Company registration number 10278251 (England and Wales)
TRUELAYER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TRUELAYER LIMITED
COMPANY INFORMATION
Directors
L Martinetti
F Simoneschi
C Richardson
(Appointed 19 February 2024)
Company number
10278251
Registered office
Part Ground Floor (East), Floors 6 and 7
The Gilbert
40 Finsbury Square
London
EC2A 1PX
Auditor
Mercer & Hole LLP
21 Lombard Street
London
EC3V 9AH
TRUELAYER LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
TRUELAYER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Principal activities
Founded in 2016, TrueLayer is Europe’s leading open banking payments network. We power smarter, safer and faster online payments in 28 countries by combining real-time bank payments with financial and identity data. Businesses big and small use our products to onboard new users, accept money and make payouts in seconds, and at scale. Our customers include industry leaders like Coinbase, Revolut and William Hill. Trusted by millions of consumers and hundreds of companies, our mission is to change the way the world pays.
Regulatory
The company holds an Electronic Money Institution ("EMI") licence in the UK.
Business review
TrueLayer is Europe’s leading open banking payments network with significant market share across Europe, including in particular the UK, Ireland, Spain, France, Germany and The Netherlands. 2023 was a year of important growth as the company continued to expand its network across Europe, and win new customers including some of the largest enterprise merchants in the world.
At the end of the 2023 financial year, the business's annualised Total Payment Volume (TPV) increased 2x from the previous financial year to £21.1bn.
Product development
In 2023, we continued to see progress with Signup+, launched in 2022 and announced in January 2023. Signup+ is the first open-banking product to combine payments with identity data. Signup+ is designed to simplify customer onboarding for TrueLayer’s clients by combining account set up with making a payment. This product will change how TrueLayer clients onboard their users, with customer sign on now taking seconds rather than days.
July 2023 also marked the launch of Payment Links. Payment Links enables merchants to turn every channel into a checkout simply by sending a link, whether online or in-store. They can either send a URL or QR code to their customer via text, email, social, in store or in person. By clicking the link, customers are sent to their bank app where they confirm the payment.
This was also a year of considerable growth for TrueLayer’s Variable Recurring Payments (VRP) product. Since its launch until June 2023, TrueLayer had processed a total of 1 million Variable Recurring Payments (VRPs). By September 2023, it matched this volume in just one month. VRPs are increasingly popular, offering customers faster, more cost effective and smoother transactions than other payment options.
Financial review
2023 marked TrueLayer’s strongest year-on-year growth to date (in nominal GBP terms), with revenue increasing approximately 2.5x to £11,969,806 (2022: £4,813,913), while gross profit grew approximately 2.7x to £10,153,005 (2022: £3,807,134). Operating losses decreased by approximately 12% as we expanded revenues while decreasing administrative expenses during the year. Overall this was a significant year of growth for the company and has laid strong foundations for continued growth and success in 2024.
Future Economic Outlook
During 2023 and early 2024 the company closely monitored the continued uncertainty in the global macroeconomic outlook. In response to inflationary pressures, interest rate changes and the market turbulence stemming from events such as the Silicon Valley Bank crisis, the company proactively strengthened its liquidity stress testing procedures, and diversified its banking partners. It remains adequately resourced to adapt as required.
The Directors continue to monitor the current and future economic outlook as part of its business planning and will continue to adapt and pivot to ensure TrueLayer is positioned for long-term success.
TRUELAYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties
The process of risk identification and management is addressed through a framework of policies and internal controls. All policies are subject to continued review and iteration by management. Compliance with regulation, legal and ethical standards is a high priority for the company and an appropriate governance structure is in place to monitor this.
The Directors consider that the principal risks and uncertainties faced by the company are in the following categories.
Regulatory risk:
TrueLayer operates in a highly regulated industry. The company is currently regulated by the FCA (UK), and the CBI (Europe). Dedicated resources are in place to ensure continued and ongoing compliance with regulatory requirements in the jurisdictions in which the company operates. These include, but are not limited to, governance requirements, capital and liquidity requirements, consumer protection and anti-financial crime requirements.
Cyber risk:
The company is exposed to the risk of operational disruption, customer detriment, financial loss and/or reputational damage arising from cyber attacks that may result in unauthorised access, or denial of access to TrueLayer systems and information. Taking into consideration the very recent and public cyber attacks happening elsewhere, the company continues to actively manage this risk through a range of controls including, but not limited to, system monitoring and alerts, staff awareness training, customer support, and incident management guidelines.
Financial management & treasury risk:
Financial management risks are monitored by the preparation of regular cash flow forecasts which review liquidity, credit and other financial requirements. The company has prepared detailed plans covering the next 12 months of trading. The plan is updated on a regular basis as and when new information becomes available.
The company manages treasury and counterparty risk by employing detailed policies and procedures which include, but are not limited to, the diversification of cash on hand and on deposit across a number of top tier corporate banking partners.
The directors have financial reporting procedures in place to manage credit, liquidity, and other financial risk
Macroeconomic risk:
The company's business is sensitive to global macroeconomic conditions such as growing inflation and fluctuations in consumer sentiment which may impact TrueLayer’s customers and their user base. The company manages this risk through strategic reviews to ensure any potential or future impacts to operations are minimised.
S172 statement
Under Section 172 of the Companies Act 2006, the directors are required to act in a manner that promotes the long-term success of the company and take into account the interests of Truelayer's stakeholders in their decision making, the Board considers a number of matters in this regard, including:
the likely consequences of any decision in the long term;
the interests of the company’s employees;
the need to foster the company's business relationships with suppliers, customers and others;
the impact of the company's operations on the community and the environment;
the desirability of the company's maintaining a reputation for high standards of business conduct; and
the need to act fairly between members of the company.
TRUELAYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
In doing so, the directors, both individually and together, confirm that they have acted in good faith, in the way which they consider would be most likely to promote the success of the Company for the benefit of its stakeholders, and in doing so, have fulfilled their duty accordingly, and as outlined below:
Likely consequence of any decision in the long term: As the board of directors, we behave responsibly and ensure that senior management operate the business in a responsible manner. Management achieves this through the deployment of decision making frameworks which ensure alignment to the company’s long term strategic objectives and goals. In addition, the Board of Directors seek to ensure that TrueLayer maintains the high standards of business conduct which the board of directors has set out for the company. The board monitors adherence to these standards through attendance at regular internal management and committee meetings.
As the board of directors, we are committed to open engagement with our investors. It is of vital importance to us that our investors understand and align with our strategy and long term goals. We ensure there is consensus and agreement with our strategy by way of clear and concise communication. We welcome and encourage feedback from our investors and ensure that any issues or concerns raised, are properly considered and factored into the strategy of the company. Through strategic scaling efforts, we successfully renegotiated our Cost of Sales and slightly decreased our administrative expenses compared to the 2022 financial year. Our strategic business plan is aligned with the rest of the group and our performance is monitored on a monthly basis against this plan.
Interest of our Employees: Our employees are considered paramount to the success of our company, and are a vital component to the services we provide to our customers. Our aim is to be a responsible employer, and we achieve this through our approach to pay and benefits, supported by our Compensation Philosophy, and annualised Gender Pay Gap reporting. In addition, the company’s policy is to consult and discuss with employees matters which may likely impact or affect their interests. This is achieved through company wide meetings held on a monthly basis.
Community and Environment: At TrueLayer we take pride in being an active member of our community. We engage and support our communities through participation (employees are encouraged to take advantage of an annual paid volunteer day), and charitable giving to Career Accelerator Programmes and other community fundraising activities.
Business Relationships with Customers, Suppliers and Others: As we continue to scale our business, the company’s focus is to build and maintain our business relationships. Value People is our most important company value and we strongly believe in a culture of collaboration. At TrueLayer, we value each and every one of our customers and suppliers and we maintain these relationships through regular engagement and communication. TrueLayer is committed to dealing with Customers and Suppliers in a fair and ethical fashion. It is important for firms such as TrueLayer to engage openly with regulators, particularly in the current climate. We actively engage with and provide timely information to all our regulators, including the Financial Conduct Authority and Central Bank of Ireland.
Principal Decisions/Risks & Uncertainties: As our services provided grow, our risk environment also becomes more complex. Therefore, it is important that TrueLayer effectively identify, evaluate, manage and mitigate for the risks the company faces. For details of our Principal Risks & uncertainties, and strategic decision making in the period please defer to our Strategic Report.
F Simoneschi
Director
9 May 2024
TRUELAYER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
TrueLayer is Europe’s leading open banking payments network. We power smarter, safer and faster online payments by combining real-time bank payments with financial and identity data. Businesses big and small use our products to onboard new users, accept money and make payouts in seconds, and at scale. We’re live across 21 countries, work with industry leaders including Revolut, Coinbase and Cazoo and are trusted by over 10 million users with their transactions. Though we’re not stopping here. We’re on a mission to change the way the world pays. And we won’t stop until we’ve unlocked the full potential of payments.
Branches
The company has a branch established in Italy.
Results and dividends
The results for the year are set out on page 10.
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:
L Martinetti
F Simoneschi
C Richardson
(Appointed 19 February 2024)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Financial instruments
Liquidity risk
Liquidity risk has been managed through careful monitoring to ensure the company has sufficient liquidity available to meet forecast cash flows.
Credit risk
The primary risk arises from the recovery of trade debtors. Management of this risk is on-going. Steps include credit checks of new customers.
Research and development
The company continues to invest in the development of its platform and has significantly increased the size of its research and development teams in all locations.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
TRUELAYER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Employee Involvement
The company's policy is to consult and discuss with employees, through meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through company wide meetings which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
Post reporting date events
There have been no significant events affecting the company since the year end.
Auditor
Pursuant to Section 487 of the Companies Act 2006, the shareholders have agreed to the appointment of Ernst & Young LLP as auditors for the year ending 31 December 2024. Mercer & Hole LLP will therefore cease to act as auditors.
Energy and carbon report
During the year the company was responsible for the emission of the following tonnes of CO2 during the course of its business activities.
2023
Energy consumption
kWh
Aggregate of energy consumption in the year
94,567
2023
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
- Fuel consumed for owned transport
-
-
Scope 2 - indirect emissions
- Electricity purchased
19.58
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
Total gross emissions
19.58
Intensity ratio
Tonnes CO2e per employee
1.58
Quantification and reporting methodology
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 (2022) UK Government’s Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of revenue.
TRUELAYER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Measures taken to improve energy efficiency
No specific measures have been taken by the company regarding energy efficiency.
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement 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.
On behalf of the board
F Simoneschi
Director
9 May 2024
TRUELAYER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TRUELAYER LIMITED
- 7 -
Opinion
We have audited the financial statements of TrueLayer Limited (the 'company') for the year ended 31 December 2023 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 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 loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
TRUELAYER LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TRUELAYER LIMITED
- 8 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches under the group's Financial Conduct Authority registration and General Data Protection Regulations, and we considered the extent to which non-compliance may have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principle risks were related to posting inappropriate entries including journals to understate revenue or overstate expenditure, and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
discussions with management, including considerations of known or suspected instances of non-compliance with laws and regulations and fraud;
evaluation of the operating effectiveness of management's controls designed to prevent and detect irregularities;
challenging assumptions and judgements made by management in its significant accounting estimates;
identifying and testing journal entries.
TRUELAYER LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TRUELAYER LIMITED
- 9 -
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Ross Lane
Senior Statutory Auditor
For and on behalf of Mercer & Hole LLP
15 May 2024
Chartered Accountants
Statutory Auditor
21 Lombard Street
London
EC3V 9AH
TRUELAYER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
11,969,806
4,813,913
Cost of sales
(1,816,801)
(1,006,779)
Gross profit
10,153,005
3,807,134
Administrative expenses
(63,653,787)
(64,369,627)
Operating loss
4
(53,500,782)
(60,562,493)
Interest receivable and similar income
8
597,114
37,984
Loss before taxation
(52,903,668)
(60,524,509)
Tax on loss
9
515,215
943,374
Loss for the financial year
(52,388,453)
(59,581,135)
Other comprehensive income
Currency translation gain/(loss) arising in the year
26,393
(257,296)
Total comprehensive income for the year
(52,362,060)
(59,838,431)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TRUELAYER LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
10
4,252,616
1,112,018
Current assets
Debtors
11
8,838,242
7,076,674
Cash at bank and in hand
17,485,575
25,716,560
26,323,817
32,793,234
Creditors: amounts falling due within one year
12
(7,700,020)
(5,850,354)
Net current assets
18,623,797
26,942,880
Total assets less current liabilities
22,876,413
28,054,898
Provisions for liabilities
Provisions
13
380,275
38,175
(380,275)
(38,175)
Net assets
22,496,138
28,016,723
Capital and reserves
Called up share capital
16
4
4
Share premium account
17
171,808,563
131,808,561
Capital contribution
17
18,104,520
11,263,047
Currency translation reserve
17
(197,879)
(224,272)
Profit and loss reserves
17
(167,219,070)
(114,830,617)
Total equity
22,496,138
28,016,723
The financial statements were approved by the board of directors and authorised for issue on 9 May 2024 and are signed on its behalf by:
F Simoneschi
Director
Company Registration No. 10278251
TRUELAYER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Capital contribution
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
2
87,840,705
4,498,405
33,024
(55,249,482)
37,122,654
Year ended 31 December 2022:
Loss
-
-
-
-
(59,581,135)
(59,581,135)
Other comprehensive income:
Currency translation differences
-
-
-
(257,296)
(257,296)
Total comprehensive income
-
-
-
(257,296)
(59,581,135)
(59,838,431)
Issue of share capital
16
2
43,967,856
-
-
-
43,967,858
Credit to equity for equity settled share-based payments
15
-
-
6,764,642
-
-
6,764,642
Balance at 31 December 2022
4
131,808,561
11,263,047
(224,272)
(114,830,617)
28,016,723
Year ended 31 December 2023:
Loss
-
-
-
-
(52,388,453)
(52,388,453)
Other comprehensive income:
Currency translation differences
-
-
-
26,393
26,393
Total comprehensive income
-
-
-
26,393
(52,388,453)
(52,362,060)
Issue of share capital
16
40,000,002
-
-
-
40,000,002
Credit to equity for equity settled share-based payments
15
-
-
6,841,473
-
-
6,841,473
Balance at 31 December 2023
4
171,808,563
18,104,520
(197,879)
(167,219,070)
22,496,138
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information
TrueLayer Limited is a private company limited by shares incorporated in England and Wales. The registered office is Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX.
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 £1.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;
Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of TrueLayer Group Holdings Limited. These consolidated financial statements are available from Companies House (https://find-and-update.company-information.service.gov.uk/).
The directors have reassessed the nature of certain costs and have determined they are an overhead rather than a direct cost. As a consequence, costs of £854,579 have been reclassified from direct costs to administration in the prior year.
1.2
Going concern
Notwithstanding the loss for the year of £52,362,060, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The company has prepared detailed forecasts of its future working capital requirements which indicate that it will have sufficient cash resources. Further the directors have received a letter of support from the ultimate parent company, TrueLayer Group Holdings Limited. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided to customers in the normal course of business, and is shown net of VAT and other sales related taxes. Turnover also includes intercompany revenue from TrueLayer group companies for inter-group outsourcing services provided by the company.
Revenue from customers are recognised monthly based on the contracted agreed fee.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the life of the relevant lease
Fixtures and fittings
20% Straight Line
Computer equipment
33% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
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.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.7
Financial instruments
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 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.
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.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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.
1.9
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.
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, in which case the deferred tax is also dealt with in 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.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.10
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.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
The company's ultimate parent company operates an equity-settled share-based scheme in which some of the company's employees participate. The company awards share options to employees to acquire shares in its ultimate parent company.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using either the fair value of the services received or the Black-Scholes model if that fair value cannot be estimated reliably. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity as a capital contribution.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates 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 in the period are included in profit or loss.
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Bad debt provision
In determining whether there are any circumstances regarding a customer's inability to meet its financial obligation and whether a provision is required against the debt, the directors consider factors such as potential prevailing economic conditions in the industry and their potential impact on customers.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Measurement of share based payment expense
Estimation and judgement is required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the award's terms, the risk-free interest rate and the expected volatility of the market price of the shares in the company.
3
Turnover and other income
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Customer revenue
6,124,943
3,646,228
Intercompany revenue
5,651,334
1,167,685
Interest income from safeguarding accounts
193,529
-
11,969,806
4,813,913
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other income
(Continued)
- 19 -
2023
2022
£
£
Other income
Interest income
597,114
37,984
Revenue is generated both from the company's principal activity and recharges to group.
The company has chosen not to disclose revenue by geographical market as they believe this to be seriously prejudicial to the company's business interests.
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
106,455
(548,028)
Depreciation of owned tangible fixed assets
849,857
678,020
(Profit)/loss on disposal of tangible fixed assets
(8,030)
10,459
Share-based payments
6,841,473
6,764,642
Operating lease charges
1,713,757
746,082
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
28,000
25,445
For other services
Other taxation services
1,815
3,250
All other non-audit services
9,420
8,650
11,235
11,900
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Engineering & Product
135
211
Commercial & Marketing
132
137
Executive & Adminstration
54
65
Total
321
413
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 20 -
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
28,809,686
29,980,716
Social security costs
4,076,392
4,415,754
Pension costs
1,062,352
982,341
Share-based payment expense
6,841,473
6,764,642
40,789,903
42,143,453
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
334,373
334,532
Company pension contributions to defined contribution schemes
13,900
13,600
348,273
348,132
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
164,200
166,513
Company pension contributions to defined contribution schemes
6,800
6,800
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
597,114
37,984
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(1,486,030)
Adjustments in respect of prior periods
(568,492)
542,656
Total UK current tax
(568,492)
(943,374)
Foreign current tax on profits for the current period
53,277
Total current tax
(515,215)
(943,374)
In March 2021, the 2021 budget announced an increase in the UK corporation tax rate from 19% to 25% from 1 April 2023 for taxable profits above £50,000.
2023
2022
£
£
Loss before taxation
(52,903,668)
(60,524,509)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(12,442,943)
(11,499,657)
Tax effect of expenses that are not deductible in determining taxable profit
1,624,076
1,324,677
Tax effect of income not taxable in determining taxable profit
(133,712)
Unutilised tax losses carried forward
12,894,507
8,225,198
Adjustments in respect of prior years
(568,492)
542,655
Effect of change in corporation tax rate
(754,982)
Group relief
341,223
1,035,101
Depreciation on assets not qualifying for tax allowances
125,683
(30,549)
Other permanent differences
1,560
Tax relief on share options
(1,653,852)
(542,359)
Effect of overseas tax rates
53,277
Taxation credit for the year
(515,215)
(943,374)
The company has estimated tax losses of £140m (2022: £88m) to use against future trading profits. A deferred tax asset on these losses has not been recognised as there is currently insufficient evidence that the company will generate sufficient profits in the near future to utilise them.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
10
Tangible fixed assets
Leasehold improvements
Assets under construction
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
787,480
61,829
564,181
1,107,241
2,520,731
Additions
3,591,456
307,992
110,779
4,010,227
Disposals
(787,480)
(145,418)
(932,898)
Transfers
61,829
(61,829)
(323)
(323)
Exchange adjustments
(2,301)
(2,301)
At 31 December 2023
3,653,285
872,173
1,069,978
5,595,436
Depreciation and impairment
At 1 January 2023
519,709
294,894
594,110
1,408,713
Depreciation charged in the year
416,531
133,033
300,293
849,857
Eliminated in respect of disposals
(787,480)
(127,450)
(914,930)
Exchange adjustments
(820)
(820)
At 31 December 2023
148,760
427,927
766,133
1,342,820
Carrying amount
At 31 December 2023
3,504,525
444,246
303,845
4,252,616
At 31 December 2022
267,771
61,829
269,287
513,131
1,112,018
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
842,017
545,103
Corporation tax recoverable
2,972,059
Amounts owed by group undertakings
3,500,101
1,095,971
Other debtors
1,591,381
585,520
VAT recoverable
1,007,153
311,503
Prepayments and accrued income
1,897,590
1,566,518
8,838,242
7,076,674
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
12
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
1,513,713
878,905
Amounts owed to group undertakings
2,436,007
2,314,002
Taxation and social security
1,189,973
1,149,022
Other creditors
202,090
175,400
Accruals and deferred income
2,358,237
1,333,025
7,700,020
5,850,354
13
Provisions for liabilities
2023
2022
£
£
Dilapidations
380,275
38,175
Movements on provisions:
Dilapidations
£
At 1 January 2023
38,175
Additional provisions in the year
342,100
At 31 December 2023
380,275
The company is required to vacate buildings occupied under operating leases in good repair at the end of the lease. Provision has been made for the estimated cost of this.
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,062,352
982,341
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
15
Share-based payment transactions
Group share-based payments
The company participates in a group share based payment plan, and recognises and measures its share based payment expense using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
Further details of the calculation can be found in the financial statements of Truelayer Group Holding Limited.
16
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of $0.000001 each
3,135,132
3,135,052
4
4
Ordinary Shares: Each holder of Ordinary Shares has the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions of the company. Ordinary Shares shall rank pari passu with other shares in issue in the company as respects dividends and distributions of capital (including on a winding up).
During the year the company issued 80 Ordinary shares of $0.000001 at an average price of $628,347 per share.
17
Reserves
Share premium
Share premium accounts includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital contribution
The capital contribution relates to accumulated share based payment charges which are equity settled by the company's parent company.
Profit and loss reserves
Profit and loss reserves represents accumulated comprehensive deficit for the year and prior periods less any dividends paid.
TRUELAYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
1,802,234
784,099
Between two and five years
7,194,124
2,581,388
In over five years
6,219,762
473,255
15,216,120
3,838,742
19
Financial commitments, guarantees and contingent liabilities
The company's bankers have a fixed charge over certain bank accounts held by the company.
20
Related party transactions
The company has taken the exemptions available in FRS102 not to disclose transactions with wholly owned members of the group.
21
Ultimate controlling party
The company is a wholly owned subsidiary of Truelayer (Jersey) Limited, a company incorporated in Jersey whose registered office address is 22 Grenville Street, St Helier, Jersey JE4 8PX.
The ultimate parent company is Truelayer Group Holdings Limited, a company registered in England, whose registered office address is Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX
The smallest and largest group within which the company's financial statements are consolidated are those of Truelayer Group Holdings Limited. A copy of the consolidated financial statements can be obtained from group's registered office: Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX
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