financial statements.
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FINTERN FINANCE COZ3 LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
Fintern Finance COZ3 Ltd is a private company limited by shares and registered in England and Wales. Its registered office is 10th Floor, 5 Churchill Place, London, E14 5HU and its principal place of business is 3rd Floor, 8 Mill Street, London, SE1 2BA.
These financial statements cover the period from incorporation, 29 November 2023, to the year end 29 February 2024. The financial statements are presented in Sterling (£) and rounded to the nearest £1.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 (see note 3).
The following principal accounting policies have been applied:
The directors have prepared projections for the group for the next 12 months which confirms that the group profitability and available financing will provide sufficient liquidity to financially support the company for at least the next 12 months. It is for these reasons the directors have adopted the going concern basis of accounting.
The company recognises fee and commission income when services are provided to customers and the company has satisfied its performance obligations under the contract, at an amount that reflects the consideration to which the company expects to be entitled in exchange for those services, and management concludes that there is a high probability that there will be no significant reversal of the estimated income.
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
2.Accounting policies (continued)
discharged or cancelled.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
In determining whether an impairment loss should be recorded in the consolidated statement of comprehensive income, the group makes judgments as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a group. Management uses estimates based on historical loss experience for assets with similar credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cashflows.
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
From 1 April 2023 the corporation tax rate increased to 25% for companies with profits of over £250,000. A small profits rate has also been introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
The bank loan facility is repayable after 60 months. Bank loans totalling £160,950,341 are secured by a fixed charge over the group's receivables book. An interest expense of £11,149,913 has been charged on these loan notes.
On incorporation one Ordinary £1.00 share was allotted and fully paid.
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FINTERN FINANCE COZ3 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 FEBRUARY 2024
At the balance sheet date, the entire issued share capital of the company is held on a discretionary trust basis under a share trust deed by the legal parent company, immediate owner of the share capital is CSC Corporate Services (UK) Limited, a company incorporated in the United Kingdom and registered in England and Wales. CSC Corporate Services (UK) Limited is a wholly owned subsidiary of CSC Capital Markets UK Limited. However, whilst CSC Corporate Services (UK) Limited is the legal owner of the company, this entity has no right to the profits of Fintern Finance COZ3 Ltd. As such, it is not considered to be the Company's controlling party.
Both the economic benefit and shared management mean that the immediate parent company is The ultimate parent company and parent undertaking for which group financial statements are drawn up and of which the company is a member is In the opinion of the directors there is no ultimate controlling party.
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