IRIS Accounts Production v24.1.4.33 10593971 Board of Directors 1.1.23 31.12.23 31.12.23 true false true true false false false false false true false iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh105939712022-12-31105939712023-12-31105939712023-01-012023-12-31105939712021-12-31105939712022-01-012022-12-31105939712022-12-3110593971ns15:EnglandWales2023-01-012023-12-3110593971ns14:PoundSterling2023-01-012023-12-3110593971ns10:Director12023-01-012023-12-3110593971ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3110593971ns10:SmallEntities2023-01-012023-12-3110593971ns10:Audited2023-01-012023-12-3110593971ns10:SmallCompaniesRegimeForDirectorsReport2023-01-012023-12-3110593971ns10:SmallCompaniesRegimeForAccounts2023-01-012023-12-3110593971ns10:FullAccounts2023-01-012023-12-3110593971ns5:Associate12023-01-012023-12-3110593971ns5:Associate22023-01-012023-12-311059397112023-01-012023-12-3110593971ns10:Director22023-01-012023-12-3110593971ns10:RegisteredOffice2023-01-012023-12-3110593971ns5:CurrentFinancialInstruments2023-12-3110593971ns5:CurrentFinancialInstruments2022-12-3110593971ns5:ShareCapital2023-12-3110593971ns5:ShareCapital2022-12-3110593971ns5:RetainedEarningsAccumulatedLosses2023-12-3110593971ns5:RetainedEarningsAccumulatedLosses2022-12-3110593971ns5:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3110593971ns5:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3110593971ns5:PatentsTrademarksLicencesConcessionsSimilar2022-01-012022-12-3110593971ns5:IntangibleAssetsOtherThanGoodwill2022-12-3110593971ns5:IntangibleAssetsOtherThanGoodwill2023-12-3110593971ns5:IntangibleAssetsOtherThanGoodwill2022-12-3110593971ns5:CostValuation2022-12-3110593971ns5:DisposalsRepaymentsInvestments2023-12-3110593971ns5:CostValuation2023-12-3110593971ns5:Subsidiary12023-01-012023-12-3110593971ns5:Subsidiary112023-01-012023-12-3110593971ns5:Subsidiary22023-01-012023-12-31105939713ns5:Subsidiary22023-01-012023-12-3110593971ns5:Subsidiary32023-01-012023-12-3110593971ns5:Subsidiary352023-01-012023-12-31105939711ns5:Associate12023-01-012023-12-3110593971ns5:Associate232023-01-012023-12-3110593971ns5:Associate242023-01-012023-12-3110593971ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3110593971ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-31
REGISTERED NUMBER: 10593971 (England and Wales)




















REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

FLUTTERWAVE UK LIMITED

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Report of the Directors 2

Statement of Directors' Responsibilities 3

Report of the Independent Auditors 4

Income Statement 8

Balance Sheet 9

Notes to the Financial Statements 10


FLUTTERWAVE UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: O Agboola
M O Bammeke





REGISTERED OFFICE: 16 Great Queen Street, Covent Garden
London
United Kingdom
WC2B 5AH





REGISTERED NUMBER: 10593971 (England and Wales)





AUDITORS: Ward Divecha Limited
Chartered Accountants &
Statutory Auditors
29 Welbeck Street
London
W1G 8DA

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of provision of payment technology solutions & services, including providing technical support to Flutterwave Inc in the performance of the latter's contractual obligations with its clients.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

O Agboola
M O Bammeke

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Ward Divecha 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:





O Agboola - Director


23 August 2024

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2023


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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FLUTTERWAVE UK LIMITED


Opinion
We have audited the financial statements of Flutterwave UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Balance Sheet and 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 2023 and of its profit 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 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 and the Statement of Directors' Responsibilities, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FLUTTERWAVE UK LIMITED


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.

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 prepare the financial statements in accordance with the small companies regime and 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 three, 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
FLUTTERWAVE UK LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatements in respect of irregularities, including fraud and non-compliance and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance including the design of company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets.
- results of our enquiries of management about their own identification and assessment of the risks and irregularities;
- any matters we identified having obtained and reviewed the company's documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified that greatest potential for fraud is revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

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
FLUTTERWAVE UK LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Adil Divecha (Senior Statutory Auditor)
for and on behalf of Ward Divecha Limited
Chartered Accountants &
Statutory Auditors
29 Welbeck Street
London
W1G 8DA

23 August 2024

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £    £   

TURNOVER 5,460,408 3,846,585

Administrative expenses 4,202,175 3,637,836
OPERATING PROFIT 4 1,258,233 208,749

Profit/loss on sale of intangible fixed
assets

5

(477,644

)

-
Loss on disposal of investment 5 (639,814 ) -
140,775 208,749

Interest receivable and similar income 690,748 318,914
PROFIT BEFORE TAXATION 831,523 527,663

Tax on profit 346,067 100,256
PROFIT FOR THE FINANCIAL
YEAR

485,456

427,407

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 6 - 689,931
Investments 7 10,298,946 10,938,759
10,298,946 11,628,690

CURRENT ASSETS
Debtors 8 743,302 264,571
Cash at bank and in hand 14,932,252 23,590,983
15,675,554 23,855,554
CREDITORS
Amounts falling due within one year 9 24,957,360 34,952,560
NET CURRENT LIABILITIES (9,281,806 ) (11,097,006 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,017,140

531,684

CAPITAL AND RESERVES
Called up share capital 1,000 1,000
Retained earnings 1,016,140 530,684
1,017,140 531,684

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 August 2024 and were signed on its behalf by:





O Agboola - Director


FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The functional currency of the company is USD $ and presentation currency is GBP £.

Preparation of consolidated financial statements
The financial statements contain information about Flutterwave UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Flutterwave Inc, 1323 Columbus Ave, San Francisco,CA, USA 94133..

Turnover
The company entered into Business Support Service Agreement with parent undertaking, which stipulates that the Company would be reimbursed all costs incurred in providing support to Flutterwave Inc, with the mark-up.

Turnover is recognized when the products have been transferred to the customer for his use and all criteria for acceptance have been satisfied.

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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Investments in subsidiaries
Investments in subsidiary undertakings and associates are recoginised at cost.

Taxation
Taxation for the year 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 balance sheet date.

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 year 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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the next twelve months from the date of signing the accounts. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2022 - 13 ) .

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Patents and licences amortisation 212,286 212,286

5. EXCEPTIONAL ITEMS
2023 2022
£    £   
Profit/loss on sale of intangible fixed assets (477,644 ) -
Loss on disposal of investment (639,814 ) -
(1,117,458 ) -

6. INTANGIBLE FIXED ASSETS
Other
intangible
assets
£   
COST
At 1 January 2023 1,061,432
Disposals (477,645 )
At 31 December 2023 583,787
AMORTISATION
At 1 January 2023 371,501
Charge for year 212,286
At 31 December 2023 583,787
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 689,931

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


7. FIXED ASSET INVESTMENTS
Interest
Shares in in other
group participating Other
undertakings interests investments Totals
£    £    £    £   
COST
At 1 January 2023 5,119,784 5,288,094 530,881 10,938,759
Disposals (639,813 ) - - (639,813 )
At 31 December 2023 4,479,971 5,288,094 530,881 10,298,946
NET BOOK VALUE
At 31 December 2023 4,479,971 5,288,094 530,881 10,298,946
At 31 December 2022 5,119,784 5,288,094 530,881 10,938,759

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

E-Wallet Africa Limited
Registered office: Tanzania
Nature of business: Payment license
%
Class of shares: holding
Ordinary 100.00

Netinfo PLC
Registered office: Cyprus
Nature of business: Payment License
%
Class of shares: holding
Ordinary 100.00

Alexpay Africa Ltd
Registered office: Ghana
Nature of business: Digital service provider
%
Class of shares: holding
Ordinary shares 100.00

FLUTTERWAVE UK LIMITED (REGISTERED NUMBER: 10593971)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


7. FIXED ASSET INVESTMENTS - continued

Associated companies

Paymob Technology Limited
Registered office:
Nature of business: Payment licence
%
Class of shares: holding
Ordinary 25.00

Ozow Proprietary Limited
Registered office: South Africa
Nature of business: Payment solutions
%
Class of shares: holding
Ordinary 2.82
Preference 8.70

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Other debtors 683,820 191,716
Prepayments and accrued income 59,482 72,855
743,302 264,571

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings 14,232,319 15,431,090
Tax 446,323 100,256
Social security and other taxes 2,697 2,697
Other creditors 10,235,103 19,251,016
Accrued expenses 40,918 167,501
24,957,360 34,952,560

10. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11. ULTIMATE CONTROLLING PARTY

Flutterwave UK Limited is wholly own subsidiary of Flutterwave Inc. registered at 1323 Columbus Ave, San Francisco,CA, USA 94133.