For the year ended 31 August 2024
Fomtech Limited
Company Information
For the year ended 31 August 2024
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Fomtech Limited
Report and financial statements
For the year ended 31 August 2024
Contents | Page |
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Strategic report | 4 - 7 |
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Directors' report | 8 -9 |
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Directors' responsibility statement | 10 |
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Independent auditor's report | 11 -13 |
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Consolidated statement of total comprehensive income | 14 |
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Consolidated statement of financial position | 15 |
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Company statement of financial position | 16 |
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Consolidated statement of changes in equity | 17 |
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Company statement of changes in equity | 18 |
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Consolidated statement of cash flows | 19 |
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Notes to the financial statements | 20-33 |
Fomtech Limited
Strategic report
For the year ended 31 August 2024
Review of the Business
The Company, Fomtech Limited, is the parent company of a group of 5 wholly owned subsidiaries. The aim of the Group is to create a liquid, transparent and secure platform for private securities.
The Company has created a platform infrastructure, the 'Floww Platform', with three interconnected applications that allows private companies, investors and intermediaries to connect in a network of trust.
The Company owns the IP to the Floww Platform and provides access to the Platform to its Group companies for supply of services to their customers. The Company also supplies management and staff resource to the subsidiary companies.
Activities of the Group include network and data management services to private companies, investors and intermediaries under a subscription model; fundraising infrastructure to allow private companies and networks of private companies to manage their reporting and fundraising related activities; payment agent, custodian services and capital introductions.
The Group includes a subsidiary, Floww Markets Limited, which is regulated by the Financial Conduct Authority (FCA) as a MiFID investment Firm (authorisation received in February 2023).
The results for the year and the financial position at the year end for the Group, as shown on pages 14 and 15, and the Company on page 16, were considered to be satisfactory by the directors given the overall early stage funding environment in the UK and globally.
Future Developments
The Group continues to expand its client base from fundraising companies to other private market players including innovation clusters, syndicates, venture firms and institutional parties. The Group has also established a US subsidiary in the year, Floww Private Markets US Inc. which has been granted FINRA membership (in September 2024). The future focus remains on winning new contracts and delivery of these contracts - across the UK and US.
Results and dividends
The Group loss for the year is as shown on page 14. During the year, there was no dividend declared.
Financial performance indicators
Group |
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| 2024 | 2023 |
Turnover £ | 713,250 | 184,279 |
Gross loss £ | (1,013,534) | (1,368,406) |
Operating loss £ | (13,231,849) | (12,586,570) |
Principal risks and uncertainties
The Group operates a Risk & Compliance committee which meets during the year on a formal basis; the key outcomes of which are communicated and reviewed by the Board. The purpose of the Committee is to provide objective review and oversight for all categories of risk, setting risk appetite and ensuring an appropriate risk framework. A Risk Register is used to capture all key risks for the Company and its clients. Each risk is scored based on its probability of occurring and its potential impact should it materialise and reviewed on a regular basis.
Fomtech Limited
Strategic report
For the year ended 31 August 2024
Going concern
During the financial year the Group continued to be affected by the capital market volatility and specifically the downturn in venture and early stage funding globally. The remedial actions taken throughout the year and post year end have been as follows:
• | With revenues being slower to build during the year, the Directors took steps to reduce costs by reducing headcount and reviewing all supplier contracts and spend. The impact of this reduction continues into the next financial year. The cash balance as at year end was £4,595,912. The Group has comprehensive cash management and forecasting in place and the Directors continue to monitor spend and cash outgoings to ensure sufficient funding for expected requirements. |
• | The Company received an equity capital injection of £15m in November 2023 from London Stock Exchange Group in the form of an advanced subscription agreement which converted in October 2024. In addition, the Company has successfully raised around £2m in equity in two parts (one completing in September 2024 and the other in April 2025). The fundraise remains open to continue raising further capital whilst also continuing to build revenues. |
• | The Directors have prepared projected cash flow information for a 12 month period to 30 April 2026. The initial base case forecast was prepared with the following key assumptions: |
• | The Group continues to steadily grow its revenues from delivery on contracts already in place and winning new contracts at a similar rate to that by the end of FY2024. |
• | Costs remain steady following significant reductions in FY2024 and may be further reduced as required. |
• | The Group will successfully raise further equity capital over a number of tranches. |
Projections for a period of at least 12 months from the date of signing these financial statements have been based on conservative revenue estimates and costs remaining relatively stable month on month following significant cost reduction from March 2024 onwards. The projections do assume that the Company will raise further equity to continue operating as a going concern. Management is continually monitoring this position as to its fundraising progress. It is anticipated that the required funding will be raised in multiple, smaller tranches. Should there be further uncertainty, there are a number of options available including doing a down round, further reducing cost and asking existing shareholders for support until funding is in place. The Directors, therefore, consider it appropriate to conclude that the business is a going concern but notes that the lack of committed funds represents a material uncertainty at the date of signing these financial statements.
Regulatory Risk
Floww Markets Limited, a wholly owned subsidiary of the company, is regulated by the FCA as a MIFID investment firm. Floww Trust Company Limited (FTCL), also a wholly owned subsidiary, is regulated by the Jersey Financial Services Commission. Floww Private Markets US Inc. has FINRA membership to operate as a carrying broker-dealer and an Alternative Trading System. Appropriate regulatory training is delivered to staff on a regular basis and processes and internal controls have been built to ensure the firm operates appropriately. There is a monitoring plan in place with reporting and escalation to the firm's Executive Committee where appropriate.
Fomtech Limited
Strategic report
For the year ended 31 August 2024
Cyber Security Risk
The security and undisrupted operation of the Floww Platform and the safety of client and company data is paramount. The Floww Platform and IT infrastructure is managed by the company on behalf of the group. Fomtech Limited is ISO accredited for information security management (ISMS) with annual external audit. Policies and procedures exist to limit access to systems and data and detect potential system issues. There is a dedicated information security team and regular staff training.
Liquidity Risk
This risk arises from the Group's working capital position whilst it balances slower than anticipated growth in revenues and its cost base. There is limited collection risk from customers as fees are deducted at source from investment monies received and the direct costs of each fundraise falls due only when each deal is closed. SaaS revenue is collected via automated subscriptions software. However the Group is impacted by the length of time taken to grow into signed contracts, specifically the time to completion of each fundraise.
The Group continues to minimise financial risk by ensuring rigorous cost and cash management. It has taken significant measures to reduce the Group's cost base in the financial year.
Political and Economic Risk
The Group has been impacted by the general macro environment specifically high interest rates and heightened economic and geopolitical uncertainty. This impacts the ability of the fundraising companies and venture firms to secure investment as private market funding is withdrawn due to the increased cost of capital. This may mean an inability of our customers to meet the minimum raise requirement and indeed longer lead times for companies to close their deals. However, the Directors believe that this is where Floww's offering and product can be beneficial in amplifying single companies as well as clusters of companies to connect with investors and intermediaries that can facilitate access to capital.
Exchange Rate Risk
The Group's revenue and costs are predominantly in GBP; there is limited foreign currency exposure.
Section 172 (1) statement
The Directors of the Company have a legal responsibility under section 172 of the Companies Act 2006 to act in a way they consider, in good faith, would be the most likely to promote the success, and to have regard to the long-term effect of decisions on the company and its stakeholders. This statement sets out how the Directors have fulfilled their duty to comply with these requirements and explains how they have had regard to broader stakeholder interests when making decisions.
The Directors are committed to effective engagement with stakeholders. Due to the breadth of Floww's offering, the relevance of each stakeholder group may differ. As such, as part of their engagement with stakeholders, the Directors seek to understand the relative interests and priorities of each group and to have regards to these, as appropriate, in their decision making. The Directors acknowledge that not all decisions may necessarily result in a positive outcome for all stakeholders.
Fomtech Limited
Strategic report
For the year ended 31 August 2024
Section 172 (1) statement (continued)
Engaging with other stakeholders
Our employees
We acknowledge that, in order to achieve our ambition, we will need to recruit and retain talented people. Employee resource is provided to the group via Fomtech Limited through a combination of secondment and services agreements. Our success will be determined by employees' ability to perform their roles effectively and fit with the culture of the Group. We aim to ensure that staff are remunerated at market rates and are further incentivised through our Group EMI option scheme. We also invest in our employees' welfare by providing a comprehensive benefits package.
Our customers
The Group seeks to attract private market participants, including high quality and high growth companies, innovation clusters, financial intermediaries and investors, and set them up for future success. Regular review and updates ensure customer success.
Our regulator
The Group includes a regulated entity which is regulated by the Financial Conduct Authority (FCA) and the Jersey Financial Services Commission. We operate within a highly regulated industry, and we value this regulation. We recognise that regulation is designed to protect both investors and market participants creating a level playing field and market confidence. We therefore view regulation as an extremely positive factor for our business and engage with our regulators in an open and flexible manner.
Our suppliers
The Group enters into a variety of agreements with service providers and suppliers. We treat our suppliers fairly and with respect and where we have concerns about product or service quality, we raise these concerns in a timely with the supplier and seek to find a resolution in an open and constructive manner.
The impact of the company's operations on the community and the environment
As a Group we understand that we have a duty to reduce to the best of our ability, any negative impact on the environment and society in general. We also have a role to play as a company in ensuring we do what we can at every level to act responsibly. Within our own office, all staff are encouraged to do their bit by reducing waste and use of paper, increasing recycling and ensuring the correct disposal of IT and electrical equipment.
Fomtech Limited is aware of its responsibility to act as a good corporate citizen.
On behalf of the board.
Martijn de Wever
Director
Date 30 May 2025
Fomtech Limited
Directors' report
For the year ended 31 August 2024
The Directors of Fomtech Limited (the "Company") present their annual report and audited financial statements for the year ended 31 August 2024.
Incorporation
The Company was incorporated in
Principal activities
Results and dividends
The Group loss for the year, after taxation, amounted to (£13,231,850) (2023: (£12,586,570)) and for the Company, (£12,876,615) (2023: (£12,423,629)).
The Directors are unable to recommended the payment of a dividend for the year (2023: £nil).
Directors
The Directors who held office in the company during the year and up to the date of signature of the financials statements were as follows:
• | Martijn de Wever |
• | Umerah Akram |
• | Alexander Pilsworth |
• | Simon Finch (resigned 7 October 2024) |
• | Julia Hoggett (resigned 4 June 2024) |
• | Charles Walker (appointed 8th March 2024, resigned 4th June 2024) |
Streamlined Energy and Carbon Reporting (SECR)
Our business is committed to mitigating excessive consumption of gas and electricity within its place of operations. The group lease two office premises and work with the landlord in adopting energy efficient lighting and enable stand-by functionality for computer and other office equipment used within the workspaces to reduce energy consumption when unused.
Emissions
In the period to 31 August 2024, our total indirect electricity consumption at our place of operations, our London and Brighton offices, was 41,353 kWh (2023: 33,239 kWh). This relates to the electricity consumption measured by building management for these workspaces, apportioned for the group offices we occupy. The company moved to a larger London office in March 2024 which accounts for the increase in consumption. Our total gross emissions in metric tonnes CO2e is therefore calculated as 8.56. We have used the 2024 UK Government's Conversion Factors for Government Reporting. The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee which is calculated to be 0.14. We have continued to use video conferencing technology for many staff meetings, to reduce the need for travel between sites and we support the Cycle to Work scheme. Both sites have fully selective waste collection for paper, plastic, aluminium, glass, food waste as well as batteries and printer toners.
Independent Auditors
RSM UK Audit LLP were reappointed as independent auditors during the year and have indicated their willingness to continue in office.
Fomtech Limited
Directors' report
For the year ended 31 August 2024
Matter of Strategic Importance
Statement as to disclosure of information to auditors
On behalf of the board.
Martijn de Wever
Director
Fomtech Limited
Directors' responsibilities
For the year ended 31 August 2024
Statement of directors' responsibilities in relation to the financial statements
The Directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare the financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounts 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 group and company and of the profit or loss of the group or company for that period.
In preparing these financial statements, the Directors are required to:
• | select suitable accounting policies and then apply them consistently; |
• | make judgments and 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; and |
• | 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 accounting records which are sufficient to show and explain its transactions and are such as to disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements prepared by the Company comply with the requirements of 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.
The Directors are responsible for the maintenance and integrity of the corporate and financial information on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent Auditor's report to the members of Fomtech Limited
For the year ended 31 August 2024
Opinion
We have audited the financial statements of Fomtech Limited (the ‘parent company') and its subsidiaries (the ‘group') for the year ended 31 August 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, the company statement of financial position, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated cashflow statement 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 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 group's and of the parent company's affairs as at 31 August 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw your attention to the going concern paragraphs included in Note 2.1 of the notes to the financial statements on pages 20 and 21 and on page 5 of the strategic report which indicates that the required funding will be raised in multiple, smaller tranches within 12 months after signing the financial statements. Whilst the Directors are confident that these fundings will be obtained and that the business in this regard is a going concern, however lack of committed funds indicates that a material uncertainty exists that may cast significant doubt on the group's and parent company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Independent Auditor's report to the members of Fomteoh Limited
For the year ended 31 August 2024
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the 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. |
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' 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 set out on page 10, 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 group's and the parent 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 group or the parent 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 the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of noncompliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk 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 and to respond appropriately to fraud or suspected fraud identified during the audit.
Independent Auditor's report to the members of Fomtech Limited
For the year ended 31 August 2024
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:
• | obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework; |
• | inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; |
• | discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud and having obtained an understanding of the control environment. |
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from internal/external tax advisors.
The most significant laws and regulations that have an indirect impact in the financial statements are the rules and principles set by the Financial Conduct Authrity (FCA) as regulator for the financial services industry in the UK. We performed audit procedures to inquire of management whether the group is in compliance with these laws and regulations. We inspected compliance documentation and correspondence with the FCA as well as considering compliance with the conditions for authorisatoon and other regulatory obligations.
The group audit engagement team identified the risk of management override of controls and revenue as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business. For revenue testing, we have reviewed the various reveniue contracts and confirmed the point of revenue recognition is in accordance with accounting policies and standards.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Independent Auditor's report to the members of Fomtech Limited
For the year ended 31 August 2024
Use of our report
Senior Statutory Auditor
For and on behalf of
25 Farringdon Street
London EC4A 4AB
Date
Fomtech Limited
Consolidated statement of total comprehensive income
For the year ended 31 August 2024
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Turnover | 3. | ||
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Cost of sales |
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Gross loss |
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Administration expenses |
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Operating loss |
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Interest receivable and similar income |
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Interest payable and similar expenses |
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Loss before taxation |
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Taxation credit | 8. | ||
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Loss after taxation and for the financial year | 4. | ( | ( |
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Total comprehensive loss for the year |
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All amounts relate to continuing operations.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The loss after tax of the company for the year was £12,876,615 (2023: £12,423,629)
Fomtech Limited
Consolidated statement of financial position
For the year ended 31 August 2024
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Fixed assets |
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Tangible assets | 9. |
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Intangible assets | 10. |
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Current assets |
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Trade and other receivables falling due after one year | 12. |
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Trade and other receivables falling due within one year | 12. |
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Cash at bank |
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Current liabilities: amounts falling due within one year |
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Trade & other payables | 13. | ( |
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Net current assets |
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Total assets less current liablilities |
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Non current liabilities: amounts falling due after more than one year |
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Net assets |
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Capital and reserves |
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Called up share capital | 17. |
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Share premium account |
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Other reserves | 18. |
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Cumulative translation adjustment |
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Share Option Reserve |
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| 364,123 |
| 229,008 |
Retained earnings |
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Total equity |
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| 9,330,885 |
These financial statements have been approved by
Authorised signatory
Date
Fomtech Limited
Company statement of financial position For the year ended 31 August 2024
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Fixed assets |
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Tangible assets | 9. |
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Intangible assets | 10. |
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Investments in subsidiaries |
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Current assets |
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Trade and other receivables falling due after one year | 12. |
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Trade and other receivables falling due within one year | 12. |
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Cash at bank |
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Current liabilities: amounts falling due within one year |
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Trade & other payables | 13. | ( |
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Net current assets |
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Total assets less current liabilities |
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Non current liabilities: |
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amounts falling due after more than one year | 14. |
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Net assets |
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Capital and reserves |
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Called up share capital | 17. |
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Share premium account |
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Other reserves | 18. |
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Share Option Reserve |
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Retained earnings |
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Total equity |
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The financial statements on pages 14 to 19 were approved and authorised for issue on behalf of
Authorised signatory
Date
Fomtech Limited
Consolidated statement of changes in equity
For the year ended 31 August 2024
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| capital | account | reserves | Reserve | AOCI | account | equity |
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Total comprehensive loss for the year |
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Convertible loan notes |
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issued | - | - | ( | - | - | - | ( |
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Share capital issued and |
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fully paid | - | - | - | - | - | ||
|
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Share Based Option |
|
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Payments | - | - | - | - | - | ||
|
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Share premium on shares of |
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|
issued to subscribers (net |
|
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|
|
|
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|
issue costs) | - | - | - | - | - | ||
|
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At 31 August 2023 | - | - | ( | ||||
|
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|
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Total comprehensive loss for the year | - | - | - | - |
| ( | ( |
|
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|
|
|
|
|
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Conversion of loan notes | - | - | - | - |
| - | - |
|
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|
|
|
|
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Share capital issued and |
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|
|
|
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|
fully paid | - | - |
| - | |||
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Issue of Advanced |
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|
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Subscription Agreement |
|
|
|
|
|
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(net of issue costs) | - | - | - |
| - | ||
|
|
|
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|
|
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Share based option |
|
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|
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|
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payments | - | - | - |
| - | ||
|
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Cumulative translation |
|
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adjustment |
|
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| ( |
| ( |
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Share premium on shares |
|
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issued to subscribers (net of |
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|
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issue costs) | - | ( | - | - | - | - | ( |
|
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|
|
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At 31 August 2024 | ( | ( |
Fomtech Limited
Company statement of changes in equity
For the year ended 31 August 2024
| Called | Share |
| Share | Profit |
|
| up share | premium | Other | option | and loss | Total |
| capital | account | reserves | Reserve | account | equity |
| £ | £ | £ | £ | £ | £ |
|
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At | - | ( | ||||
|
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Total comprehensive loss for the |
|
|
|
|
|
|
year | - | - | - | - | ( | ( |
|
|
|
|
|
|
|
Convertible loan notes issued | - | - | ( | - | - | ( |
|
|
|
|
|
|
|
Share capital issued and fully paid | - | - | - | - | ||
|
|
|
|
|
|
|
Share Based Option Payments | - | - | - | - | ||
|
|
|
|
|
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|
Share premium on shares issued to |
|
|
|
|
|
|
subscribers (net of issue costs) | - | - | - | - | ||
|
|
|
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|
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|
At | - | 229,008 | ( | |||
|
|
|
|
|
|
|
Total comprehensive loss for the |
|
|
|
|
|
|
year | - | - | - | - | ( | ( |
|
|
|
|
|
|
|
Conversion of loan notes | - | - | - | - | - | - |
|
|
|
|
|
|
|
Share capital issued and fully paid | 1 | - | - | - | ||
|
|
|
|
|
|
|
Issue of Advanced Subscription |
|
|
|
|
|
|
Agreement (net of issue costs) | - | - | - | - | ||
|
|
|
|
|
|
|
Share based option payments | - | - | - | - | ||
|
|
|
|
|
|
|
Share premium on shares issued to |
|
|
|
|
|
|
subscribers (net of issue costs) | - | ( | - | - | - | ( |
|
|
|
|
|
|
|
At 31 August 2024 | ( |
The notes on pages 20 to 33 are an integral part of these financial statements.
Fomtech Limited
Consolidated statement of cash flows
For the year ended 31 August 2024
| 2024 | 2023 |
| £ | £ |
|
|
|
Cash flow from operating activities |
|
|
Loss for the financial year | (13,231,849) | (12,586,570) |
|
|
|
Adjustments for: |
|
|
Amortisation of intangible assets | ||
Depreciation of tangible assets | ||
Interest received | ( | ( |
Share Based Payment | ||
R&D tax credit receivable | - | ( |
Foreign Exchange | ( |
|
Increase in receivables | ( | |
Increase in payables | ||
|
|
|
Net cash (used) in / generated from operating activities | ( | ( |
|
|
|
Cash flows from investing activities |
|
|
Purchase of intangible assets | ( | ( |
Purchase of tangible assets | ( | ( |
Interest received | ||
|
|
|
Net cash used in investing activities | ( | ( |
|
|
|
Cash flows from financing activities |
|
|
Advance Subscription Agreement | - | |
Issue of share capital | ( | |
Interest payable | - | |
Net cash used in financing activities | ||
Net (decrease) / increase in cash and cash equivalents | ( | ( |
Cash and cash equivalents at the beginning of the year | ||
Cash and cash equivalents at the end of the year | 4,595,948 | 5,197,757 |
Components of cash and cash equivalents |
|
|
Cash | ||
|
|
|
| 4,595,912 | 5,197,757 |
The notes on pages 20 to 33 are an integral part of these financial statements.
Fomtech Limited
Notes to the financial statements
For the year ended 31 August 2024
1. General information
Fomtech Limited (the “Company”) and the wider Group’s primary purpose is to provide an infrastructure for private market participants to manage data and execute transactions.
The Company is a private company limited by shares and is domiciled and incorporated in England, company registration number 10343956. The address of its registered office address is at 9th Floor, 107 Cheapside, London, EC2V 6DN.
2. Accounting policies
The principal accounting policies applied to the preparation of these financial statements are set out below. Unless noted below, the policies have been consistently applied throughout the current period.
Compliance with accounting standards
Basis of preparation
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.1.
No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006. The group loss for the year was (£13,231,849) (2023: (£12,586,570)).
2.1 Critical accounting estimates and judgments in applying accounting policies
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following estimates and judgements have had the most significant effect on amounts recognised in the financial statements.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
2.1 Critical accounting estimates and judgments in applying accounting policies (cont)
Going concern basis of preparation
The directors have considered the financial position of the Company and the Group, as well as the Group's forecast for the 12 months from the date of signing these accounts and concluded it is appropriate to prepare the financial statements on a going concern basis. In making this determination, management have specifically considered the continued slowdown in early stage fundraising (for companies and venture capital firms) and the ongoing fundraising the Company is undertaking at the time of signing these accounts. The Directors have prepared business plans and cash flow forecasts for the next 12 months, reflecting the delivery of contracts signed to date and the continued scaling of commercial activity. The initial base case forecast was prepared on the basis:
• | modest revenue growth driven by contracts already in place and incremental growth in the client base in the US and UK; |
|
|
• | continued management of cost after the Company started taking measures to reduce its cost base (including headcount) during the financial year; and |
|
|
• | successful capital raising post year end. |
Based on these considerations and indications of ongoing support from minority shareholders, the Directors consider it appropriate to prepare the financial statements on a going concern basis. However, the uncertainty of timing and quantum of future fundraising indicates that a material uncertainty exists that may cast significant doubt on the Group's and Company's ability to continue as a going concern.
Capitalisation of development costs
Costs associated with the development of the Floww platform have been capitalised since 2023 (over a useful economic life of 5 years) where they will bring future economic benefits to the company. For this financial year, management undertook a review to understand the useful economic life of the Intangible Assets already capitalised. With the Company's revenues impacted by the downturn in early stage and venture capital funding generally, the business results have been slower than expected. Whilst Management expects a future economic benefit from the capitalised costs, it has taken a prudent approach and decided to reduce the useful economic life of the assets from 5 years to 4 years therefore accelerating amortisation.
Investments in subsidiary companies are held at cost less any accumulated impairment losses. During the year, no impairment losses were recognised in relation to investments in subsidiaries.
Impairment
Intangible assets are recorded at cost less accumulated impairment. Judgement is required to determine whether there are indicators of impairment of the company's intangible assets. Factors taken into consideration in reaching such a decision include the future performance of the asset and expected useful life.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
2.1 Critical accounting estimates and judgments in applying accounting policies (cont)
Equity-settled share-based payments
Equity-settled share-based payments are issued to certain employees. The fair value of these payments and the value expensed, is measured by use of the Black-Scholes option pricing model. There are certain assumptions made in the model when deriving the fair value including the current share price, the expected life of the contract, expected dividends, the risk-free interest rate and the expected volatility of the share price, as well as the effect of non transferability, exercise restrictions and behavioural considerations.
2.2 Basis of consolidation
The consolidated financial statements include the accounts of the company and its subsidiary undertakings; Floww Markets Limited, Floww Pool Limited, Floww Trust Company Limited, Floww Funds Management Limited and Floww Private Markets US Inc. (collectively the "group"), drawn up on 31 August 2024. All material intercompany transactions and balances have been eliminated in the group financial statements.
2.3 Income and expenses
Income and expenses are accounted for on an accruals basis.
2.4 Foreign exchange
I. Functional and presentational currency
The financial statements are presented in Sterling (GBP) as this is the primary currency of the economic environment in which the group operates.
II. Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income for the period.
2.5 Taxation
I. Current tax
Current tax is provided at amounts expected to be paid (or recovered) in respect of the taxable profit for the period using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. The Group of companies are subject to UK income tax at 19% other than Floww Trust Company Limited (Jersey) which is subject to 10% tax.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
2.5 Taxation (cont)
II. Deferred taxation
Deferred tax is provided in full, using the liability method, on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the date of the statement of financial position and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
2.6 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, bank overdrafts and prepaid business expense cards.
2.7 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sale taxes. The following criteria must also be met before revenue is recognised:
Rendering of Services
• | the amount of revenue can be measured reliably; |
• | it is probable that the company will receive the consideration due under the contract; |
• | the stage of completion of the transaction at the end of the reporting period can be measured reliably; and |
• | the costs incurred and the costs to complete the contract can be measured reliably |
Platform SaaS fees are charged monthly for access to use the platform and revenue is recognised in the respective period in line with the platform usage period.
Platform infrastructure and capital introduction fees are recognised on close of a completed fundraise.
2.8 Operating leases: the company as the lessee
Rentals paid under operating leases are charge to profit or loss on a straight line basis over the lease term.
2.9
Interest income is recognised in profit or loss using the effective interest method.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
2.10 Pensions
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.
2.11 Share based payments
Equity-settled share-based payments are issued to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share- based payments is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. The fair value is measured by use of the Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non- transferability, exercise restriction, and behavioural considerations.
2.12 Debtors
Short term debtors are measured at a 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.
2.13 Creditors
Short term creditors are measured at a transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transactions costs, and are measured subsquently at amortised cost using the effective interest method.
2.14
A contingent liability is disclosed when it is possible that economic benefits will flow from the entity, or when an outflow of economic benefits or service potential is probable but cannot be measured reliably.
Contingent assets are disclosed when an inflow of economic benefits is probable.
2.15 Financial instruments
The group has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.
I. Financial assets
Basic financial assets, including trade and other receivables and cash and bank balances are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
2.15 Financial instruments
I. Financial assets (continued)
Cash and cash equivalents comprise cash on hand and deposits held on call with banks. Cash equivalents are short term, high liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value with original maturities of three months or less.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Short term receivables are measured at transaction cost, less any impairment.
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.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
II. Financial liabilities
Trade and other payables are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are measured at transaction price.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
2.16 Share capital
Ordinary shares are classified as equity.
2.17 Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
2.17 Tangible fixed assets(cont)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.
Depreciation is provided on the following basis:
Long-term leasehold property | - | |
Fixtures and fittings | - | |
Office equipment | - |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
2.18 Intangible fixed assets
Research and development costs
2.19
3. Turnover
Turnover of the group includes hosting services and capital introduction services to fundraising companies. Turnover of the company relates to Floww Platform SAAS for use of the infrastructure by companies and intermediaries. Turnover is stated net of VAT.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
3. Turnover (continued)
Group | 2024 | 2023 |
| £ | £ |
|
|
|
Platform SAAS | ||
Platform infrastructure hosting services | ||
Capital introduction fees | ||
|
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| ||
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Company | 2024 | 2023 |
| £ | £ |
|
|
|
Platform SAAS | ||
Fund set-up | - | |
|
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|
|
4. Operating loss
Group | 2024 | 2023 |
This is arrived at after charging: | £ | £ |
|
|
|
Auditor's remuneration: |
|
|
|
|
|
- Fees payable to auditors for audit of the group and |
|
|
parent's annual financial statements | ||
|
|
|
- Fees payable to the auditors for the audit of subsidiaries | ||
|
|
|
- Fees payable to auditors for other audit related services |
|
|
provided to the group | ||
|
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|
Depreciation of property, plant and equipment | ||
|
|
|
Amortisation of intangible assets | ||
|
|
|
Operating lease expenses | ||
|
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|
Defined contribution pension cost | ||
|
|
|
Equity-settled share-based payments |
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
5. Employees
Staff costs consist of:
Group | 2024 | 2023 |
| £ | £ |
|
|
|
Wages and salaries | ||
Social security costs | ||
|
|
|
Cost of defined contribution pension |
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scheme | ||
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|
Employees of the company spend time in support of subsidiary companies. Employees costs below exclude the cost of employees recharged to subsidiary companies.
Company | 2024 | 2023 |
| £ | £ |
|
|
|
Wages and salaries | ||
Social security costs | ||
Cost of defined contribution pension |
|
|
scheme | ||
|
|
|
|
Staff costs of £3.8m (2023: £2.8M) were capitalised in development costs within intangible assets (note 10) in the year.
The average number of employees during the year was as follows:
Group | 2024 | 2023 |
| FTE | FTE |
|
|
|
Executive Team | ||
Technical Teams | ||
Sales & Marketing | ||
Business Support Teams | ||
|
|
|
Total FTE |
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
5. Employees (continued)
Company | 2024 | 2023 |
| FTE | FTE |
|
|
|
Executive Team | ||
Technical Teams | ||
Sales & Marketing | ||
Business Support Teams | ||
|
|
|
Total FTE |
6. Directors Remuneration
| 2024 | 2023 |
| £ | £ |
|
|
|
Remuneration for qualifying services | ||
|
|
|
Equity-settled share-based payments | - | - |
|
|
|
Company pension contributions to defined |
Executive directors are employed by the company and are remunerated for services to the group. Subsidiary companies are recharged for qualifying services on a time spent basis.
The number of directors for whom retirement benefit are accruing under defined contributon schemes amounted to
The number of directors who were awarded shares or share options during the year was 4 (2023 - nil).
The highest paid director received remuneration of £434,926 (2023: £350,229) and pension contributions of £21,649 (2023: £16,504).
7. Interest payable and similar expenses
| 2024 | 2023 |
| £ | £ |
|
|
|
Convertible loan note finance cost | - | |
| - |
Capital raised in February 2023 triggered the conversion of the loan note.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
8. Income tax income
| 2024 | 2023 |
| £ | £ |
|
|
|
Loss before taxation | ( | ( |
|
|
|
R&D tax credit based upon corporation tax rate |
|
|
of 19% |
The R&D tax credit receivable in 2023 relates to development expenditure incurred in 2022. A total of £275,928 was received in December 2023.
9. Tangible fixed assets
| Long-term | Fixtures | Office |
|
Group | leasehold property | and fittings | equipment | Total |
| £ | £ | £ | £ |
|
|
|
|
|
Cost |
|
|
|
|
At 1 September 2023 | ||||
Additions | ||||
Disposals | ( |
|
| ( |
|
|
|
|
|
At 31 August 2024 | ||||
|
|
|
|
|
Depreciation |
|
|
|
|
At 1 September 2023 | ||||
Charge for the year | ||||
Disposals | ( |
|
| ( |
|
|
|
|
|
At 31 August 2024 | ||||
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
At 31 August 2024 | ||||
At 31 August 2023 |
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
10. Intangible fixed assets
Group and Company | Development Costs | Total |
| £ | £ |
|
|
|
Cost |
|
|
|
|
|
At 1 September 2023 | ||
Additions | ||
|
|
|
At 31 August 2024 | ||
|
|
|
Amortisation |
|
|
At 1 September 2023 | ||
Charge for the year | ||
|
|
|
At 31 August 2024 | ||
|
|
|
Net book value |
|
|
At 31 August 2024 | ||
At 31 August 2023 |
Development costs are a combination of technical team staff and contractor costs and professional advice received in the construction of the Floww Platform.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
11. Fixed asset investments
| Unlisted Investments |
|
| Company | Group |
| £ | £ |
|
|
|
At 31 August 2023 | - | |
Additions | 1,824,260 | - |
At 31 August 2024 | - | |
|
|
|
Subsidiary undertakings in which the company's interest is 100% are as follows: |
|
|
|
|
|
900,001 |
| |
1 |
| |
100,000 |
| |
1,499,260 |
| |
25,000 |
|
The investment of £700,002 at 31 August 2023 represented:
I. | the company's capital interest equating to £600,001 in Floww Markets Limited, of 60,000,100 ordinary shares at £0.01 per share, a wholly owned entity domiciled in the UK and registered at 9th Floor, 107 Cheapside, London, EC2V 6DN, company number 14244727 |
II. | the company's capital interest of £1 at £0.01 per share, equating to 100% shareholding in Floww Pool Limited, an entity domiciled in the UK and registered at 2nd Floor, 4 Matthew Parker Street, London, England, SW1H 9NP, company number 14546891. |
III. | the company's capital interest of £100,000, representing 100% of issued share capital at £1 per share, in Floww Trust Company Limited. The entity is domiciled in Jersey, Channel Islands and registered at 28 Esplanade, St Helier, Jersey, JE2 3QA. |
During the year, the company made the following investments i) on 25 April 2024 an additional investment of share capital was made of £300,000 at £0.01 per share in Floww Markets Limited, representing 100% of issued share capital ii) On 5 September, the company incorporated a US subsidiary in Delaware US, registered at 251 Little Falls Drive, Wilmington, DE 19808 with an initial share capital of 100 ordinary shares at $1 each, resulting in share capital of $100. The Company subsequently injected an additional $1,894,799, which has been recorded as Additional Paid-In Capital. The total investment in the subsidiary amounts to $1,894,899. iii) on 17 November 2023 the company invested share capital of £25,000, representing 100% of issued share capital at £1 per share, in Floww Funds Management Limited. The entity is domiciled in Jersey, Channel Islands and registered at 28 Esplanade, St Helier, Jersey, JE2 3QA, company number 151519.
The aggregate of capital and reserves as at 31 August 2024 and the losses for the year ended on that date for the subsidiary undertakings were as follows:
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
11. Fixed asset investments(continued)
| Aggregate of capital and reserves | Operating Profit/(Loss) |
| £ | £ |
|
|
|
Fomtech Limited | 11,481,368 | (12,876,615) |
Floww Markets Limited | 685,976 | (54,886) |
Floww Trust Company Limited | 81,619 | (6,711) |
Floww Pool Limited | 6,217 | (2,912) |
Floww Private Markets US Inc. | 1,230,463 | (220,361) |
Floww Funds Management Limited | 45,365 | (70,365) |
12. Trade and other receivables
| Group | Company | ||
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
|
|
|
|
|
Due after more than one year: |
|
|
|
|
Other debtors | 322,549 | - | - | |
|
|
|
|
|
Due within one year: |
|
|
|
|
Trade receivables | 103,856 | - | - | |
Amounts owed by group undertakings | - | - | ||
Amounts owed by related undertaking | - | - | ||
Accrued Income | ||||
Prepayments | ||||
VAT recoverable | ||||
R&D tax credit receivable | - | - | ||
Other debtors | 29,329 | |||
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|
|
|
|
| ||||
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
13. Current liabilities: amounts falling due within one year
| Group | Company | ||
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
|
|
|
|
|
Trade Creditors | 1,098,999 | 768,687 | ||
Amounts owed to group undertakings | - |
|
| |
Accruals and deferred income | ||||
Other taxation and social security | ||||
Other creditors | ||||
|
|
|
|
|
| ||||
14. Current liabilities: amounts falling after more than one year
| 2024 | 2023 |
| £ | £ |
|
|
|
Other creditors | - | - |
15. Pension commitments
16. Commitments under operating leases
At 31 August 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
| 2024 | 2023 |
| £ | £ |
|
|
|
Not later than 1 year | ||
Later than 1 year and not later than 5 years | ||
|
|
|
|
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
17. Share capital
| 2024 | 2023 |
| £ | £ |
|
|
|
Authorised, called up and fully paid |
|
|
7,147,634 (2023: 7,139,425) Ordinary shares of £0.0001 each | 715 | 714 |
2,712,783 (2023: 2,172,783) Series B shares of £0.0001 each | 271 | 271 |
|
|
|
|
18. Other Reserves
| 2024 | 2023 |
| £ | £ |
|
|
|
Other Reserves | - |
In November 2023, the company entered into an Advance Subscription Agreement (ASA) with London Stock Exchange Group Holdings Limited, receiving £15 million in advance for the future issuance of Series B shares. This ASA converted in August 2023, conditional on FCA regulatory consent which remained pending at the year end. The £15m received net of costs were recognised under Other Reserves. FCA consent was received in October 2024 and 1,896,333 Series B shares were issued at £7.91 per share.
19. Share based payments
The company operates an equity-settled share-based remuneration scheme for certain employees. The vesting period for options issued before November 2021 is 5 years and for those issued after this date, the vesting period is 4 years. Options are exercisable on an employee leaving the company as a 'good leaver' or on a company exit event. All options have a 10 year life before expiry.
During the year the company introduced a salary sacrifice in lieu of options to employees. Options awarded to employees who took advantage of this scheme, vest immediately.
Additionally the company Founder was awarded options which were initially approved by shareholders on the first investment by the London Stock Exchange Group Holdings Limited, in February 2022. These options vested immediately.
The options outstanding at 31 August 2024 had a weighted average exercise price of £0.91 (2023: £1.87). Options granted, forfeited and cancelled in the year were in respect of employees joining and leavers of the company respectively.
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
19. Share based payments (continued)
| Weighted |
| Weighted |
|
| average exercise |
| average exercise |
|
| price 2024 £ | Number 2024 | price 2023 £ | Number 2023 |
|
|
|
|
|
Outstanding at the beginning of the year | ||||
Granted during the year | ||||
Forfeited during the year | ( | ( | ||
Exercised during the year | ( | ( | ||
Outstanding at the end of the year |
The total number of options outstanding at the end of the year is 1,197,044. Of these, 1,043,228 had vested (2023: 428,853), and are exercisable at the end of the year with a weighted average exercise price of £1.36 (2023: £1.59). Options in issue exercisable within the next year: 99,252 (2023: 122,285).
The Black-Scholes option pricing model was used to value the equity-settled share-based payment awards as it was considered that this approach would result in a materially accurate estimate of the fair value of options granted. The following information was used in this valuation.
Equity-settled | 2024 | 2023 |
|
|
|
Option pricing model used | Black-Scholes | Black-Scholes |
Weighted average share price | 0.27 | 5.13 |
Exercise price | 1.87 | 5.13 |
Weighted average contractual life (years) | 7 | 7 |
Expected volatility | 48.8% | 48.1% |
Expected dividend growth rate | 0.0% | 0.0% |
Risk-free interest rate | 4.1% | 3.3% |
Expected volatility is an annual volatility calculation based upon an analysis of comparable companies at each valuation date.
The share-based remuneration expense comprises: | 2024 | 2023 |
| £ | £ |
|
|
|
Equity-settled schemes | 135,115 | 229,008 |
Share based payment charge recognised in the year of £135k (2023: £229k). The charge in the prior year takes account of share options issued in earlier periods but charged in the prior year in accordance with the Group's accounting policy. The Group did not enter into any share-based payment transactions with parties other than employees during the current period (2023: nil).
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
20. Description of reserves
The following describe the nature and purpose of each reserve within:
Reserve | Description |
|
|
Called up share capital | Amount subscribed for share capital at nominal value |
|
|
Share premium account | Includes the premium on issue of equity shares, net of any issue costs. |
|
|
Other reserves | Advanced Subscription Agreement for future issuance of shares, net of any costs |
|
|
Share Option Reserve | Cumulative charge for the grant of employee EMI share options. |
|
|
Retained earnings | Cumulative net gains and losses recognised in the income statement from current and prior periods. |
21. Related party transactions
The following transactions and balances are considered to be with related parties:
Company | 2024 | 2023 |
| £ | £ |
|
|
|
|
| |
Other Income - employee support charges and Floww platform services receivable | ||
Intercompany loan receivable | - | 1 |
|
|
|
|
| |
Share Premium - Floww Platform fundraising costs | - | |
|
|
|
|
| |
Share Capital | - | - |
Intercompany loan receivable |
| |
|
|
|
|
| |
Intercompany loan payable | - | |
|
|
|
Floww Private Markets US Inc. - Subsidiary |
|
|
Share Capital & Premium | - | - |
Transactions with key personnel of the company consisted of remuneration only and is disclosed in note 6.
Non Group Company - Related partnership of which a director is a member |
|
|
Revenue for services | 42,000 | 42,000 |
Receivables balance at year end | - | 4,200 |
Fomtech Limited
Notes to the financial statements (continued)
For the year ended 31 August 2024
22. Parent undertaking and ultimate controlling party
23. Post balance sheet events
In September 2024, the company used its own platform to raise share capital of £7.18 plus share premium of £567,812.17 for a total of 71,785 ordinary shares. In October 2024, the £15m Advance Subscription Agreement (ASA) with London Stock Exchange Group Holdings Limited, was approved by the FCA and 1,896,333 Series B shares were issued at £7.91 per share. An additional £1,488,188.86 has been committed in April 2025, with completion in progress at the time of signing these accounts.