Registered number: 12349155
STASH FINANCIAL UK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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STASH FINANCIAL UK LIMITED
REGISTERED NUMBER: 12349155
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 9 form part of these financial statements.
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STASH FINANCIAL UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Profit for the year (as restated)
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Total comprehensive income for the year
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At 1 January 2023 (as previously stated)
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Prior year adjustment (note 8)
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 3 to 9 form part of these financial statements.
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Stash Financial UK Limited (the Company) is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company, limited by shares and is registered in England and Wales. The registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW.
The principal activity of the Company in the year under review was that of sales and marketing activities related to other business support service activities, for and on behalf of the parent company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company is reliant on the support of its parent company, Stash Financial, Inc., to fund operations. Based on the forecasts prepared by the parent company, the group will require additional financing in the foreseeable future.
The parent company are currently in active discussions with investors to raise $145 million and the directors are confident that the funding will be finalised by mid 2025 and this will assist with them continuing to operate for the foreseeable future.
At the date of approval of these financial statements discussions are ongoing and without such financing, there is a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.
However, although it cannot be certain, based on the current discussions the Directors are confident that additional funding will be agreed and have therefore prepared the financial statements on a going concern basis.
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest whole GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Revenue represents the amounts charged to the Company's parent under an agreement for sales and marketing support provided, excluding value added tax. Revenue is recognised when chargeable costs are incurred.
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Operating leases: the Company as lessor
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Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
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The average monthly number of employees, including directors, during the year was 27 (2022 - 19).
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Other reserves
Other reserves represent the capital contribution from Stash Financial, Inc. There are no movements to the capital contribution reserve in the year ended 31 December 2023.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
During the audit for the year ended 31 December 2023, it was identified that a holiday pay accrual amounting to £41,820 was incorrectly not recognised as at 31 December 2022. In addition, intercompany revenue was not booked in the prior year in relation to the associated cost.
The net impact of these adjustments for the year ended 31 December 2022 is:
Increase in amounts owed by group undertakings - £43,911
Increase in turnover - £43,911
Increase in accruals - £41,820
Increase in administrative expenses - £41,820
Increase in profit for the year ended 31 December 2022 - £2,091
Increase in reserves as at 31 December 2022 - £2,091
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £74,369 (2022 £56,207). Contributions totalling £19,473 (2022: £18,713) were payable to the fund at the balance sheet date.
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Commitments under operating leases
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At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Post balance sheet events
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Subsequent to the year end, during October 2024 a restructuring was announced which resulted in all UK employees being terminated as of December 2024. Additionally, one employee was re-hired in the UK as of January 2025. Following the restructure, the Company will continue to operate under the intercompany arrangements in place providing support services on behalf of the parent company.
The immediate and ultimate parent company and controlling party is Stash Financial, Inc. The Company was under the control of its parent Stash Financial, Inc. throughout the financial year by virtue of their 100% shareholding. The parent company is registered in the United States of America, and consolidated accounts are not publicly available.
The largest and smallest group in which the results of the Company are consolidated is that headed by Stash Financial, Inc. with its principal place of business at 450 Park Avenue S, 10th Floor, New York, NY 10016, United States of America.
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STASH FINANCIAL UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on its parent company for support. The parent company is currently in active discussions with investors and is confident that the funding will occur in mid 2025. However, at the date of approval of these financial statements these discussions are being finalised. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, 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.
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The audit report was signed on 16 April 2025 by Karen Cairns (Senior Statutory Auditor) on behalf of Nortons Assurance Limited.
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