Company Registration No. 08528880 (England and Wales)
FLAGSTONE GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FLAGSTONE GROUP LTD
COMPANY INFORMATION
Directors
A Thatcher
S P Merchant
M J A Williams
K Mitchell
(Appointed 23 October 2024)
T Moriuchi
(Appointed 23 October 2024)
Company number
08528880
Registered office
1st Floor
Clareville House
26-27 Oxendon Street
London
SW1Y 4EL
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
FLAGSTONE GROUP LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
FLAGSTONE GROUP LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

The group operates an online cash deposit platform providing individuals, their wealth managers, corporates and charities with access to a wide range of savings and deposit accounts from a panel of banks and building societies.

The company is authorised by the Financial Conduct Authority (reference number 605504) under the Payment Services Regulations 2017 for the provision of payment services.

The Company’s subsidiary, Flagstone International Limited, is established in Jersey with company number 138017 and is regulated by the Jersey Financial Services Commission to carry out trust company business and investment business.

Results and Performance

The results of the group for the year ended 31 December 2024 show an operating profit of £4.7m (31 Dec 2023: £3.8m). The shareholders' funds of the group were £31.9m (31 Dec 2023: £15.4m).

In March 2024, the company agreed to an equity investment from Estancia Capital Partners, amounting to £108m of primary and secondary investments. Under the terms of the deal, Estancia holds a minority stake in the Flagstone business.

 

Business environment

Cash deposit platforms are relatively new globally, and in the UK, but the market is competitive. The addressable market presents significant opportunities. We expect high competition as existing participants seek growth, either organically or through consolidation.

 

Strategy

The Group's success relies on offering market-leading cash deposit products through innovative technology and an extensive distribution network. We continue to invest in our systems to enhance customer experience, platform resilience, and scalability. Our commercial team has built a leading panel of banking partners and a broad distribution network in the UK. Focusing on these elements ensures we maintain our competitive edge.

Our people are crucial to our strategic objectives, so we invest significantly in creating an excellent employee culture and working environment.

Principal Risks and Uncertainties

Risk management is integral to our operations, guided by the Risk Management Framework approved annually by the Risk Committee. Compliance with regulations, legal, and ethical standards is a priority, with the compliance and risk teams playing a key oversight role. The Risk Committee ensures a proper internal control framework exists to manage financial risks effectively.

Cash reconciliations and customer payments are key operational risks. The Group has developed robust procedures and controls to mitigate these risks, monitored and reviewed regularly by senior management.

The Group also faces potential financial, reputational, and regulatory risks from data security breaches. Protecting customer data is paramount, and management has implemented strong defenses, reviewed and monitored regularly. The business also maintains insurance for this risk, reviewed annually.

 

Interest rates are a significant uncertainty for the Group. The demand for our services is linked to market interest rates. Management regularly reviews the interest rate market and incorporates this into business planning.

 

 

FLAGSTONE GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

We have made significant progress throughout the year in relation to key elements of our strategy. The Board monitors the progress of the group by reference to the following KPIs:

Year ended
Year ended
31 Dec 2024
31 Dec 2023
Gross profit
£49.9m
£34.4m
Operating income
£4.7m
£3.8m
Cash at bank and in hand
£30.3m
£12.6m
Total equity
£31.9m
£15.4m

On behalf of the board

S P Merchant
Director
11 August 2025
FLAGSTONE GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 8.

 

No ordinary or preference dividends were paid. The directors do not recommend payment of a further dividend.

 

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A Thatcher
S P Merchant
M J A Williams
K Mitchell
(Appointed 23 October 2024)
T Moriuchi
(Appointed 23 October 2024)
A L Glypti
(Resigned 3 June 2024)
Post reporting date events

Post year-end to 24/07/2025, the company issued 4,008 Ordinary B shares at a nominal value of 1p each. The shares were issued at a total consideration of £40.08. Post year-end to 24/07/2025, the company changed 3,338 Ordinary B shares into the same amount of Deferred shares at a nominal value of 1p each, further detail is included in note 22.

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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
S P Merchant
Director
11 August 2025
FLAGSTONE GROUP LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

FLAGSTONE GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FLAGSTONE GROUP LTD
- 5 -
Opinion

We have audited the financial statements of Flagstone Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

FLAGSTONE GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLAGSTONE GROUP LTD
- 6 -
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 its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 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.

 

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:

 

As part of our planning process:

 

FLAGSTONE GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FLAGSTONE GROUP LTD
- 7 -

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 key procedures we undertook to detect irregularities including fraud during the course of the audit included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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.

Gilles Siow (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
11 August 2025
FLAGSTONE GROUP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
55,298,973
37,307,911
Cost of sales
(5,435,020)
(2,957,898)
Gross profit
49,863,953
34,350,013
Administrative expenses
(45,204,366)
(30,589,029)
Operating profit
4
4,659,587
3,760,984
Interest receivable and similar income
8
926,219
561,590
Interest payable and similar expenses
9
(256,510)
(324,682)
Profit before taxation
5,329,296
3,997,892
Tax on profit
10
(2,924,111)
4,301,134
Profit for the financial year
2,405,185
8,299,026
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
FLAGSTONE GROUP LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
537,690
441,508
Current assets
Debtors
14
15,304,786
11,356,669
Cash at bank and in hand
30,309,993
12,586,177
45,614,779
23,942,846
Creditors: amounts falling due within one year
15
(13,849,471)
(7,605,565)
Net current assets
31,765,308
16,337,281
Total assets less current liabilities
32,302,998
16,778,789
Creditors: amounts falling due after more than one year
16
(380,103)
(1,400,722)
Net assets
31,922,895
15,378,067
Capital and reserves
Called up share capital
21
2,802
2,609
Share premium account
53,571,346
40,072,712
Employee incentive reserve
640,816
-
0
Profit and loss reserves
(22,292,069)
(24,697,254)
Total equity
31,922,895
15,378,067
The financial statements were approved by the board of directors and authorised for issue on 11 August 2025 and are signed on its behalf by:
S P Merchant
Director
FLAGSTONE GROUP LTD
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
537,690
441,508
Investments
13
4,554,017
3,209,000
5,091,707
3,650,508
Current assets
Debtors
14
15,314,391
11,284,949
Cash at bank and in hand
29,047,605
11,617,735
44,361,996
22,902,684
Creditors: amounts falling due within one year
15
(13,566,451)
(7,482,818)
Net current assets
30,795,545
15,419,866
Total assets less current liabilities
35,887,252
19,070,374
Creditors: amounts falling due after more than one year
16
(380,103)
(1,400,722)
Net assets
35,507,149
17,669,652
Capital and reserves
Called up share capital
21
2,802
2,609
Share premium account
53,571,346
40,072,712
Employee incentive reserve
640,816
-
0
Profit and loss reserves
(18,707,815)
(22,405,669)
Total equity
35,507,149
17,669,652

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,697,854 (2023 - £10,142,755 profit).

The financial statements were approved by the board of directors and authorised for issue on 11 August 2025 and are signed on its behalf by:
S P Merchant
Director
Company Registration No. 08528880
FLAGSTONE GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Employee incentive reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,475
40,072,712
-
(32,996,280)
7,078,907
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
8,299,026
8,299,026
Issue of share capital
21
134
-
0
-
-
134
Balance at 31 December 2023
2,609
40,072,712
-
(24,697,254)
15,378,067
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
2,405,185
2,405,185
Issue of share capital
21
193
13,498,634
-
-
13,498,827
Employee incentive non cash charge
20
-
-
640,816
-
640,816
Balance at 31 December 2024
2,802
53,571,346
640,816
(22,292,069)
31,922,895
FLAGSTONE GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Employee incentive reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,475
40,072,712
-
0
(32,548,424)
7,526,763
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
10,142,755
10,142,755
Issue of share capital
21
134
-
0
-
-
134
Balance at 31 December 2023
2,609
40,072,712
-
0
(22,405,669)
17,669,652
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
3,697,854
3,697,854
Issue of share capital
21
193
13,498,634
-
-
13,498,827
Employee incentive non cash charge
20
-
-
640,816
-
640,816
Balance at 31 December 2024
2,802
53,571,346
640,816
(18,707,815)
35,507,149
FLAGSTONE GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
4,860,294
3,237,452
Interest paid
(256,510)
(324,682)
Income taxes paid
(95,090)
-
Net cash inflow from operating activities
4,508,694
2,912,770
Investing activities
Purchase of tangible fixed assets
(76,166)
(146,374)
Interest received
926,219
561,590
Net cash generated from investing activities
850,053
415,216
Financing activities
Proceeds from issue of shares
13,498,827
134
Repayment of borrowings
(966,066)
(690,428)
Payment of finance leases obligations
(167,692)
(179,360)
Net cash generated from/(used in) financing activities
12,365,069
(869,654)
Net increase in cash and cash equivalents
17,723,816
2,458,332
Cash and cash equivalents at beginning of year
12,586,177
10,127,845
Cash and cash equivalents at end of year
30,309,993
12,586,177
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Flagstone Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, Clareville House, 26-27 Oxendon Street, London, SW1Y 4EL.

 

The group consists of Flagstone Group Ltd and all of its subsidiaries.

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.

The 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 for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Flagstone Group Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

A copy of the consolidated financial statements may be obtained from the parent, Flagstone Group Limited, 1st Floor Clareville House 27, Oxendon Street, London, England, SW1Y 4EL.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

 

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern

The group made a profit after tax in the year to 31 December 2024 of £2.4m. Post year-end the group has continued to experience significant growth and remains profitable. Additionally, management believes the group will continue to experience healthy increases in both revenue and customer base.

 

The directors are confident with the company’s and group's strong cash position and the positive outlook for continued growth. The company and group will continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover comprises of interest and fees receivable from the operation of the group's savings platform. It is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business and is shown net of sales related taxes.

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.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the length of the lease
Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.9
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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 group after deducting all of its liabilities.

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.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the group 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 group.

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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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
Employee incentive non cash charge

Equity-settled employee incentive non cash charges are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

When the terms and conditions of equity-settled employee incentive non cash charge at the time they were granted are subsequently modified, the fair value of the employee incentive non cash charge under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original employee incentive. The employee incentive non cash expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 leased asset are consumed.

1.16
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.

1.17

Client funds

The group operates an asset protection and reconciliations policy for client funds to minimise the risk of loss to client

funds in the event of fraud, misuse, negligence, poor administration and insolvency. As such, the client funds are held and transacted in segregated bank accounts and are kept separate from the group's own monies. These segregated client accounts are held under bare trust arrangements on behalf of the group's depositors and accordingly the client funds are not reported in these financial statements.

 

1.18

VAT

VAT liability comprises of both the irrecoverable VAT that is generated through reverse charge VAT accounting when making purchases from non UK suppliers and the corresponding output VAT recognised. Expenditure is shown gross of VAT to take into account of the irrecoverable VAT.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements
Impairment of subsidiary

Management uses judgement to determine if the investment in and loans to the subsidiary of the group are impaired. The valuation in the investment of subsidiary has increased in the year and is based on a fair market revenue multiple. The subsidiary was set up at the end of 2021 and the directors are not aware of any indication that the trading performance of the subsidiary will not be profitable in the future having taken into account factors such as their growth plans for the subsidiary, timing of expected net cash inflows, regulatory environment and availability of parent company support. Management have used key assumptions in their calculation to determine the investments recoverable amount as at the year end and post year end, specifically focusing on a valuation based on a fair market revenue multiple. The basis for this multiple was considered in detail by management and considered to be a prudent estimate of current market multiples. Furthermore the directors have provided a business plan taking into account the market and performance so far, as well as the forecasted performance. Management do not believe that the carrying value of the investment in the subsidiary is impaired.

Deferred tax asset

A deferred tax asset is recognised when it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Recognition, therefore involves judgement regarding the prudent forecasting of future taxable profits of the business and in applying an appropriate risk adjustment factor.

 

Based on future forecasts and post year end results, it has been concluded that a deferred tax asset should be recognised for the carry forward of unused tax losses and unused tax credits totalling approximately £9.3m (2023: £17.6m).

Key sources of estimation uncertainty
Employee incentive scheme

The group has two employee incentive schemes; share options and growth shares. The group measures the cost of the employee incentive non cash charge on the basis of the fair value of the share options and growth shares at grant date. In determining the fair value, the group chooses the most suitable valuation pricing model for the equity instruments, including relevant judgements about certain inputs into the model such as the discount for lack of marketability and the historical volatility of the group's share price. The fair value of the share options and growth shares is recognised over the vesting period of the share options and growth shares. Both employee incentive plans fully vest upon an exit event and in accordance with the vesting table. Accordingly, the directors make an estimate annually of the date when it is considered more probable than not that an exit event will occur.

 

 

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Rendering of services
55,298,973
37,307,911
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 20 -
2024
2023
£
£
Other significant revenue
Interest income
926,219
561,590
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
53,392,096
37,004,708
Jersey
1,906,877
303,203
55,298,973
37,307,911
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(2,060)
3,915
Depreciation of owned tangible fixed assets
317,692
284,488
Costs of raising equity capital
4,122,147
-
Equity incentive non cash charge
640,816
-
Operating lease charges
1,097,549
1,017,446
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales
66
43
62
38
Operations
119
121
117
117
Admin
73
71
71
67
Total
258
235
250
222
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
22,272,380
16,905,039
20,479,407
15,565,468
Social security costs
2,465,151
1,957,497
2,332,593
1,826,303
Pension costs
832,302
631,267
755,107
577,576
Employee incentive non cash charge
640,816
-
640,816
-
26,210,649
19,493,803
24,207,923
17,969,347
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
431,219
420,883
Company pension contributions to defined contribution schemes
12,127
21,620
443,346
442,503
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
216,268
210,500
Company pension contributions to defined contribution schemes
8,560
13,200

The number of directors who exercised share options during the year was 0 (2023 - 0).

7
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
76,100
69,500
For other services
All other non-audit services
5,686
5,752
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
926,219
561,590
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
178,063
238,988
Other interest
78,447
85,694
Total finance costs
256,510
324,682
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
855,132
95,090
Deferred tax
Origination and reversal of timing differences
2,068,979
(4,396,224)
Total tax charge/(credit)
2,924,111
(4,301,134)

From 1 April 2023 the main rate of UK corporation tax increased to 25%, previously 19%.

 

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
5,329,296
3,997,892
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,332,324
940,304
Tax effect of expenses that are not deductible in determining taxable profit
1,247,147
30,293
Permanent capital allowances in excess of depreciation
-
0
(676)
Deferred tax adjustments in respect of prior years
-
0
82,306
Movement in unrecognised deferred tax asset
323,167
(5,353,361)
Fixed asset differences
21,473
-
0
Taxation charge/(credit)
2,924,111
(4,301,134)
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 23 -

The company has estimated unused tax losses of £9.3m (2023: £17.6m) available to carry forward against future taxable profits, resulting in a net deferred tax asset (at 25%) of £2,327,245 (2023: £4,396,224).

 

The subsidiary is registered in Jersey, which operates a three-tier corporate tax system. The subsidiary's losses are subject to the 0% rate and the 10% rate. The subsidiary has estimated net unused tax losses of £3.6m (2023: £2.3m) available to carry forward against future taxable profits. 0% losses totalling £2,401,073 and 10% losses totalling £1,183,182. Potential deferred tax asset (at 10%) of £118k (2023: £nil) has not been recognised within the financial statements as there is uncertainty over its recoverability.

11
Tangible fixed assets
Group
Leasehold improvements
Computers
Total
£
£
£
Cost
At 1 January 2024
402,196
1,294,827
1,697,023
Additions
7,320
406,554
413,874
At 31 December 2024
409,516
1,701,381
2,110,897
Depreciation and impairment
At 1 January 2024
400,493
855,022
1,255,515
Depreciation charged in the year
3,151
314,541
317,692
At 31 December 2024
403,644
1,169,563
1,573,207
Carrying amount
At 31 December 2024
5,872
531,818
537,690
At 31 December 2023
1,703
439,805
441,508
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Tangible fixed assets
(Continued)
- 24 -
Company
Leasehold improvements
Computers
Total
£
£
£
Cost
At 1 January 2024
402,196
1,294,827
1,697,023
Additions
7,320
406,554
413,874
At 31 December 2024
409,516
1,701,381
2,110,897
Depreciation and impairment
At 1 January 2024
400,493
855,022
1,255,515
Depreciation charged in the year
3,151
314,541
317,692
At 31 December 2024
403,644
1,169,563
1,573,207
Carrying amount
At 31 December 2024
5,872
531,818
537,690
At 31 December 2023
1,703
439,805
441,508

The carrying amount of assets held under finance leases included in leasehold improvements was £nil at the year end (2023: £1,703). Depreciation charged in respect of assets held under finance leases included in leasehold improvements was £1,703 (2023: £43,379).

 

The carrying amount of assets held under finance leases included within Computers was £464,309 at the year end (2023: £346,312). Depreciation charged in respect of assets held under finance leases included in equipment was £314,541 (2023: £187,894).

12
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Flagstone International Limited
Forum 4, Greenville Street, St. Helier, JE2 4UF
Ordinary
100.00
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
4,554,017
3,209,000
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 January 2024
3,209,000
Additions
1,345,017
At 31 December 2024
4,554,017
Carrying amount
At 31 December 2024
4,554,017
At 31 December 2023
3,209,000
14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
545,824
120,243
545,824
120,243
Amounts owed by group undertakings
-
-
120,759
15,761
Other debtors
352,059
166,298
346,421
162,311
Prepayments and accrued income
12,079,658
6,673,904
11,974,142
6,590,410
12,977,541
6,960,445
12,987,146
6,888,725
Deferred tax asset (note 19)
-
0
3,260,000
-
0
3,260,000
12,977,541
10,220,445
12,987,146
10,148,725
Amounts falling due after more than one year:
Deferred tax asset (note 19)
2,327,245
1,136,224
2,327,245
1,136,224
Total debtors
15,304,786
11,356,669
15,314,391
11,284,949
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
18
330,417
201,727
330,417
201,727
Other borrowings
17
1,061,944
966,065
1,061,944
966,065
Trade creditors
860,006
1,058,606
858,560
1,030,482
Corporation tax payable
855,132
95,090
855,133
95,090
Other taxation and social security
211,132
167,838
211,132
167,838
Other creditors
377,584
99,629
160,178
25,237
Accruals and deferred income
10,153,256
5,016,610
10,089,087
4,996,379
13,849,471
7,605,565
13,566,451
7,482,818
16
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
18
193,885
152,559
193,885
152,559
Other borrowings
17
186,218
1,248,163
186,218
1,248,163
380,103
1,400,722
380,103
1,400,722
17
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
1,248,162
2,214,228
1,248,162
2,214,228
Payable within one year
1,061,944
966,065
1,061,944
966,065
Payable after one year
186,218
1,248,163
186,218
1,248,163

The long-term loans are secured by fixed and floating charges over the assets of the group.

The loan is incurring interest at a rate of 9.5% per annum. Capital and interest payments were paid monthly in 2024 and will recur until March 2026.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
18
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
330,417
202,714
330,417
202,714
In two to five years
193,885
152,935
193,885
152,935
524,302
355,649
524,302
355,649
Less: future finance charges
-
0
(1,363)
-
0
(1,363)
524,302
354,286
524,302
354,286

Finance lease payments represent rentals payable by the company for certain items of equipment and all leasehold improvements. The average lease term is 30 to 36 months. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2024
2023
Group
£
£
Tax losses
2,327,245
4,396,224
Assets
Assets
2024
2023
Company
£
£
Tax losses
2,327,245
4,396,224
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(4,396,224)
(4,396,224)
Charge to profit or loss
2,068,979
2,068,979
Asset at 31 December 2024
(2,327,245)
(2,327,245)

The deferred tax asset set out above is expected to reverse within 2-3 years and relates to the utilisation of tax losses against future expected profits of the same period.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
20
Employee incentives
Group and company
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
9,124
9,824
340.00
353.76
Forfeited
(531)
(700)
298.00
491.20
Outstanding at 31 December 2024
8,593
9,124
336.00
339.57
Exercisable at 31 December 2024
6,649
6,423
168.81
314.57

The company last issued EMI and unapproved share options to eligible employees in December 2020. The options fully vest upon an exit event estimated to be 9 years from grant date of the first tranche of options issued in February 2019, and in accordance with the following vesting table: 40% upon the second anniversary of the grant date, and an additional 20% on the third, fourth and fifth anniversary. The options have a contractual life of 10 years.

 

The options outstanding at 31 December 2024 had an exercise price ranging from 139.85 to 522.42, and a remaining contractual life of between 6 and 9 years.

 

During the year to 31 December 2024, 8,242 B Ordinary shares of 1p each were issued for an aggregate consideration of £82.42. These B Ordinary shares are growth shares and are classified as an employee incentive non cash charge. The shares fully vest upon an exit event estimated to be 5.2 years from grant date of the first tranche of shares issued.

 

An employee incentive non cash charge of £640,816 (2023: £nil) was recognised in the period in relation to the share options and growth shares.

The fair value of the employee incentives is expensed over the vesting period and is estimated at using a Black-Scholes model. The model takes into account several inputs such as the share price at date of grant, dilution which adjusts the price of the shares for the potential future exercise of outstanding options, and the exercise price. Additionally management has considered the following variable assumptions which are also inherent in the use of the model:

1. The fair value at grant of the options/shares is stated after applying a 40% discount to reflect the low marketability/restriction on transferability of the share incentives.
2. The time to expiry is estimated at 4 years.
3. Volatility is based on the standard deviation of the logarithm of Flagstone's undiluted equity value over time, estimated to be 19%.
4. The risk free rate used at date of grant ranges from 0.21% to 5.20% and is based on 5 to 10 year gilts.
21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 1p each
138,986
204,829
1,390
2,048
Ordinary B Shares of 1p each
35,388
30,485
353
305
Deferred Shares of 1p each
6,049
2,710
60
27
180,423
238,024
1,803
2,380
FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Share capital
(Continued)
- 29 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares A1 of 1p each
15,579
22,959
155
229
Preference shares A2 of 1p each
84,416
-
844
-
99,995
22,959
999
229
Preference shares classified as equity
999
229
Total equity share capital
2,802
2,609

The Ordinary A shares have full voting, dividend and capital distribution (including winding up) rights. They do not confer any rights of redemption.

 

The Preferred A1 and A2 shares have the right to vote at all general meetings and vote on any written resolutions of the company.

 

Upon a distribution of assets/liquidation/return of capital (other than conversion/redemption), the surplus assets of the company after liabilities are paid, will be distributed first to the Preferred A Shareholders, in priority to any other classes of shares, up to an amount per share held equal to the Preference Amount.

 

The Preference Amount means a price per Preferred A1 and A2 Share equal to the higher of (i) the amount paid up or credited as paid up (including premium) for such Preferred A1 and A2 Share and (ii) such Preferred A1 and A2 Share’s pro-rata share of all amounts available for distribution as though such amount were to be shared between all Shareholders pro-rata to the number of Shares held by them.

 

The balance of the surplus assets shall be distributed among the holders of Ordinary A Shares pro rata to the number of Ordinary A Shares held.

 

In 2024, 4,903 B Ordinary shares of 1p each were issued for an aggregate consideration of £49.03.

 

These B Ordinary shares are growth shares issued to employees, where shareholders are entitled to proceeds upon an exit event. These are reflected in the equity incentive non cash charge.

 

During the year, the company redesignated 3,339 (2023: 1,311) Ordinary B shares to 3,339 (2023: 1,311) deferred shares at 1p each. These deferred shares hold no rights to dividends, no rights to assets more than £1 as a class and no voting rights.

 

In November 2024 11,193 Preferred A2 1p Shares were issued for an aggregate consideration of £13,498,758. The consideration in excess of the nominal value of the shares is recognised in the Share Premium account.

 

In 2024, the company redesignated the class of 658 Ordinary A shares and 74 Preferred A1 shares to 732 Preferred A2 shares.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
626,496
337,344
626,496
337,344
Between two and five years
52,208
-
52,208
-
678,704
337,344
678,704
337,344
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
832,302
631,267

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Related party transactions

Company

During the year, administrative expenses of £1,450,015 (2023: £1,531,640) were recharged to its subsidiary. At the year end the company is owed £120,759 (2023: £15,761) by its subsidiary.

 

The additional investment to the subsidiary during the year was in the way of £1,345,017 capital contributions.

FLAGSTONE GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
25
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
2,405,185
8,299,026
Adjustments for:
Taxation charged/(credited)
2,924,111
(4,301,134)
Finance costs
256,510
324,682
Investment income
(926,219)
(561,590)
Depreciation and impairment of tangible fixed assets
317,692
284,488
Equity incentive non cash charge
640,816
-
Movements in working capital:
Increase in debtors
(6,017,096)
(3,880,791)
Increase in creditors
5,259,295
3,072,771
Cash generated from operations
4,860,294
3,237,452
26
Analysis of changes in net funds - group
1 January 2024
Cash flows
New finance leases
31 December 2024
£
£
£
£
Cash at bank and in hand
12,586,177
17,723,816
-
30,309,993
12,586,177
17,723,816
-
30,309,993
Borrowings excluding overdrafts
(2,214,228)
966,066
-
(1,248,162)
Obligations under finance leases
(354,286)
167,692
(337,708)
(524,302)
10,017,663
18,857,574
(337,708)
28,537,529
27
Post Balance sheet events

Post year-end to 24/07/2025, the company issued 4,008 Ordinary B shares at a nominal value of 1p each. The shares were issued at a total consideration of £40.08.

 

Post year end to 24/07/2025, the company redesignated the share class of 3,338 Ordinary B shares into 3,338 Deferred shares at a nominal value of 1p each.

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