Company Registration No. 12661513 (England and Wales)
FEEDZAI UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
PAGES FOR FILING WITH REGISTRAR
FEEDZAI UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
FEEDZAI UK LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2025
31 January 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
24,082
6,245
Current assets
Debtors
5
4,464,501
4,227,372
Cash at bank and in hand
580,053
88,412
5,044,554
4,315,784
Creditors: amounts falling due within one year
6
(4,432,130)
(3,922,689)
Net current assets
612,424
393,095
Total assets less current liabilities
636,506
399,340
Capital and reserves
Called up share capital
8
1
1
Profit and loss reserves
636,505
399,339
Total equity
636,506
399,340

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 24 October 2025
Nuno Jorge da Cruz Sebastião
Director
Company Registration No. 12661513
FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
- 2 -
1
Accounting policies
Company information

Feedzai UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, United Kingdom, NW1 3ER.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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.

1.2
Going concern

The activities of the company are entirely dependent on those of its parent company. At the time of approving the financial statements, the directors are confident that the company can continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. This is based on the support from its parent company. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.true

1.3
Turnover

Turnover represents amounts receivable for services provided to the parent company, net of VAT. Revenue is recognised on a cost plus basis.

1.4
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:

Computer equipment
Straight line basis over 3 years

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

1.5
Impairment of fixed assets

At each reporting period end date, the company 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.

FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 3 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with bank.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, 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.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
1
Accounting policies
(Continued)
- 4 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
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.

1.11
Share-based payments

The company's Parent provides equity-settled and cash-settled share-based payment arrangements to some of its employees.

 

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 amounts owed to group undertakings.

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.

Cash-settled share options are initially measured at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year. The liability at the reporting date is measured based on the fair value, taking into account the estimated number of options that will actually vest and the current proportion of the vesting period that has lapsed.

1.12
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.

FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 5 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Valuation of share options

The fair value of options was determined using the Black-Scholes option pricing model. The model uses a number of assumptions which the Director considers to be reasonable. These assumptions are considered to be a key source of estimation uncertainty as reasonably possible changes in the assumptions used may have a significant effect on the company’s financial statements within the next year. Further information on the carrying amounts of the company’s shared-based payments liability and the assumptions used in the valuation model are provided in note 7.

3
Employees

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

2025
2024
Number
Number
Total
31
28
4
Tangible fixed assets
Computer Equipment
£
Cost
At 1 February 2024
12,947
Additions
25,086
At 31 January 2025
38,033
Depreciation and impairment
At 1 February 2024
6,702
Depreciation charged in the year
7,249
At 31 January 2025
13,951
Carrying amount
At 31 January 2025
24,082
At 31 January 2024
6,245
FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 6 -
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,781,349
3,688,903
Other debtors
48,285
41,581
Prepayments and accrued income
90,361
113,296
Deferred tax asset
544,506
383,592
4,464,501
4,227,372
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
68,988
39,540
Amounts owed to group undertakings
2,160,413
1,516,757
Corporation tax
241,520
441,386
Other taxation and social security
334,500
389,749
Other creditors
3,550
15,425
Accruals and deferred income
1,623,159
1,519,832
4,432,130
3,922,689
7
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 February 2024
382,199
351,449
16.42
13.98
Granted
165,640
39,000
30.76
32.00
Forfeited
(28,625)
(8,250)
15.81
32.00
Outstanding at 31 January 2025
519,214
382,199
20.77
16.42
Exercisable at 31 January 2025
-
0
-
0
-
0
-
0
FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
7
Share-based payment transactions
(Continued)
- 7 -

The company's Parent operates a cash-settled and equity-settled Incentive Stock Option Plan (“ISOP”) for the purchase of its Phantom Stock. The incentive scheme commits the company's Parent to pay certain employees of the company a cash amount equal to the value of its shares in the event of a sale of 50% of the parent company shares or admission to listing (exit event). The options expire 8 years from the date of granting and vest in tranches over a 3 year period. The right to continue as a member of the scheme is forfeited with the termination of the individuals' employment for cause. Termination other than for cause provides individuals the right to continue as a member of the scheme. There were a total of 44 (2024 - 37) individuals who were members of the options scheme at the year end with 7 new members joining the scheme in the period.

 

The options are granted and vest immediately in three tranches. The first tranche, corresponding to 25% of the total Options to be granted, shall be grated 12 months after the date of execution of the respective Agreement. The second tranche, corresponding to 25% of the total Options to be granted shall be granted one year after the date of granting the first tranche and the third tranche, corresponding to 50% of the total Options to be granted, shall be granted two years after the date of granting the first tranche.

 

Non vesting conditions and market conditions are taken into account when estimating the fair value of the options. The exercise of the phantom share options is conditional on an exit event, defined as admission to listing or sale to a third party of more than 50% of the company's share capital. As at year end, management consider the probability of an exit event to be 30%.

 

The computation of the expense considers a forfeiture rate of 40%, which is based on historical figures of the company.

 

The options outstanding at 31 January 2025 had an exercise price ranging from £2.08 to £30.76, and a remaining contractual life of up to 8 years.

 

The incentive stock option plan is for cash-settled and equity-settled phantom stock options. The fair value of options was determined using the Black-Scholes option pricing model.

 

Inputs were as follows:
2025
2024
Weighted average share price
20.77
16.42
Expected volatility
40.00
40.00
Expected life
4.00
4.00
Risk free rate
2.10
2.05
Liabilities and expenses

During the year, the company recognised total expenses of £643,656 (2024: £1,516,757) which related to cash and equity settled share based payment transactions. The carrying amount at the end of the year for liabilities arising from the cash and equity share-based payment transactions was £2,160,413 (2024: £1,516,757) and is included in amounts owed to group undertakings, falling due in less than one year.

8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
FEEDZAI UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025
- 8 -
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Dean Stevens.
The auditor was HW Fisher Audit.
10
Parent company

The company is owned by Feedzai - Consultadoria E Inovação Tecnológica, S.A. which owns 100% of the issued share capital. Feedzai UK Limited is included in Feedzai - Consultadoria E Inovação Tecnológica, S.A's consolidated financial statements.

 

Feedzai - Consultadoria E Inovação Tecnológica, S.A. is the parent undertaking of the smallest group for which consolidated financial statements are drawn up, and of which the company is a member. Feedzai - Consultadoria E Inovação Tecnológica, S.A's headquarters are at IPN Incubadora, Rua Pedro Nunes – Instituto Pedro Nunes, Coimbra, 3030-199 Portugal.

 

The consolidated financial statements of Feedzai - Consultadoria E Inovação Tecnológica, S.A. are audited

 

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