The directors present the strategic report for the year ended 31 December 2023.
The business of the Glint Pay Ltd group of companies continued unchanged throughout the year under review. Glint Pay Ltd (the "Company") is a 100% parent of Glint Pay UK Ltd (GPUK), Glint Pay Services Ltd (GPS), Glint Pay Aps and Glint Pay Inc., together referred to as the Group/Glint in this report. The Company’s main purpose is to hold investment in the subsidiary companies.
The group made a loss for the year of £5,000,324 (2022: £7,796,903) and at the year-end has net current liabilities of £1,518,741 (2022: £278,981 net current assets) and net assets of £1,299,378 (2022: £603,805).
The principal activity of the Company and the Group is the development and operation of Glint, a proprietary, high-performance platform providing scalable, currency-agnostic savings and payment services. Glint delivers a secure, global, gold-based financial ecosystem, enabling account holders to buy, save, sell, send, and spend real, allocated gold and major currencies (currently USD, GBP, EUR) in real-time via the Glint app and Glint Mastercard®.
Physical gold bullion is securely stored as allocated gold at Brinks vaults, insured by Lloyd’s of London, and can be converted to e-money in multiple currencies or spent directly at real-time exchange rates in over 190 countries. The platform also supports peer-to-peer transfers, including gold, and the buying, storing, and selling of allocated silver.
Glint accounts are available in 137 countries, operated in the UK by Glint Pay Services Ltd. The Glint Mastercard Debit Card is issued in the UK by Glint, and in the USA by Sutton Bank, Member FDIC, under licence from Mastercard International.
As is typical with early growth-stage FinTech companies, Glint continues to rely on equity funding. As of the balance sheet date, Glint has raised c£37m to fund the development and rollout of its first-of-a-kind global gold payments platform. During 2024 and 2025 to date, Glint has raised a further c.£6m.
Principal risks and uncertainties
Business risk
The directors consider the group’s principal business risk to be failing to generate sufficient funding required to grow the Business to profitability.
Operational risk
The company’s operations are overseen by management with decades of digital technology and financial markets experience, specifically in running payments, foreign exchange, and gold transactions. The risks to the company in client transactions are minimised by its proprietary Glint Payments Execution System (PES). This, combined with transaction monitoring, ensures accurate completion of all transactions on a 24 hour basis including weekends. In the event of a system failure, the Payments team immediately puts into effect telephone dealing to complete transactions. In relation to infrastructure risks, the Technology team is in place to immediately rectify any system faults.
The operational risks of the regulated subsidiary Glint Pay Services Ltd are underpinned by the Electronic Money Regulations ongoing capital (own funds) requirements. The FCA have also stipulated that, for the protection of client funds, this subsidiary maintains both solvent and insolvent wind-up plans.
Card Liquidity risk
To ensure timely execution of client transactions and that client transactions do not fail for reasons of liquidity shortage, the company maintains an appropriate level of liquidity float with Mastercard at all times in the relevant currencies. The company does not foresee that there might be a sudden surge in demand within 24 hours to render the float inadequate; however it maintains at all times a line of credit to avoid such emergencies.
Foreign Exchange risk
The company actively manages its Treasury to ensure that there are at all times available liquidity in Pounds Sterling, US Dollars, and Euros appropriate, to minimise risks to the company from market fluctuations in foreign exchange. The company reports in Pounds Sterling. Revenues earned in other currencies are translated into Sterling at the prevailing exchange rate.
Gold bullion execution and settlement risk
The company is not exposed to execution and settlement risk for client transactions in physical gold bullion per se. Gold transactions are at best available wholesale market rates and must be prefunded by the client, Glint does not operate on margin. The gold liquidity provider, an LBMA full member, makes available at all times a float of a physical gold bar within an ombudsman account in the Brinks vault specifically for Glint client transactions. Therefore, the logistics of Clients’ purchases and sales of gold take place within the vault. All purchases and sales are at the liquidity providers’ real-time market quote feed through the Glint PES for 24-hour settlement. Client transactions in gold bullion are by definition outside the banking sector.
Market risk
The company has limited treasury risk exposure. However, it could be exposed to risk in times of unusual extreme fluctuations in foreign exchange markets or the physical gold bullion spot market. Most of these risks are mitigated as described above. The company does not deploy nor have positions in derivative instruments.
Counterparty risk
The company is exposed to failures of its counterparties in foreign exchange and gold bullion. To mitigate the risk of banking counterparty failure, the company maintains its own funds in two separate banks, one of which is short-term A rated or equivalent. Funds from clients resident in the UK, SEPA region and other countries excluding the USA are held in segregated and safeguarded accounts at Lloyds Bank PLC, and are separate from the bank’s capital and from Glint’s own corporate accounts. US client funds are held in segregated accounts at Sutton Bank, separate from Glint’s own corporate accounts, where they are protected up to $250,000 with Federal Deposit Insurance Corporation (FDIC) insurance.
| 2023 | 2022 |
Gross Revenue | £124,809,417 | £83,053,818 |
Gold on Platform | $153,039,840 | $106,026,056 |
Fee Income | £2,036,165 | £1,144,831 |
Operating Loss | £4,979,288 | £7,740,703
|
The pace of client acquisition and activity on the platform gained further momentum in 2023 with significant fee income growth. Previous year spendings in marketing and introduction of additional revenue streams has resulted in an improved fee income margin along with higher overall Gross Revenue and Gold on Platform, both of which are the highest in the Group’s history.
During 2023 the company successfully launched Version 3 of the Glint retail app combined with additional spending on operations and technology resulting in improved operating performance in 2023
Decision Making and Governance
The activities of the company are overseen by the Board of Directors, the majority of whom are independent as defined in the UK corporate governance code. Its philosophy and that of the company is to operate in a transparent culture with positive debate and practical challenge, including those of the Board Observers who represent significant capital commitment to the company.
The Board reviews the culture and manner in which management operates, as well as the group and company’s performance, at its regular meetings. All significant management decisions are discussed by the directors for their likely consequences in the long term for the performance of the group and company, and for their impact on the group and company’s long term strategic aims. The Board endeavours to ensure that activities of the group and company stay within the agreed strategy to build the business of the group. The impact that any corporate decision might have on all stakeholders - employees, suppliers and customers - are fully discussed at each meeting. The group and company aims to meet the highest standards of business conduct. This is demonstrated by the Board being informed and monitoring on-going compliance with relevant standards to ensure that management operates and makes informed decisions, acting in ways what promote high standards of business conduct. After weighing up all relevant factors, the Directors consider which course of action best enables delivery of the group and company’s strategy in the long term, taking into consideration the impact on stakeholders and acting fairly between the members of the company.
In addition to the principal risks discussed in the sections above, the Board and the management are very conscious of the risks emanating from increased environmental, social and governance challenges and address any impact that may arise from the company’s operations.
Shareholders
The CEO and members of the Board are in frequent communication with shareholders on the progress of the company both in person and through regular reports sent electronically under confidential cover.
Customers
The company engages with customers through weekly e-mail newsletters and review platforms, providing the forum for suggestions and complaints and customer service is operational six days a week.
Suppliers
The Board seeks to ensure that there is a constructive working relationship with suppliers and service providers and that any contractual arrangements are in line with best practice and that their performance meets the expectation of the Board, the management, the employees and other stakeholders.
Our People
Positive workplace culture attracts talent, drives engagement, impacts happiness and satisfaction, and affects performance. Management is committed to an open culture with weekly staff meetings, while ensuring that a high standard of business conduct is embedded throughout the company. Management has also implemented best practices such as employee surveys and one-on-one meetings in order to measure the pulse of the company culture.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The results for the year are set out on page 16.
The loss for the year, after taxation, amounted to £5,000,324 (2022 £7,796,903 loss).
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
At 31 December 2023, third party indemnity provision for the benefit of the Company's directors was in force.
Under the Government's R&D tax relief scheme the company has intended that a claim in respect of 2023 will be prepared and submitted shortly after these accounts have been approved by the board.
The nature of the company's activities resulted in a significant investment of £1,131,657 (2022: £1,514,229) in R&D projects in the year. R&D expenditure incurred during the year related to development and has been capitalised, not expensed. No R&D expenditure related to the research phase.
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
During the year the group did a review of the contractual agreement with Sutton Bank in the US and deemed more appropriate to reflect the legal form of the arrangement, resulting in a change in its accounting policy for US client money held by Sutton Bank. Previously this was reported as an asset (debtor) and a corresponding liability (other creditors) on the balance sheet. Based on the terms of the agreement, legal title to these client funds resides with Sutton Bank, the company has no control on these client funds and ultimate liability sits with Sutton Bank. Effect of the change in accounting policy:
| 2023 | 2022 |
Gross Revenue | £4,182,749 | £3,126,299 |
Gold on Platform | £4,182,749 | £3,126,299 |
Fee Income | £nil | £nil |
There is no effect on profit of loss or net assets in the current or prior periods as the asset and liability were of equal value and offsetting in nature. The opening balances at 1 January 2023 have been restated to reflect this change.
The group made a loss for the year of £5,000,324 (2022: £7,796,903) and at the year end has net current assets of £981,259 (2022: £278,981) and net assets of £1,289,378 (2022: £603,805). The group’s cash balance as of 31 August 2025 is £3.2 million.
The financial statements have been prepared on a going concern basis, which assumes that the group and parent company will continue as a going concern for the foreseeable future, and specifically, as a minimum for a period of at least twelve months from the date of approval of these financial statements. In making this assessment, management have considered, and the directors have approved, the following;
The group and parent company's current cash position, financial performance and planned growth;
The group and parent company’s cashflow forecasts for a period of at least 12 months from the date of approval of these financial statements, as well as a base case cash flow forecast; and,
The group’s track record of successful fundraising from shareholders and other investors, as evidenced in previous periods and the period subsequent to the reporting date.
The directors believe that the group and parent company are well placed to manage their business risks, raise sufficient additional funding and achieve its growth potential. The legal and physical structures in place ensure that the gold is at all times protected and remains the property of customers even in the event of the group ceasing operations. The gold is not included in the group's balance sheet, ensuring that it is segregated and safeguarded from any claims that might be made by the group's creditors. The combination of secure storage, full insurance and legal allocation provides robust protection for client gold holdings.
Following the successful launch of version 3 of the Glint Pay app in 2023, the group has streamlined its operations and enhanced efficiency, reducing fixed costs whilst maintaining high standards and service quality. In addition, Glint is in the process of launching new revenue streams, which are expected to have a significant positive impact on the group’s gross margin.
In line with other businesses at a similar stage of development, the group intends to continue raising funds from existing and/or new shareholders, or from other sources of finance. This funding will support the execution of the group’s growth strategy and enable it to capitalise on the significant commercial opportunities available. Whilst the directors, having considered all known factors, are comfortable that the base case forecast supports the going concern assumption, the directors recognise the potential impact of a lack of funding and additional capital to achieve these, represent a material uncertainty that may cast significant doubt upon the group and parent company’s ability to continue to operate as a going concern.
Based on the group’s history of strong investor support and ongoing discussions with interested investors, the directors have a reasonable expectation that the group and parent company will be able to continue to meet its commitments and liabilities as they fall due and to execute its business plan. For these reasons, the directors adopt a going concern basis in preparing the financial statements. The financial statements do not include the adjustments that would result if the group and parent company was unable to continue as a going concern.
We have audited the financial statements of Glint Pay Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Group Profit And Loss Account, 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Material uncertainty relating to going concern
We draw attention to note 1.3 to the financial statements, which indicates that a material uncertainty relating to going concern exists due to the group and parent company’s continued reliance on additional investor funding, without which could result in the group running out of liquid resources. Whilst the directors are confident based on current and historic performance and investor funding, as stated in note 1.3, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the 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.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
The notes on pages 19 to 35 form part of these financial statements.
The notes on pages 19 to 35 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £25,159,494 (2022: £1,704,275 loss).
The notes on pages 19 to 35 form part of these financial statements.
The notes on pages 19 to 35 form part of these financial statements.
The notes on pages 19 to 35 form part of these financial statements.
Glint Pay Ltd (“the Company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 167-169 Great Portland Street, 5th Floor, London, W1W 5FP.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to 31 December 2023. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the consolidated profit and loss account from the date that control commences until the date control ceases. Control is established when the Company has the power to govern the operating and financial policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.
Under Section 408 of the Companies Act 2006 of the Company is exempt from the requirement to present its own profit and loss account.
In the parent financial statements, investments in subsidiaries are carried at cost less impairment.
The group made a loss for the year of £5,000,324 (2022: £7,796,903) and at the year end has net current liabilities of £1,518,741 (2022 as restated: net assets of £278,981) and net assets of £1,289,378 (2022 as restated: £603,805). The group’s cash balance as of 31 August 2025 is £3.2 million.
The financial statements have been prepared on a going concern basis, which assumes that the group and parent company will continue as a going concern for the foreseeable future, and specifically, as a minimum for a period of at least twelve months from the date of approval of these financial statements. In making this assessment, management have considered, and the directors have approved, the following;
The group and parent company's current cash position, financial performance and planned growth;
The group and parent company’s cashflow forecasts for a period of at least 12 months from the date of approval of these financial statements, as well as a base case cash flow forecast; and,
The group’s track record of successful fundraising from shareholders and other investors, as evidenced in previous periods and the period subsequent to the reporting date.
The directors believe that the group and parent company are well placed to manage their business risks, raise sufficient additional funding and achieve its growth potential. The legal and physical structures in place ensure that the gold is at all times protected and remains the property of customers even in the event of the group ceasing operations. The gold is not included in the group's balance sheet, ensuring that it is segregated and safeguarded from any claims that might be made by the group's creditors. The combination of secure storage, full insurance and legal allocation provides robust protection for client gold holdings.
Following the successful launch of version 3 of the Glint Pay app in 2023, the group has streamlined its operations and enhanced efficiency, reducing fixed costs whilst maintaining high standards and service quality. In addition, Glint is in the process of launching new revenue streams, which are expected to have a significant positive impact on the group’s gross margin.
In addition, Glint is in the process of launching new revenue streams, which are expected to have a significant positive impact on the group’s gross margin.
In line with other businesses at a similar stage of development, the group intends to continue raising funds from existing and/or new shareholders, or from other sources of finance. This funding will support the execution of the group’s growth strategy and enable it to capitalise on the significant commercial opportunities available. Whilst the directors, having considered all known factors, are comfortable that the base case forecast supports the going concern assumption, the directors recognise the potential impact of a lack of funding and additional capital to achieve these, represent a material uncertainty that may cast significant doubt upon the group and parent company’s ability to continue to operate as a going concern.
Based on the group’s history of strong investor support and ongoing discussions with interested investors, the directors have a reasonable expectation that the group and parent company will be able to continue to meet its commitments and liabilities as they fall due and to execute its business plan. For these reasons, the directors adopt a going concern basis in preparing the financial statements. The financial statements do not include the adjustments that would result if the group and parent company was unable to continue as a going concern.
Turnover consists of fees charged to clients on transactions made during the year and gold sold to clients and our liquidity provider. Turnover is recognised at the time a transaction takes place.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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. 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.
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment 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 share-based payment. The share-based payment 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.
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.
Change in accounting policy
During the year the group did a review of the contractual agreement with Sutton Bank in the US and deemed more appropriate to reflect the legal form of the arrangement, resulting in a change in its accounting policy for US client money held by Sutton Bank. Previously this was reported as an asset (debtor) and a corresponding liability (other creditors) on the balance sheet. Based on the terms of the agreement, legal title to these client funds resides with Sutton Bank, the company has no control on these client funds and ultimate liability sits with Sutton Bank. Effect of the change in accounting policy:
2023 2022
£ £
Decrease in cash 4,182,749 3,126,299
Decrease in creditors 4,182,749 3,126,299
Net effect on net assets nil nil
There is no effect on profit of loss or net assets in the current or prior periods as the asset and liability were of equal value and offsetting in nature. The opening balances at 1 January 2023 have been restated to reflect this change.
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.
Share Based payment transactions (Note 21)
The group uses the Black Scholes model to determine the fair value of options granted to employees. The calculation requires the use of estimates and assumptions. A change in these estimates or assumptions may affect charges to the profit and loss account over the vesting period of the options.
Amortisation and impairment
Intangible assets are amortised over their deemed useful economic lives taking into account residual values, where appropriate. This period has been determined via a review of the asset considering historic and future factors. The actual lives of the assets and, where applicable, residual values are assessed annually and may vary depending on a number of factors. In assessing the asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. The directors believe that the period over which the assets are amortised reflects the estimated useful economic life of the assets.
The directors have considered impairment of the recognised intangible assets and consider that the market for the group’s services will continue to grow, driving profitability and resulting positive cash flows, and that no impairment is appropriate at this time.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022: 1).
In addition to the amounts noted above, one of the directors received rental payments of £17,500 (2022: £23,200) in respect of usage of space provided to the company, and consultancy fees of £21,600 (2022: £18,00).
The directors are considered to be key management personnel.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2023 are as follows:
Cash at bank and in hand of £5,625,683 (2022 as restated: £4,654,332) includes £3,063,865 (2022 as restated: £3,261,599) held in respect of non-US customer balances in segregated bank accounts; the corresponding liability for which is held within creditors.
US customer balances
In accordance with the Card Program Management Agreement between Glint Pay Services Limited and Sutton Bank, as at the balance sheet date, Sutton Bank holds £4,182,749 (2022: £3,126,299) in segregated bank accounts in respect of US customer balances. These balances are not recognised the Group balance sheet as legal title to these funds rests with Sutton Bank. Glint Pay Services Limited has no control over these client funds, and the ultimate liability in respect of these balances lies with Sutton Bank.
Other creditors includes a £2,500,000 loan from Stockford Limited. The repayment date has been extended to 31 March 2027 and interest is payable at the rate of 18% per annum, which is
considered to be on market terms.
The group’s fixed assets are subject to a fixed floating charge in favour of Stockford Limited, a minority shareholder in the group.
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.
The Company operates a share options scheme offering shares in Glint Pay Limited. During the year, 3,313,920 (2022: 10,725,129) options over new Ordinary Shares of £0.00001 were granted. The weighted average exercise price per option for the 2023 options was £0.14. No share options have been exercised during the year.
The conditions for vesting vary for directors and for the rest of the employees and contractors. Some options for directors vest upon specific events specified in their contract, whereas remaining options granted vest 25% annually commencing from their employment start date and also upon specific events specified in the options contracts. All options must be exercised within ten years of the date of grant. Options are forfeited if the individual leaves the Company before the options vest.
The fair value of services received is measured in reference to the fair value of share options granted and is based on recent market transactions, discounted for lack of marketability and lack of control.
The expected volatility is wholly based on the historic volatility adjusted for any unexpected changes to future volatility due to publicly available information. The risk free interest rate used is that of a 10 year yield UK treasury bond.
During the year the company recognised a share-based payment credit of £52,118 (2022 – Charge of £257,920) which related to equity settled share based payment transactions.
The share premium account and retained earnings balances as at 31 December 2022 have been restated due to a prior period classification error. An amount was previously misclassified and has now been correctly reclassified to ensure accurate prensentation in accordance with FRS102.
Effect of restatement on 2022 balances:
£
Debit Debtors 415,226
Debit Proft and Loss Reserves 453,106
Credit Share Premium 868,332
Share premium account
Includes only premiums received on issue of share capital. Any transactions costs associated with issuing of shares are deducted from share premium.
The share premium account balance as at 31 December 2022 has been restated to correct a prior period error.
Equity reserve
Includes all share based payment expenses for options granted. In addition, the reserve includes the equity element of the convertible loan notes issued during the year.
Profit and loss account
Includes all current and prior year retained profits and losses.
As is typical with early stage FinTech companies, Glint continues to rely on equity funding. As of
the balance sheet date, Glint has raised c£37m to fund the development and rollout of its first-of-a-kind global gold payments platform. During 2024 and 2025 to date, Glint has raised a further c£6m.
A subsidiary, Glint Pay Services Limited, is funded by the company through a mixture of intercompany loans and equity share capital. The loan is capitalised through the issue of equity instruments to provide Glint Pay Services Limited with sufficient funds to operate. Subsequent to the balance sheet date, additional capital has been injected by the company to ensure the subsidiary has sufficient capital to meet its ongoing capital requirements set by the Financial Conduct Authority.
Group
Transactions with key management personnel
Total compensation of key management personnel (who are directors) in the year amounted to
£154,500 (2022 as restated: 133,313).
During 2022 a director of the company provided a short-term loan to the group during the year, on which interest payments of £23,200 were paid. This was settled during 2022.