Glint Pay Services Ltd
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 10117131 (England and Wales)
Glint Pay Services Ltd
Company Information
Directors
O Bolitho (non-executive)
J Cozens
H Fukuda OBE (non-executive)
Company number
10117131
Registered office
Kemp House
124 City Road
London
EC1V 2NX
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Glint Pay Services Ltd
Contents
Page
Strategic report
1 - 5
Directors' report
6 - 8
Independent auditor's report
9 - 12
Statement of comprehensive income
13
Balance sheet
14
Statement of changes in equity
15
Notes to the financial statements
16 - 24
Glint Pay Services Ltd
Strategic Report
For the year ended 31 December 2022
Page 1

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

Review of the company's business

 

The business of Glint Pay Services Ltd continued unchanged throughout the year under review.

 

The company made a loss for the year of £1,041,969 (2021: £1,099,475) and at the year-end had net current liabilities of £897,328 (2021: £57,961) and net liabilities of £897,328 (2021: £505,329).

 

Glint is committed to building a secure and global gold based financial services ecosystem. Alongside fiat currencies such as USD, GBP and EUR, Glint technology makes it possible for physical gold bullion to be used in everyday payments by its account holders via its smartphone app and Mastercard. In doing so it is engaged in issuing electronic money (e-money) and providing payment services. Its proprietary system allows for physical gold bullion to be bought, securely stored as allocated gold at a Brinks vault that is insured by Lloyds of London, converted to e-money in multiple currencies or spent as e-money in payment transactions in any quantity anywhere in the world where Mastercard is accepted at real-time prices, thereby giving gold bullion direct liquidity.

Glint also allows customers to send money, including gold, directly via Peer-to-Peer (“P2P”) to other Glint Clients.

Glint accounts are currently open to applicants from 137 countries via its smartphone app which is run from the UK by subsidiary, Glint Pay Services Ltd, The company issues its Mastercard in the UK and USA which is available to spend anywhere that Mastercard is accepted (currently 190+ countries).

 

Post balance sheet date

In 2023, Glint launched version 3 of the Glint retail app on both IOS and Android which has delivered increased customer engagement. The new version has enabled the development of new revenue generating features, including the Gains and Losses reports as well as Gold Accumulation Plans which allow customers to buy gold regularly.

 

As is typical with early stage FinTech companies, Glint continues to rely on equity funding. Glint has raised c£38m to date to fund the development and rollout of its first-of-a-kind global gold payments platform. During 2024, as a part of its latest funding round, the group has raised £1.3m and has further commitments for an additional £2m.

 

Due to year end accounting adjustments, the company was in a net liability position as at 31 December 2022.  The company is funded by its parent company, Glint Pay Limited, through a mixture of intercompany loans and equity share capital.  The loan is capitalised through the issue of equity instruments to provide the company with sufficient capital to operate.  Subsequent to the balance sheet date, additional capital has been injected by Glint Pay Limited to ensure the company has sufficient capital to meet its requirements.

Glint Pay Services Ltd
Strategic Report (Continued)
For the year ended 31 December 2022
Page 2
Principal risks and uncertainties

 

Business risk

The directors consider the company’s principal business risk to be failing to generate sufficient funding required to grow the Business to profitability.

 

Operational risk

The company’s operations are overseen by management with decades of financial markets experience, specifically in running payments, foreign exchange, and gold transactions. The risks to the company in client transactions are minimised by its proprietary Glint Payments Execution System (PES). This, combined with transaction monitoring, ensures accurate completion of all transactions on a 24 hour basis including weekends. In the event of a system failure, the Payments team immediately puts into effect telephone dealing to complete transactions. In relation to infrastructure risks, the Technology team is in place to immediately rectify any system faults.

 

The company’s operational risks are underpinned by the Electronic Money Regulations ongoing capital (own funds) requirements. Authorised EMIs must hold at least €350,000. The FCA have also stipulated that the company maintains both solvent and insolvent wind down plans.

 

Card Liquidity risk

To ensure timely execution of client transactions and that client transactions do not fail for reasons of liquidity shortage, the company maintains an appropriate level of liquidity float with Mastercard at all times in the relevant currencies. The company does not foresee that there might be a sudden surge in demand within 24 hours to render the float inadequate; however it maintains at all times a line of credit to avoid such emergencies.

 

Foreign Exchange risk

The company actively manages its Treasury to ensure that there is at all times available liquidity in Pounds Sterling, US Dollars, and Euros appropriate to minimise risks to the company from market fluctuations in foreign exchange. The company reports in Pounds Sterling. Revenues earned in other currencies are translated into Sterling at the prevailing exchange rate.

 

Gold bullion execution and settlement risk

The company is not exposed to execution and settlement risk for client transactions in physical gold bullion per se. Gold transactions are at spot rate and must be prefunded by the client, Glint does not operate on margin. The gold liquidity provider, an LBMA full member, makes available at all times a float of a physical gold bar within an ombudsman account in the Brinks vault specifically for Glint client transactions. Therefore the logistics of Clients’ purchases and sales of gold take place within the vault. All purchases and sales are at the liquidity provider's real-time market quote fed through the Glint PES for 24 hour settlement. Client transactions in gold bullion are by definition outside the banking sector.

 

Market risk

The company has limited treasury risk exposure. However, it could be exposed to risk in times of unusual extreme fluctuations in foreign exchange markets or the physical gold bullion spot market. Most of these risks are mitigated as described above.

 

The company does not deploy nor have positions in derivative instruments.

Glint Pay Services Ltd
Strategic Report (Continued)
For the year ended 31 December 2022
Page 3
Development and performance

Counterparty risk

The company is exposed to failures of its counterparties in foreign exchange and gold bullion. To mitigate the risk of banking counterparty failure, the company maintains its own funds in two separate banks, one of which is short-term A rated or equivalent.

 

Funds from clients resident in the UK, SEPA region and other countries excluding the USA are held in segregated and safeguarded accounts at Lloyds Bank PLC, and are separate from the bank’s capital and from Glint’s own corporate accounts. US client funds are held in segregated accounts at Sutton Bank, separate from Glint’s own corporate accounts, where they are protected up to $250,000 with Federal Deposit Insurance Corporation (FDIC) insurance.

 

Brexit risk

The company was subject to changes in the regulatory environment as the UK left the European Union. In particular, as for all companies in the financial services sector, the company is affected by the end to the passporting regime. The company has established a legal entity in Denmark during 2022 which is in the process of regulatory registration in order to continue the service and issue to clients resident in Europe. EEA residents who had registered with Glint before 31 December 2020 and UK resident clients are not affected.

 

Covid-19 risk

There was negligible impact on the business operations of the company from the lockdown and other measures introduced by the UK government. The company had put in place measures in readiness for Work from Home and other social contact restrictions. It also took precautionary and prudent steps, including terminating the physical office rental while moving to an office service location which provides meeting facilities until normal working conditions return. The prolonged period of lockdown and work from home guidance did impact the pace of fundraising efforts. Since April 2022 all lockdowns have ceased. This has given the staff greater opportunity to meet in person regularly and increase innovation and productivity.

Glint Pay Services Ltd
Strategic Report (Continued)
For the year ended 31 December 2022
Page 4
Key performance indicators

 

2022

2021

As restated

(Note 17)

Gross Revenue           

£83,053,818

£52,294,672

Gold on Platform        

$106,026,056

$68,397,789

Fee Income                 

£1,144,831

£373,585

Fee Income Margin     

64%

40%

Operating Loss            

£(1,045,140)

£(1,099,558)

EBITDA                       

£(1,041,969)

£(1,099,475)

 

 

 

The pace of client acquisition and activity on the platform gained speed in 2022 with fee income growth of over 300%.   Spending on marketing and introduction of additional revenue streams has resulted in an improved fee income margin along with higher overall Gross Revenue and Gold on Platform, both of which are the highest in the Group’s history.

During 2022 the company scaled up significantly to develop and launch Version 3 of the Glint retail app combined with additional spending on operations and technology resulting in the increase in operating losses for 2022. 

Since the successful launch of the v3 later in 2023, the company successfully streamlined operations and enhanced efficiency, reducing costs by 50% while maintaining our high standards and service quality.

The Business continues to innovate and new functionality on the Glint technology platform including Peer-to-Peer (P2P) transfers, a Gold Portal that enables Wealth Managers to buy allocated gold whilst giving their clients unprecedented liquidity on their portfolio.

Glint Pay Services Ltd
Strategic Report (Continued)
For the year ended 31 December 2022
Page 5
Section 172(1) statement

 

Decision Making and Governance

The activities of the company are overseen by the Board of Directors, the majority of whom are independent as defined in the UK corporate governance code. Its philosophy and that of the company is to operate in a transparent culture with positive debate and practical challenge, including those of the Board Observers who represent significant capital commitment to the company.

 

The Board reviews the culture and manner in which management operates, as well as the group and company’s performance, at its regular meetings. All significant management decisions are discussed by the directors for their likely consequences in the long term for the performance of the group and company, and for their impact on the group and company’s long term strategic aims. The Board endeavours to ensure that activities of the group and company stay within the agreed strategy to build the business of the group. The impact that any corporate decision might have on all stakeholders - employees, suppliers and customers - are fully discussed at each meeting. The group and company aims to meet the highest standards of business conduct. This is demonstrated by the Board being informed and monitoring on-going compliance with relevant standards to ensure that management operates and makes informed decisions, acting in ways what promote hight standards of business conduct.  After weighing up all relevant factors, the Directors consider which course of action best enables delivery of the group and company’s strategy in the long term, taking into consideration the impact on stakeholders and acting fairly between the members of the company.

 

In addition to the principal risks discussed in the sections above, the Board and the management are very conscious of the risks emanating from increased environmental, social and governance challenges and address any impact that may arise from the company’s operations.

Customers

The company engages with customers through twice-weekly e-mail newsletters and review platforms, providing the forum for suggestions and complaints and customer service is operational six days a week.

Suppliers

The Board seeks to ensure that there is a constructive working relationship with suppliers and service providers and that any contractual arrangements are in line with best practice and that their performance meets the expectation of the Board, the management, the employees and other stakeholders.

 

Our People

Positive workplace culture attracts talent, drives engagement, impacts happiness and satisfaction, and affects performance. Management is committed to an open culture with weekly staff meetings, while ensuring that a high standard of business conduct is embedded throughout the company. Management has also implemented best practices such as employee surveys and one-on-one meetings in order to measure the pulse of the company culture.

On behalf of the board

J Cozens
Director
13 September 2024
Glint Pay Services Ltd
Directors' Report
For the year ended 31 December 2022
Page 6

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

Principal activities

The principal activity of the company continued to be the development of Glint, a comprehensive micro-services architecture to create a highly scalable and resilient savings and payment infrastructure.

Results and dividends

The results for the year are set out on page 7. The loss for the year, after taxation, amounted to £1,041,969 (2021 - £1,099,475).

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

Directors

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

O Bolitho (non-executive)
J Cozens
H Fukuda OBE (non-executive)
M Grubb (non-executive)
(Resigned 16 May 2023)
Directors' insurance

At 31 December 2022, third party indemnity provision for the benefit of the Company’s directors was in force.

Auditor

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

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

Glint Pay Services Ltd
Directors' Report (Continued)
For the year ended 31 December 2022
Page 7
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of relationships with employees, customers and suppliers, and also post balance sheet events.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Glint Pay Services Ltd
Directors' Report (Continued)
For the year ended 31 December 2022
Page 8
Going concern

The company made a loss for the year of £1,041,969 (2021: £1,099,475) and at the year-end had net current liabilities of £897,328 (2021: £57,961) and net liabilities of £897,328 (2021: £505,329).

 

The directors have adopted the going concern basis in preparing these financial statements. In adopting the going concern basis, the directors are required to consider whether the company can continue in operational existence for the foreseeable future. In making this assessment, management have prepared, and the directors have approved the following matters:

 

· The company and group’s current performance and planned growth;

· The company and group’s cashflow forecasts for a period of at least 12 months from the date of approval of these financial statements, as well as a base case forecast; and,

· The parent company’s track record of successful fundraising from shareholders and other investors, as evidenced in previous periods and the period subsequent to the reporting date, and

the current financing options that are on offer under the financing round already subscribed.

 

The directors believe that the company and group is well placed to manage its business risks, raise sufficient additional funding and achieve its growth potential, and therefore have a reasonable expectation that the company and group has adequate resources to continue in operational existence for at least the next 12 months following the date of approval of the financial statements. In addition, following the successful launch of version 3 of the Glint pay app in 2023, the group has streamlined its operations and enhanced efficiency, reducing fixed costs by 50% while maintaining high standards and service quality. In common with similar businesses at this stage of development, the group is dependent on this financing being made available to it from its existing and/or new shareholders or other providers of finance. Such funding will enable the group to execute its business plan, realise the significant commercial opportunities available to it, and meet its liabilities as they fall due. In addition, the repayment date of the loan balance of £2.5m in the parent company owed to a third party and shareholder has again been extended to September 2025.

 

However, in the base case scenario, which is considered as severe but plausible scenario, the lack of additional funding will result in insufficient liquidity in the business for a period of at least 12 months from the date of approval of these financial statements. The legal and physical structures in place ensure that the gold is protected and remains the property of customers, even in the event of the group ceasing operations, at all times. The gold is not included on the group's balance sheet, ensuring that it is segregated and safeguarded from any claims that might be made by the group's creditors. The combination of secure storage, full insurance and legal allocation provides robust protection for client gold holdings.

 

The directors continue to take steps to raise additional capital. Having considered all known factors, the directors are comfortable that the base case forecast supports the going concern assumption. However, the directors recognise the potential impact of a lack of funding and additional capital to achieve these, which represent a material uncertainty that may cast significant doubt upon the company’s ability to continue to operate as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

On behalf of the board
J Cozens
Director
13 September 2024
Glint Pay Services Ltd
Independent Auditor's Report
To the Member of Glint Pay Services Ltd
Page 9
Opinion

We have audited the financial statements of Glint Pay Services Ltd (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to note 1.2 to the financial statements, which indicates that a reasonably plausible downside scenario could result in the Group, of which the company is a member, running out of liquid resources unless the parent company raises additional funding. As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

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.

 

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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Glint Pay Services Ltd
Independent Auditor's Report (Continued)
To the Member of Glint Pay Services Ltd
Page 10

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

 

Responsibilities of directors

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

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Glint Pay Services Ltd
Independent Auditor's Report (Continued)
To the Member of Glint Pay Services Ltd
Page 11
Auditor's responsibilities for the audit of the financial statements

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

 

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

 

 

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.

 

 

Glint Pay Services Ltd
Independent Auditor's Report (Continued)
To the Member of Glint Pay Services Ltd
Page 12

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

Jonathan Roberts
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
13 September 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Glint Pay Services Ltd
Statement of Comprehensive Income
For the year ended 31 December 2022
Page 13
2022
2021
As restated
Notes
£
£
Turnover
3
83,053,818
52,294,672
Cost of sales
(82,425,791)
(52,292,528)
Gross profit
628,027
2,144
Administrative expenses
(1,673,167)
(653,504)
Exceptional item
13
-
0
(448,198)
Operating loss
4
(1,045,140)
(1,099,558)
Interest receivable and similar income
3,171
88
Interest payable and similar expenses
-
0
(5)
Loss before taxation
(1,041,969)
(1,099,475)
Tax on loss
7
-
0
-
0
Loss for the financial year
(1,041,969)
(1,099,475)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

Glint Pay Services Ltd
Balance Sheet
As at 31 December 2022
Page 14
2022
2021
Notes
£
£
£
£
Current assets
Debtors
8
4,653,549
2,686,314
Cash at bank and in hand
3,712,894
2,183,586
8,366,443
4,869,900
Creditors: amounts falling due within one year
10
(9,263,771)
(4,927,061)
Net current liabilities
(897,328)
(57,161)
Provisions for liabilities
Provisions
14
-
0
(448,198)
-
(448,198)
Net liabilities
(897,328)
(505,359)
Capital and reserves
Called up share capital
11
6,199,691
5,549,691
Profit and loss reserves
(7,097,019)
(6,055,050)
Total equity
(897,328)
(505,359)

The notes on pages 16 to 24 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 13 September 2024 and are signed on its behalf by:
J  Cozens
Director
Company Registration No. 10117131
Glint Pay Services Ltd
Statement of Changes in Equity
For the year ended 31 December 2022
Page 15
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2021
5,299,691
(4,955,575)
344,116
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(1,099,475)
(1,099,475)
Issue of share capital
11
250,000
-
250,000
Balance at 31 December 2021
5,549,691
(6,055,050)
(505,359)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(1,041,969)
(1,041,969)
Issue of share capital
11
650,000
-
650,000
Balance at 31 December 2022
6,199,691
(7,097,019)
(897,328)

The notes on pages 16 to 24 form part of these financial statements.

Glint Pay Services Ltd
Notes to the Financial Statements
For the year ended 31 December 2022
Page 16
1
Accounting policies
Company information

Glint Pay Services Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Kemp House, 124 City Road, London, EC1V 2NX.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Glint Pay Ltd. These consolidated financial statements are available from its registered office, Kemp House, 124 City Road, London, EC1V 2NX.

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 17
1.2
Going concern

The company made a loss for the year of £1,041,969 (2021: £1,099,475) and at the year-end had net current liabilities of £897,328 (2021: £57,961) and net liabilities of £897,328 (2021: £505,329).true

 

The directors have adopted the going concern basis in preparing these financial statements. In adopting the going concern basis, the directors are required to consider whether the company can continue in operational existence for the foreseeable future. In making this assessment, management have prepared, and the directors have approved the following matters:

 

· The company and group’s current performance and planned growth;

· The company and group’s cashflow forecasts for a period of at least 12 months from the date of approval of these financial statements, as well as a base case forecast; and,

· The parent company’s track record of successful fundraising from shareholders and other investors, as evidenced in previous periods and the period subsequent to the reporting date, and

the current financing options that are on offer under the financing round already subscribed.

 

The directors believe that the company and group is well placed to manage its business risks, raise sufficient additional funding and achieve its growth potential, and therefore have a reasonable expectation that the company and group has adequate resources to continue in operational existence for at least the next 12 months following the date of approval of the financial statements. In addition, following the successful launch of version 3 of the Glint pay app in 2023, the group has streamlined its operations and enhanced efficiency, reducing fixed costs by 50% while maintaining high standards and service quality. In common with similar businesses at this stage of development, the group is dependent on this financing being made available to it from its existing and/or new shareholders or other providers of finance. Such funding will enable the group to execute its business plan, realise the significant commercial opportunities available to it, and meet its liabilities as they fall due. In addition, the repayment date of the loan balance of £2.5m in the parent company owed to a third party and shareholder has again been extended to September 2025.

 

However, in the base case scenario, which is considered as severe but plausible scenario, the lack of additional funding will result in insufficient liquidity in the business for a period of at least 12 months from the date of approval of these financial statements. The legal and physical structures in place ensure that the gold is protected and remains the property of customers, even in the event of the group ceasing operations, at all times. The gold is not included on the group's balance sheet, ensuring that it is segregated and safeguarded from any claims that might be made by the group's creditors. The combination of secure storage, full insurance and legal allocation provides robust protection for client gold holdings.

 

The directors continue to take steps to raise additional capital. Having considered all known factors, the directors are comfortable that the base case forecast supports the going concern assumption. However, the directors recognise the potential impact of a lack of funding and additional capital to achieve these, which represent a material uncertainty that may cast significant doubt upon the company’s ability to continue to operate as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.

1.3
Turnover

Turnover consists of fees charged to clients on transactions made during the year and the value of gold sold to clients and our liquidity provider. Turnover is recognised at the time a transaction takes place.

1.4
Cash and cash equivalents

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

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 18
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Impairment of financial assets

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

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 19
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

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

 

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

Derecognition of financial liabilities

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

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 20
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.9
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the date of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

 

There are no material judgements or estimates used in the preparation of these financial statements.

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 21
3
Turnover and other revenue
2022
2021
As restated
£
£
Turnover analysed by class of business
Sale of gold
81,908,987
51,921,087
Fees
1,144,831
373,585
83,053,818
52,294,672
2022
2021
£
£
Other significant revenue
Interest income
3,171
88
4
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
25,919
1,145
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
(15,490)
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
-
0
(15,490)
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was 0 (2021: 0). Staff working on this company are employed by Glint Pay UK Ltd.

7
Taxation
Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
7
Taxation
(Continued)
Page 22

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

2022
2021
£
£
Loss before taxation
(1,041,969)
(1,099,475)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(197,974)
(208,900)
Tax effect of expenses that are not deductible in determining taxable profit
160
2,807
Unutilised tax losses carried forward
197,814
206,093
Taxation charge for the year
-
-
8
Debtors
2022
2021
Amounts falling due within one year:
£
£
Amounts due from group undertakings
4,349,834
2,389,331
Other debtors
117,839
225,301
VAT recoverable
176,546
61,332
Prepayments and accrued income
9,330
10,350
4,653,549
2,686,314
9
Cash at bank and in hand

Cash at bank and in hand of £3,708,364 (2021: £2,183,586) includes £3,261,599 (2021: £2,153,943) held in respect of customer balances in segregated bank accounts; the corresponding liability for which is held within creditors.

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 23
10
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
271,586
219,456
Amounts owed to group undertakings
1,863,272
894,860
Taxation and social security
454,759
-
0
Other creditors
6,638,030
3,799,361
Accruals and deferred income
36,124
13,384
9,263,771
4,927,061

Included within other creditors is a Bounce Back Loan of £50,000, repayable over 72 months. Repayments commenced in July 2021. Interest is fixed at 2.5% per annum.

11
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
6,199,691
5,549,691
6,199,691
5,549,691

There are no restrictions on the distribution of dividends and repayment of capital.

During the year 650,000 Ordinary shares of £1 each were issued at par for cash.

12
Related party transactions

The Company has taken advantage of the exemption provided in FRS102 from disclosing transactions with members of the same group that are wholly owned.

The company's assets are subject to a fixed and floating charge in favour of Stockford Limited, a minor shareholder in the company's parent, as security against a loan to Glint Pay Ltd for £2,500,000.

13
Ultimate controlling party

The Company is a subsidiary undertaking of Glint Pay Ltd. There is no single ultimate controlling party.

 

The largest and smallest group in which these accounts are consolidated is that headed by Glint Pay Ltd whose registered office address is Kemp House, 152-160 City Road, London, EC1V 2NX. The consolidated financial statements of this group are available to the public on the Companies House website.

Glint Pay Services Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 24
14
Provisions for liabilities
2022
2021
£
£
-
448,198

The company sought independent professional advice in relation to a VAT assessment of £448,198 raised by HMRC due to the status of its supplies. The matter was subject to a judicial review which was heard by the High Court in June 2023. The claim was unsuccessful so the amount is now disclosed within taxation and social security.

15
Financial commitments, guarantees and contingent liabilities

The company's assets are subject to a fixed and floating charge in favour of a company that provided loan finance to its parent company, Glint Pay Ltd.

16
Events after the reporting date

In 2023, Glint launched version 3 of the Glint retail app on both IOS and Android which has delivered increased customer engagement. The new version has enabled the development of new revenue generating features, including the Gains and Losses reports as well as Gold Accumulation Plans which allow customers to buy gold regularly.

 

As is typical with early stage FinTech companies, Glint continues to rely on equity funding. Glint has raised c£38m to date to fund the development and rollout of its first-of-a-kind global gold payments platform. During 2024, as a part of its latest funding round, the group has raised £1.3m and has further commitments for an additional £2m.

 

Due to year end accounting adjustments, the company was in a net liability position as at 31 December 2022.  The company is funded by its parent company, Glint Pay Limited, through a mixture of intercompany loans and equity share capital.  The loan is capitalised through the issue of equity instruments to provide the company with sufficient capital to operate.  Subsequent to the balance sheet date, additional capital has been injected by Glint Pay Limited to ensure the company has sufficient capital to meet its requirements.

 

On 30 June 2023, 550,000 Ordinary shares of £1 each were issued at par for cash.

 

On 31 December 2023, 500,000 Ordinary shares of £1 each were issued at par for cash.

17
Prior period adjustment
The comparative figures for turnover and cost of sales have been restated. The balances were understated by £8,342,608 due to the reports used to record turnover and cost of sales had netted off certain transactions. The effect of the restatement increases both figures by this amount. There is no effect on net assets/liabilities or the loss for the year ended 31 December 2021.
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