38 false false false false false false false false false false true false false false false false false No description of principal activity 2024-01-01 Sage Accounts Production Advanced 2023 - FRS102_2023 6,033,369 1,238,234 7,271,603 2,884,074 1,454,321 4,338,395 2,933,208 3,149,295 xbrli:pure xbrli:shares iso4217:GBP SC583644 2024-01-01 2024-12-31 SC583644 2024-12-31 SC583644 2023-12-31 SC583644 2023-01-01 2023-12-31 SC583644 2023-12-31 SC583644 2022-12-31 SC583644 core:FurnitureFittings 2024-01-01 2024-12-31 SC583644 bus:OrdinaryShareClass1 2024-01-01 2024-12-31 SC583644 bus:Director4 2024-01-01 2024-12-31 SC583644 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 SC583644 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-31 SC583644 core:FurnitureFittings 2023-12-31 SC583644 core:FurnitureFittings 2024-12-31 SC583644 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-01-01 2024-12-31 SC583644 core:WithinOneYear 2024-12-31 SC583644 core:WithinOneYear 2023-12-31 SC583644 core:AfterOneYear 2024-12-31 SC583644 core:AfterOneYear 2023-12-31 SC583644 core:ShareCapital 2024-12-31 SC583644 core:ShareCapital 2023-12-31 SC583644 core:SharePremium 2024-12-31 SC583644 core:SharePremium 2023-12-31 SC583644 core:RetainedEarningsAccumulatedLosses 2024-12-31 SC583644 core:RetainedEarningsAccumulatedLosses 2023-12-31 SC583644 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 SC583644 bus:SmallEntities 2024-01-01 2024-12-31 SC583644 bus:AuditExemptWithAccountantsReport 2024-01-01 2024-12-31 SC583644 bus:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 SC583644 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 SC583644 bus:FullAccounts 2024-01-01 2024-12-31 SC583644 bus:OrdinaryShareClass1 2024-12-31 SC583644 bus:OrdinaryShareClass1 2023-12-31 SC583644 core:ComputerEquipment 2024-01-01 2024-12-31 SC583644 core:ComputerEquipment 2023-12-31 SC583644 core:ComputerEquipment 2024-12-31
COMPANY REGISTRATION NUMBER: SC583644
Zumo Financial Services Limited
Filleted Unaudited Financial Statements
For the year ended
31 December 2024
Zumo Financial Services Limited
Statement of Financial Position
31 December 2024
2024
2023
Note
£
£
£
Fixed assets
Intangible assets
5
2,933,208
3,149,295
Tangible assets
6
19,031
8,229
------------
------------
2,952,239
3,157,524
Current assets
Debtors
7
1,242,569
950,328
Cash at bank and in hand
533,066
38,528
------------
---------
1,775,635
988,856
Creditors: amounts falling due within one year
8
( 16,363,648)
( 11,189,700)
-------------
-------------
Net current liabilities
( 14,588,013)
( 10,200,844)
-------------
-------------
Total assets less current liabilities
( 11,635,774)
( 7,043,320)
Creditors: amounts falling due after more than one year
9
( 4,767)
( 9,967)
-------------
------------
Net liabilities
( 11,640,541)
( 7,053,287)
-------------
------------
Capital and reserves
Called up share capital
12
326
326
Share premium account
3,597,793
3,597,793
Profit and loss account
( 15,238,660)
( 10,651,406)
-------------
-------------
Shareholders deficit
( 11,640,541)
( 7,053,287)
-------------
-------------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .
Zumo Financial Services Limited
Statement of Financial Position (continued)
31 December 2024
These financial statements were approved by the board of directors and authorised for issue on 13 March 2025 , and are signed on behalf of the board by:
N S Jones
Director
Company registration number: SC583644
Zumo Financial Services Limited
Notes to the Financial Statements
Year ended 31 December 2024
1. General information
The company is a private company limited by shares, registered in Scotland. The address of the registered office is Suite 2, Ground Floor Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS, United Kingdom.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, unless otherwise stated below. The financial statements are prepared in Sterling, which is the functional currency of the entity. Going concern The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, thus continue to adopt the going concern basis of accounting in preparing these financial statements. Refer to Note 15 for further information.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for services rendered, stated net of discounts and of Value Added Tax. Revenue is derived mainly from exchange and subscription fees in relation to the digital wallets developed and from intercompany recharges. Revenue from subscription fees is recognised by reference to the stage of completion of the transaction at the end of the reporting period. Stage of completion is determined on a straight-line basis over the specified period of time to which the subscription fee relates. Revenue from exchange fees is recognised on the date of the transaction from which the fees arose.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Intangible assets
Intangible assets are initially recorded at cost and are subsequently stated at cost less any accumulated amortisation and impairment losses. The useful life of internally developed is based on management’s estimation of the period over which the asset is expected to generate economic benefits. The original useful life remains unchanged unless there is evidence that a significant change in technology or business circumstances warrants reassessment. Enhancements and upgrades to the app that improve functionality or extend its expected utility are capitalised as additions to the intangible asset. These additions are recognised when it is probable that future economic benefits associated with them will flow to the company and their cost can be measured reliably. Routine maintenance costs and minor updates that do not significantly enhance the app’s functionality are expensed as incurred. Amortisation is charged on a straight-line basis over the estimated useful life of the intangible asset. The original development costs of the app are amortised over the useful life from the date of implementation. Any capitalised additions are amortised separately from their respective implementation dates. The amortisation expense is recognised in the profit and loss account. The amortisation method and useful life are reviewed annually, and adjustments are made if necessary to reflect any significant changes in the expected pattern of economic benefits derived from the intangible asset. Management have assessed the useful life of the asset as follows: Development costs - 5 years
Research and development
Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Fixtures and fittings
-
33% straight line
Equipment
-
50% straight line
Government grants
Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial assets, which include cash, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Basic financial liabilities, which include other creditors, are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At each reporting date the company assesses whether there is objective evidence that any financial asset has been impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due. The amount of the provision is recognised immediately in profit or loss.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met. Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification. Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately. Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 38 (2023: 33 ).
5. Intangible assets
Development costs
£
Cost
At 1 January 2024
6,033,369
Additions
1,238,234
------------
At 31 December 2024
7,271,603
------------
Amortisation
At 1 January 2024
2,884,074
Charge for the year
1,454,321
------------
At 31 December 2024
4,338,395
------------
Carrying amount
At 31 December 2024
2,933,208
------------
At 31 December 2023
3,149,295
------------
6. Tangible assets
Fixtures and fittings
Equipment
Total
£
£
£
Cost
At 1 January 2024
1,208
55,416
56,624
Additions
26,290
26,290
-------
--------
--------
At 31 December 2024
1,208
81,706
82,914
-------
--------
--------
Depreciation
At 1 January 2024
1,208
47,187
48,395
Charge for the year
15,488
15,488
-------
--------
--------
At 31 December 2024
1,208
62,675
63,883
-------
--------
--------
Carrying amount
At 31 December 2024
19,031
19,031
-------
--------
--------
At 31 December 2023
8,229
8,229
-------
--------
--------
7. Debtors
2024
2023
£
£
Amounts owed by group undertakings
601,624
474,468
Other debtors
640,945
475,860
------------
---------
1,242,569
950,328
------------
---------
8. Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
5,200
5,200
Trade creditors
193,238
149,039
Amounts owed to group undertakings
15,821,254
10,419,824
Social security and other taxes
104,789
90,511
Other creditors
239,167
525,126
-------------
-------------
16,363,648
11,189,700
-------------
-------------
9. Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
4,767
9,967
-------
-------
10. Deferred tax
The company has an unrecognised deferred tax asset of £2,593,821 (2023: £1,728,939). This arises as a result of trading losses and timing differences. Its recoverability is dependent upon future taxable profits arising, the likelihood of which cannot at this stage be determined with reasonable certainty.
11. Share-based payments
Certain employees had been granted options to subscribe for share under share option schemes as follows: During the year no options were granted.
Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:
2024
2023
No.
WAEP
No.
WAEP
Outstanding at 1 January 2024
567,160
3.08
573,910
3.07
Granted during the year
3,800
3.41
Forfeited during the year
( 23,000)
8.67
Expired during the year
( 71,200)
3.41
( 6,750)
2.36
---------
-----
---------
-----
Outstanding at 31 December 2024
476,760
2.76
567,160
3.08
---------
-----
---------
-----
Exercisable at 31 December 2024
476,760
2.76
567,160
3.08
---------
-----
---------
-----
The total expense recognised in profit or loss for the year is as follows:
2024
2023
£
£
Equity-settled share-based payments
10,795
57,025
--------
--------
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were: 2024 Share price at grant date £1.11-£15.87 Exercise price £1.1-£8.67 Expected volatility 70% Expected life 10 years Risk free interest rate 0.759%-4.13% Dividend yield 0% The fair value of equity-settled share-based payments at date of grant was estimated using the Black Scholes valuation model as this model, taking into account the terms and conditions of the share options granted.
12. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £ 0.0001 each
3,263,855
326
3,263,855
326
------------
----
------------
----
13. Going concern
As at 31 December 2024 the company had net liabilities of £11,640,541. The directors have considered a period of at least 12 months after signing these financial statements, and have prepared budgets and forecasts, and consider that they have sufficient working capital to meet the day-to-day requirements of the company. In addition, included within creditors: amounts falling due within one year is an amount due to the parent company, Blockstar Holdings Limited, of £15,821,254. This loan is interest-free and has no fixed repayment terms. The directors of Blockstar Holdings Limited do not intend to call in this debt within 12 months of signing these financial statements.
Furthermore, Blockstar Holdings Limited has successfully raised £6 million through Convertible Loan Notes, providing additional financial support through to 31 December 2025. Based on current financial projections, the company is expected to become self-sustaining in Q1 2026 through revenue growth.
The company is strategically positioned to benefit from the new FCA Financial Promotions regulations and was among the first firms in the UK to implement measures designed to comply with the new regime. Its primary focus remains on expanding its enterprise offering through the Financial Promotions Enterprise Model and Strategic Partnerships with those large enterprises facing challenges with serving their UK customers, due to not being able to comply with certain aspects of UK Regulation. The Financial Promotions Model is tailored for crypto asset firms to support the servicing of their UK customer base, while the Strategic Partnerships is designed to engage institutional clients.
Based on the above the directors believe it is appropriate to continue to prepare the financial statements of Zumo Financial Services on a going concern basis.
14. Related party transactions
Included within other creditors is a balance of £nil (2023: £13,992) due to directors of the company. The loan is interest-free and repayable on demand. The company has taken advantage of the exemption under FRS 102 33.1A from disclosing transactions entered into between wholly-owned members of the group.
15. Controlling party
The immediate and ultimate parent company is Blockstar Holdings Limited , whose registered office address is 316a Beulah Hill, London, SE19 3HF