Registrar
Registration number:
11:FS Foundry Limited
for the Year Ended 31 December 2025
11:FS Foundry Limited
Contents
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Company Information |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
11:FS Foundry Limited
Company Information
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Directors |
D M Brear J Campbell D Morris |
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Registered office |
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Bankers |
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Auditors |
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11:FS Foundry Limited
Directors' Report for the Year Ended 31 December 2025
The Directors present their report and the financial statements for the year ended 31 December 2025.
Directors of the Company
The Directors who held office during the year were as follows:
Principal activity
The principal activity of the Company is building a Financial Services Operating System that enables neobanks, big banks and non-banks alike to launch unique fintech products quickly.
Going concern
The financial statements have been prepared on a going concern basis, which presumes that the Company will be able to realise its assets and discharge its liabilities in the normal course of operations.
At the balance sheet date, the Company’s liabilities exceeded its assets by £2,438,203 (2024: £95,419). At the balance sheet date, the Company owed £2,320,302 (2024: £315,944) to its Parent Company.
During the year 11:FS Group Limited (the old Parent Company) sold its shareholding to 11:FS Holdings Limited as part of an organisational restructure. A letter of support has been provided to the Parent Company and Group which covers this entity confirming its intention to continue supporting the company for the next 12 months from the date of the accounts approval.
Disclosure of information to the auditors
Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Lambert Chapman LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Small companies provision statement
This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
Approved by the
Director
11:FS Foundry Limited
Statement of Directors' Responsibilities
The Directors acknowledge their responsibilities 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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
11:FS Foundry Limited
Independent Auditor's Report to the Members of 11:FS Foundry Limited
Opinion
We have audited the financial statements of 11:FS Foundry Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of 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 Section 1A 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
11:FS Foundry Limited
Independent Auditor's Report to the Members of 11:FS Foundry Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of Directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit; or |
• | the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report. |
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 3], 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 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 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.
11:FS Foundry Limited
Independent Auditor's Report to the Members of 11:FS Foundry Limited
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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the Company through discussions with Directors and other management, and from our commercial knowledge and experience of the financial services and technology sectors; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection and employment legislation; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we:
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
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investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
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agreeing financial statement disclosures to underlying supporting documentation and |
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enquiring of management as to actual and potential litigation and claims. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11:FS Foundry Limited
Independent Auditor's Report to the Members of 11:FS Foundry Limited
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.
......................................
For and on behalf of
Silks Way
Braintree
Essex
CM7 3GB
11:FS Foundry Limited
Profit and Loss Account for the Year Ended 31 December 2025
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Note |
31 December |
31 December |
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Turnover |
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( |
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Cost of sales |
( |
( |
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Gross loss |
( |
( |
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Administrative expenses |
( |
( |
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Exceptional item |
(20,851) |
1,374,742 |
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Operating (loss)/profit |
(2,362,751) |
525,781 |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
- |
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(Loss)/profit before tax |
( |
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Tax on (loss)/profit |
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(Loss)/profit for the financial year |
( |
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The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
11:FS Foundry Limited
Statement of Comprehensive Income for the Year Ended 31 December 2025
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31 December |
31 December |
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(Loss)/profit for the year |
( |
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Total comprehensive income for the year |
( |
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11:FS Foundry Limited
(Registration number: 11418349)
Balance Sheet as at 31 December 2025
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Note |
31 December |
31 December |
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Fixed assets |
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Tangible assets |
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- |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
11 |
11 |
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Share premium reserve |
6,999,999 |
6,999,999 |
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Retained earnings |
(9,438,213) |
(7,095,429) |
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Shareholders' deficit |
(2,438,203) |
(95,419) |
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.
Approved and authorised by the
Director
11:FS Foundry Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2025 |
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( |
( |
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Loss for the year |
- |
- |
( |
( |
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At 31 December 2025 |
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( |
( |
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Share capital |
Share premium |
Retained earnings |
Total |
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At 1 January 2024 |
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( |
( |
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Profit for the year |
- |
- |
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At 31 December 2024 |
11 |
6,999,999 |
(7,095,429) |
(95,419) |
11:FS Foundry Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The Company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention.
These financial statements are presented in Sterling (£), which is the Company's functional currency.
Going concern
The financial statements have been prepared on a going concern basis, which presumes that the Company will be able to realise its assets and discharge its liabilities in the normal course of operations.
At the balance sheet date, the Company’s liabilities exceeded its assets by £2,438,203 (2024: £95,419). At the balance sheet date, the Company owed £2,320,302 (2024: £315,944) to its Parent Company.
During the year 11:FS Group Limited (the old Parent Company) sold its shareholding to 11:FS Holdings Limited as part of an organisational restructure. A letter of support has been provided to the Parent Company and Group which covers this entity confirming its intention to continue supporting the company for the next 12 months from the date of the accounts approval.
11:FS Foundry Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Judgements
Apart from those judgements involving estimations, the management team have not made any judgements in the process of applying the entity's accounting policies that have significant effect on amounts recognised in the accounts. |
Key sources of estimation uncertainty
There are no key assumptions concerning the future or other key sources of estimation at the reporting date that we have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period. .
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Turnover is shown net of the value added tax, returns, rebates and discounts.
The company recognises revenue when:
• the amount of revenue can be reliably measured;
• it is probable that future economic benefits will flow to the entity;
• and specific criteria have been met for each of the company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
Current Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation.
Depreciation
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Office equipment |
3 years straight line |
11:FS Foundry Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Share capital
Ordinary shares are classified as equity.
Financial instruments
Classification
Recognition and measurement
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Impairment
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
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Staff numbers |
The average number of persons employed by the Company (including Directors) during the year, was
11:FS Foundry Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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Exceptional item |
On the 6th February 2025 11:FS Foundry Limited was sold to 11:FS Holdings Limited. As part of the preparatory work for this sale the inter company balance due to 11:FS Group Limited was reviewed and written down to an amount that was repaid following the end of the prior year. This resulted in a credit to the profit and loss account of £1,374,742 in the year to 31 December 2024 and a debit to the profit and loss account of £20,851 in the year ended 31 December 2025.
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Tangible assets |
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Office equipment |
Total |
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Cost or valuation |
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At 1 January 2025 |
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Additions |
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At 31 December 2025 |
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Depreciation |
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At 1 January 2025 |
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Charge for the year |
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At 31 December 2025 |
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Carrying amount |
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At 31 December 2025 |
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Debtors |
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31 December |
31 December |
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Other debtors |
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Accrued income |
10,151 |
- |
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11:FS Foundry Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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Creditors |
Creditors: amounts falling due within one year
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31 December |
31 December |
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Due within one year |
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Trade creditors |
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- |
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Amounts owed to Group companies |
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Taxation and social security |
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Other creditors |
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Accruals and deferred income |
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Share capital |
Allotted, called up and fully paid shares
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31 December |
31 December |
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No. |
£ |
No. |
£ |
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11 |
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11 |
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Parent and ultimate parent undertaking |
On the 6th February 2025 11:FS Foundry Limited was sold to 11:FS Holdings Limited.
The parent of the largest and smallest group in which these financial statements are consolidated is 11:FS Holdings Limited, incorporated in England and Wales.