Everymatrix Technology (UK) Limited
Formerly: FSB Technology (UK) Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 06401555 (England and Wales)
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Company Information
Director
E Groes
(Appointed 4 July 2024)
Company number
06401555
Registered office
3rd Floor Great Titchfield House
14-18 Great Titchfield Street
London
United Kingdom
W1W 8BD
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Contents
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Strategic Report
For the year ended 31 December 2024
Page 1
The director presents the strategic report for the year ended 31 December 2024.
Fair review of the business
The principal activity of the Company continued to be that of software development and the provision of regulated gaming facilities.
During the financial year, the company was sold to EveryMatrix Group.
The new company's strategy is to optimise the costs while maintaining existing customers. The company will benefit from EveryMatrix’s group experience and use it to consolidate its presence in the UK market.
We consider our KPIs to be:
Total sportsbook stakes (2024: £903.3m, 2023: £739.9m)
Headcount (2024: 108, 2023: 161)
An annual budget is prepared at the beginning of the financial year, which starting 2025 is included as part of EveryMatrix group budget. During the year an updated forecast is prepared. The Directors review the budget and forecasts and then track the financial performance of the group monthly against those benchmarks.
Review of Performance in the Year
On July 1st, 2024, EveryMatrix Group fully acquired FSB group to strengthen its presence in the UK, Africa, and other territories. Both companies, offering gaming B2B services as SaaS providers, were not direct competitors due to their distinct footprints. This acquisition brought significant benefits, including synergies from using and maintaining a single technology. Additionally, EveryMatrix expanded its portfolio by adding 14 clients, most of them full turnkey with sports and casino, across 13 markets. Key regions include the UK, Ireland, South Africa, Mozambique, Nigeria, Slovakia, and Croatia.
Following the strategic review that commenced in 2022 administrative expenses decreased by 28.1% from £17.8m to £12.8m as people costs reduced from £15.5m to £10.7m and restructuring costs increased from £0.7m to £1.1m.
As a result the operating loss decreased from £10.0m to £7.3m.
Future developments
Despite the inherent risks and challenges, the migration of customers from one technology to another has been difficult but is now successfully consolidating within the EveryMatrix group.
Principal risks and uncertainties
Regulatory risk. The industry is subject to regulatory, legislative and fiscal regimes for betting and gaming. There is increased social pressure for more regulation which could have an impact on the company. Further new regulations could result in additional costs being incurred to comply with new regulations. The company's key markets are monitored for potential legislative and regulatory changes.
Technology risk. The company's business is transacted over the internet. The company is continually investing in technology to minimise risk but there remains a possibility that a technology failure could adversely affect the company's ability to trade and therefore affect results.
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Inflation and Price Risk: The UK economy has experienced inflation with the Consumer Price Index rising by 2.5% in the 12 months to December 2024 and Bank of England base rates of 4.75% at December 2024 compared to 5.25% at December 2023. In addition official sports data rights costs continue to rise placing pressure on margins through the sports betting value chain. We mitigate these risks via the structure of our commercial agreements and use of in-house models to generate prices for key sports.
E Groes
Director
14 May 2025
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Director's Report
For the year ended 31 December 2024
Page 3
The director presents his annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of software development and the B2B provision of
regulated gaming facilities.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
S B Lawrence
(Resigned 4 July 2024)
M A Wagman
(Resigned 4 July 2024)
M K Kansal
(Resigned 4 July 2024)
A Smith
(Resigned 4 July 2024)
E Groes
(Appointed 4 July 2024)
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Auditor
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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
E Groes
Director
14 May 2025
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Director's Responsibilities Statement
For the year ended 31 December 2024
Page 4
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Independent Auditor's Report
To the Members of EveryMatrix Technology (UK) Limited
Page 5
Opinion
We have audited the financial statements of EveryMatrix Technology (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 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 director's 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 director 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 director is 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.
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Independent Auditor's Report (Continued)
To the Members of EveryMatrix Technology (UK) Limited
Page 6
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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the Director's Responsibilities Statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Independent Auditor's Report (Continued)
To the Members of EveryMatrix Technology (UK) Limited
Page 7
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Independent Auditor's Report (Continued)
To the Members of EveryMatrix Technology (UK) Limited
Page 8
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, the UK Gambling Commission and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
Jamie Sherman (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
14 May 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
EveryMatrix Technology (UK) Limited
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 9
2024
2023
Notes
£
£
Turnover
3
11,838,034
11,979,312
Cost of sales
(7,038,848)
(6,819,625)
Gross profit
4,799,186
5,159,687
Administrative expenses
(12,827,051)
(17,773,032)
Other operating income
1,827,748
3,529,262
Exceptional item
4
(1,060,732)
(663,714)
Operating loss
5
(7,260,849)
(9,747,797)
Interest receivable and similar income
9
5,427
17,170
Interest payable and similar expenses
10
(47,756)
(26,926)
Loss before taxation
(7,303,178)
(9,757,553)
Taxation
11
Loss for the financial year
(7,303,178)
(9,757,553)
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Balance Sheet
As at 31 December 2024
Page 10
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
12,242
Tangible assets
13
46,319
117,461
Investments
14
7,751
7,751
66,312
125,212
Current assets
Debtors
16
2,644,494
5,282,692
Cash at bank and in hand
632,472
1,006,027
3,276,966
6,288,719
Creditors: amounts falling due within one year
17
(28,226,828)
(24,998,297)
Net current liabilities
(24,949,862)
(18,709,578)
Total assets less current liabilities
(24,883,550)
(18,584,366)
Provisions for liabilities
Deferred tax liability
19
(19,421)
(19,421)
(19,421)
(19,421)
Net liabilities
(24,902,971)
(18,603,787)
Capital and reserves
Called up share capital
20
589,038
578,998
Share premium account
37,441,368
36,447,414
Profit and loss reserves
(62,933,377)
(55,630,199)
Total equity
(24,902,971)
(18,603,787)
The financial statements were approved by the board of directors and authorised for issue on 14 May 2025 and are signed on its behalf by:
E Groes
Director
Company Registration No. 06401555
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 11
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
236,180
30,665,870
(45,872,646)
(14,970,596)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(9,757,553)
(9,757,553)
Issue of share capital
20
342,818
5,781,544
-
6,124,362
Balance at 31 December 2023
578,998
36,447,414
(55,630,199)
(18,603,787)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(7,303,178)
(7,303,178)
Issue of share capital
20
10,040
993,954
-
1,003,994
Balance at 31 December 2024
589,038
37,441,368
(62,933,377)
(24,902,971)
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 12
1
Accounting policies
Company information
EveryMatrix Technology (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor Great Titchfield House, 14-18 Great Titchfield Street, London, United Kingdom, W1W 8BD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
EveryMatrix Technology (UK) Limited is a wholly owned subsidiary of EveryMatrix Holding Plc and the results of EveryMatrix Technology (UK) Limited are included in the consolidated financial statements of EveryMatrix Holding Plc which are available from its registered office Piazzetta Business Plaza, Level 10 Triq Ghar Il Lembi, Sliema, SLM 1605, Malta.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 13
1.2
Going concern
At the balance sheet date the company had net liabilities of £24,902,971 (2023: £true18,603,787) and made a loss in the year of £7,303,178 (2023: £9,757,553). The company has received confirmation of continued funding and support from its owner for at least 12 months from the date of approval of the financial statements.
The directors have given particular and careful consideration to satisfy themselves that it is reasonable and appropriate to prepare the financial statements on a going concern basis. The directors' assessment in respect of the going concern and liquidity risk has been based on analysis of a number of business aspects. Those aspects included:
Profit and cash flow including an analysis of committed and discretionary capital and operational expenditure
Contingent liabilities
Evolving regulatory environment
Inter dependencies with other related Group companies
Continuous shareholder support demonstrated by a letter of support for 12 months from the date of signature of the statutory accounts
Having taken all the above considerations into account, the directors are of the opinion that as of the date of approval of these financial statements, the company has adequate resources to continue in operational existence for the foreseeable future and meet its financial obligations as they fall due for a period of at least 12 months from the signing of the financial statements. For this reason, they have continued to adopt the going concern basis in preparing the financial statements.
.
1.3
Turnover
Turnover is primarily revenue share for our sportsbook and iGaming software plus our trading services. All turnover is recognised net of VAT and credit notes. This is recorded at the fair value of the consideration received or receivable. Where a contract for client set up or development work has only been partially completed at the balance sheet date, turnover represents the fair value of the service provided to date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year. In addition, turnover includes charges for know your client (KYC) and other auxiliary services.
Turnover is also recognised at the fair value of consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation 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:
Patents & licences
3 year straight line
1.5
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.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 14
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:
Office equipment
3 year 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.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
1.8
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.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 15
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
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.
1.11
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.
Research and Development Expenditure Credit (RDEC) claims made by the company are accounted for in the year to which the related costs are incurred. The credit is shown above the line as other operating income with the related tax recognised in the tax charge for the year.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
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.
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
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.
1.16
Client funds held and the corresponding liability are not recognised on the balance sheet of the company as the company obtains no economic benefit from holding these funds. Any client funds that subsequently become assets of the company are transferred to the profit and loss account accordingly.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 18
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Recoverability of debtors
The Company reviews the ageing analysis of its debtors on a regular basis. The level of provision made against trade debtors for non-recovery is determined by the age of any arrears in tandem with the an assessment of the facts and the observed credit quality of the debtor.
Write off of historic customer balances
Historic balances held on behalf of customers are written off once their account becomes dormant. At this point, the company takes reasonable steps to notify the customers to withdraw their funds and attempts repayment using using their last payment method as per the UK Gambling Commission. Where neither of these steps are successful, the dormant customer funds are released.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Hosting and revenue share
11,838,034
11,979,312
2024
2023
£
£
Turnover analysed by geographical market
UK
6,812,916
6,704,545
Africa
1,035,091
841,805
North America
655,943
-
Europe
2,612,024
2,423,797
Rest of World
722,060
2,009,165
11,838,034
11,979,312
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
3
Turnover and other revenue
(Continued)
Page 19
2024
2023
£
£
Other significant revenue
Interest income
5,427
17,170
Intercompany management income
1,827,748
3,342,797
Other income
-
186,465
4
Exceptional item
2024
2023
£
£
Expenditure
Restructuring costs
1,060,732
663,714
In July 2024, FSB Technology (UK) Ltd was acquired by EveryMatrix Technology (UK) Ltd. These exceptional costs relate to costs incurred as part of this acquisition and subsequent redundancies.
5
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange losses
60,023
25,691
Fees payable to the company's auditor for the audit of the company's financial statements
35,000
23,500
Depreciation of owned tangible fixed assets
81,803
98,451
Amortisation of intangible assets
5,386
-
Operating lease charges
333,681
315,177
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Trading
29
25
Technology
37
68
Other
42
68
Total
108
161
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
6
Employees
(Continued)
Page 20
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
7,606,061
9,528,748
Social security costs
866,918
1,336,011
Pension costs
229,330
216,146
8,702,309
11,080,905
7
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
823,054
243,234
Company pension contributions to defined contribution schemes
38,167
24,140
Sums paid to third parties for directors' services
11,400
39,643
872,621
307,017
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
420,554
193,333
Company pension contributions to defined contribution schemes
19,000
514
8
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
229,330
216,146
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.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 21
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
5,427
17,170
10
Interest payable and similar expenses
2024
2023
£
£
Other interest
47,756
26,926
11
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(7,303,178)
(9,757,553)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(1,825,795)
(2,294,976)
Tax effect of expenses that are not deductible in determining taxable profit
103,115
17,629
Change in unrecognised deferred tax assets
1,722,680
2,277,347
Taxation charge for the year
-
-
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 22
12
Intangible fixed assets
Patents & licences
£
Cost
At 1 January 2024
Additions
17,628
At 31 December 2024
17,628
Amortisation and impairment
At 1 January 2024
Amortisation charged for the year
5,386
At 31 December 2024
5,386
Carrying amount
At 31 December 2024
12,242
At 31 December 2023
13
Tangible fixed assets
Office equipment
£
Cost
At 1 January 2024
273,836
Additions
10,661
Disposals
(91,668)
At 31 December 2024
192,829
Depreciation and impairment
At 1 January 2024
156,375
Depreciation charged in the year
81,803
Eliminated in respect of disposals
(91,668)
At 31 December 2024
146,510
Carrying amount
At 31 December 2024
46,319
At 31 December 2023
117,461
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
14
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
15
7,751
7,751
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2024 & 31 December 2024
7,751
Carrying amount
At 31 December 2024
7,751
At 31 December 2023
7,751
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
FSB Technology (USA) Inc
1
Gaming software provider
Ordinary
100.00
Registered office addresses:
1
9E Loockerman Street, Suite 311, Dover, Delaware, 19901, United States.
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,517,364
984,309
Corporation tax recoverable
20,000
20,000
Amounts owed by group undertakings
808,679
2,282,990
Other debtors
64,390
383,960
Prepayments and accrued income
234,061
1,611,433
2,644,494
5,282,692
An amount of £2,758,252 (2023: £2,758,252) has been provided against amounts owed by group undertakings in the year and is excluded from the balance noted above.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 24
17
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Trade creditors
807,643
1,560,650
Amounts owed to group undertakings
26,339,474
21,979,735
Taxation and social security
216,115
433,890
Deferred income
18
50,000
Other creditors
235,924
45,576
Accruals and deferred income
627,672
928,446
28,226,828
24,998,297
The amounts owed to group undertakings represent loans received from the parent company to finance working capital.
At the year-end, pension payable was £19,704 (2023: £28,678).
18
Deferred income
2024
2023
£
£
Other deferred income
-
50,000
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
19,421
19,421
There were no deferred tax movements in the year.
Deferred tax is not recognised in respect of tax losses in excess of £50m and as it is not probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits.
Everymatrix Technology (UK) Limited
Formerly FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
58,903,782
57,899,788
589,038
578,998
On 19 January 2024, 500,000 £0.01 ordinary shares were issued at £1 per share for £500,000 consideration.
On 22 April 2024, 503,994 £0.01 ordinary shares were issued at £1 per share for £503,994 consideration.
21
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:
2024
2023
£
£
Within one year
29,050
303,100
22
Events after the reporting date
On 5 February 2025, 3,646,265 £0.01 ordinary shares were issued at £1 per share by converting a portion of intercompany debt into equity.
23
Related party transactions
The disclosure exemption conferred by FRS 102 Section 33:1A has been utilised, whereby the company has not disclosed transactions with entities that are wholly owned within the group.
24
Ultimate controlling party
The immediate parent company is FSB Holdings (UK) Limited, a company registered in England and Wales.
The ultimate parent company is EveryMatrix Holding Plc., a limited company registered in Malta.
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