Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31falsefalse2024-01-01false54false 11382809 2024-01-01 2024-12-31 11382809 2023-01-01 2023-12-31 11382809 2024-12-31 11382809 2023-12-31 11382809 2023-01-01 11382809 6 2024-01-01 2024-12-31 11382809 6 2023-01-01 2023-12-31 11382809 d:Director1 2024-01-01 2024-12-31 11382809 d:Director2 2024-01-01 2024-12-31 11382809 d:Director3 2024-01-01 2024-12-31 11382809 d:Director3 2024-12-31 11382809 d:RegisteredOffice 2024-01-01 2024-12-31 11382809 e:OfficeEquipment 2024-01-01 2024-12-31 11382809 e:OfficeEquipment 2024-12-31 11382809 e:OfficeEquipment 2023-12-31 11382809 e:OfficeEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11382809 e:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 11382809 e:OtherPropertyPlantEquipment 2024-12-31 11382809 e:OtherPropertyPlantEquipment 2023-12-31 11382809 e:OtherPropertyPlantEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11382809 e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 11382809 e:CurrentFinancialInstruments 2024-12-31 11382809 e:CurrentFinancialInstruments 2023-12-31 11382809 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 11382809 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 11382809 e:ReportableOperatingSegment1 2024-01-01 2024-12-31 11382809 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 11382809 f:UnitedKingdom 2024-01-01 2024-12-31 11382809 f:UnitedKingdom 2023-01-01 2023-12-31 11382809 e:UKTax 2024-01-01 2024-12-31 11382809 e:UKTax 2023-01-01 2023-12-31 11382809 e:ShareCapital 2024-01-01 2024-12-31 11382809 e:ShareCapital 2024-12-31 11382809 e:ShareCapital 2023-01-01 2023-12-31 11382809 e:ShareCapital 2023-12-31 11382809 e:ShareCapital 2023-01-01 11382809 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 11382809 e:RetainedEarningsAccumulatedLosses 2024-12-31 11382809 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 11382809 e:RetainedEarningsAccumulatedLosses 2023-12-31 11382809 e:RetainedEarningsAccumulatedLosses 2023-01-01 11382809 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-12-31 11382809 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 11382809 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 11382809 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 11382809 d:OrdinaryShareClass1 2024-01-01 2024-12-31 11382809 d:OrdinaryShareClass1 2024-12-31 11382809 d:OrdinaryShareClass1 2023-12-31 11382809 d:FRS102 2024-01-01 2024-12-31 11382809 d:Audited 2024-01-01 2024-12-31 11382809 d:FullAccounts 2024-01-01 2024-12-31 11382809 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 11382809 2 2024-01-01 2024-12-31 11382809 6 2024-01-01 2024-12-31 11382809 g:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 11382809






GC EXCHANGE LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
GC EXCHANGE LIMITED
 
 
COMPANY INFORMATION


Directors
L B Holst 
J I Scarabino 
M Aagaard (appointed 14 February 2024)




Registered number
11382809



Registered office
75 King William Street
2nd Floor

London

United Kingdom

EC4N 7BF




Independent auditors
Calders (1883) LLP
Chartered Accountants & Statutory Auditors

30 Orange Street

London

WC2H 7HF




FCA registration number
828730





 
GC EXCHANGE LIMITED
 

CONTENTS



Page
Strategic report
 
 
1 - 4
Directors' report
 
 
5 - 6
Independent auditors' report
 
 
7 - 9
Statement of comprehensive income
 
 
10
Statement of financial position
 
 
11
Statement of changes in equity
 
 
12
Notes to the financial statements
 
 
13 - 26


 
GC EXCHANGE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The director presents his strategic report on GC Exchange Limited (the “Company”) for the period ended 31 December 2024. All narrative and quantitative information is unaudited unless stated otherwise. 
Activities
GC Exchange Limited is a financial services broker which specialises in offering professional and institutional customers online trading of FX and contracts for difference (“CFD”) in Indices, Commodities and Cryptoassets. 
The Company is authorised and regulated by the Financial Conduct Authority (“FCA”) and its permissions allow it to provide services to UK and non UK based customers. 
 
The Company is domiciled in the United Kingdom and the address of its registered office is 75 King William Street, London, EC4N 7BE.
 

Business review
 
Despite a significant increase in turnover, rising by 64% compared to the previous year to £3.76 million (2023: £2.30 million), the company reported a pre-tax loss of £232,567 (2023: £387,429 loss). This was primarily attributed to a substantial rise in the cost of sales (+121%) and an increase in operational expenses (24%), notably from intra-group expenses, consulting, staff costs, and foreign exchange revaluation losses.
The revenue growth was largely driven by a 315% increase in the volume of crypto CFDs, reflecting a recovery in the market following the "crypto winter." The company has seen a positive revenue trend since the last quarter of the financial year, which is expected to continue into 2025. In line with its strategy, the company has made efforts to diversify its client base and further develop its execution-only client offering. Additionally, it has enhanced liquidity in its FX and crypto businesses by adding new liquidity providers. On the technological front, the company launched a client portal, which not only improves the client experience but also streamlines internal operations.
As of December 31, 2024, shareholders’ funds stood at £4.7 million (2023: £4.9 million). The company remains focused on its growth objectives, with particular emphasis on investing in business development, marketing, and strengthening its compliance team.
The company is a subsidiary of a UK group, and risk and audit management is addressed by the board on a continuing basis at group level. The main risks identified by the Director are dealt with individually below.
 

Page 1

 
GC EXCHANGE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
Systems and controls are in place to manage and mitigate risks at all times. The company monitors its potential risk exposure on an on going basis. Where relevant, some of the risks are monitored in real time. Where this is not relevant or practical, these are monitored on a daily, weekly or monthly basis. The following are the key risks impacting the Company: Market risk, Counterparty credit risk, Liquidity risk and Operational risk.  
Market risk
Market risk is defined as the risk of loss arising from an adverse move in the value of assets or liabilities. The risk is managed through appropriate hedging strategies and prudent risk limits. The company policy is to hedge 100% of it’s clients’ trades and therefore reduces significantly this risk. 
Counterparty credit risk
Counterparty credit risk is the risk of loss due to a counterparty failing to discharge its obligations. The company manages its assets across different institutions and counterparties to minimise the exposure to any one counterparty. Relevant due diligence is performed on all new and existing counterparty relationships to identify any specific risks. 
Liquidity risk
Liquidity risk is the risk that the company will fail to meet its financial obligations as they fall due. The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable demands. It does this primarily by managing its cash balances and creditor days in an effective manner.

Financial key performance indicators
 
The director believe the following to be the company's financial key performance indicators:
           
 2024                2023  
Operating profit (loss)    (£245,237)          (£398,589)  
Capital and reserves          £4,683,318         £4,856,107 
Client Balances     £23,323,417       £16,233,865
The company's results are in line with management expectations for the period.

Other key performance indicators
 
As the company's relevant risks are managed at group level, the director believes that analysis using other key performance indicators for the company in isolation is not necessary or appropriate for an understanding of its development, performance or market position.
Regulatory changes
The regulatory landscape continues to evolve, and the Company need to react and ensure adherence to new regulations in a timely manner. During 2024, the Company has implement the necessary changes for transaction reporting under EMIR Refit.   

Page 2

 
GC EXCHANGE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
In discharging their duties under section 172 of the Companies Act 2006, the Directors of GC Exchange Limited have acted in a way that they consider, in good faith, promotes the success of the Company for the benefit of its members as a whole. In doing so, they have had regard to, among other matters, the factors set out in section 172(1)(a) to (f).
Our Purpose, Strategy, and Long-Term Decision Making
The core purpose of GC Exchange is to deliver sustainable value to shareholders over the medium and long term by offering best-in-class brokerage services across financial products to institutional and professional clients. Our strategy is founded on cultivating strong client relationships and delivering tailored technology, execution, and liquidity solutions in the foreign exchange and contracts for differences (CFD) markets.
The Board remains confident that this strategy is appropriately positioned to continue generating stable and positive outcomes amid a continuously evolving global financial environment. Decisions made during the year were assessed not only for their immediate outcomes but also for their alignment with our long-term objectives and their impact on the Company’s sustainability and shareholder value.
Long-Term Impact of Decisions
In setting strategy and making decisions, the Board actively considers the likely consequences on the long-term success of the Company. All significant initiatives and operational decisions are evaluated with this perspective, ensuring alignment with our strategic priorities and commitment to delivering long-term returns.
Our Culture
GC Exchange fosters an inclusive, transparent, and supportive culture where opportunities are accessible to all. We place a strong emphasis on integrity, ethical conduct, and sustainability, recognising that our reputation and long-term success are underpinned by these values. The Company is committed to conducting its business in accordance with high environmental and social responsibility standards.
Employee and Community Engagement
As a compact and collaborative organisation, GC Exchange maintains open communication between the Board and all employees, facilitating quick decision-making and fostering a strong sense of unity. Our values—honesty, integrity, and a family-oriented approach—are deeply embedded in our workplace culture.
We value the contributions of our team and actively seek their input in shaping the business. The Directors recognise the importance of maintaining a motivated and engaged workforce to achieve our strategic goals.
Fostering Business Relationships
GC Exchange places great importance on maintaining high-quality, long-standing relationships with our clients and service providers. Regular formal reviews and continuous informal engagement enable us to anticipate client needs and deliver services efficiently and effectively.
The Board believes that nurturing these relationships is vital to the Company’s operational resilience and high standards of business conduct. We are committed to maintaining trusted partnerships that reflect our values and commercial expectations.
Regulatory and Legal Compliance
The Company operates in full compliance with its regulatory and legal obligations and strives to uphold the highest standards of governance and accountability in all areas of its operations.
 
Page 3

 
GC EXCHANGE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engaging with Shareholders
GC Exchange maintains a close and transparent relationship with its shareholders. Shareholders receive timely and regular financial and management information and are actively involved in both strategic discussions and the daily operational oversight of the business. This engagement ensures that shareholder views are considered in decision-making and supports the Company’s commitment to long-term success.


This report was approved by the board on 24 April 2025 and signed on its behalf.



L B Holst
Director

Page 4

 
GC EXCHANGE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the company during the period under review was that of developing a marketplace through its technology partners and act as a liquidity provider and venue for FX and CFDs on digital assets, indices and commodities.

Results and dividends

The loss for the year, after taxation, amounted to £172,789 (2023 - loss £279,622).

The director approved the payment of a dividend to the parent company GCEX Holding Limited for the amount of £1.8m. No dividends were paid to the holding company during the previous year. 

Directors

The directors who served during the year were:

L B Holst 
J I Scarabino 
M Aagaard (appointed 14 February 2024)

Page 5

 
GC EXCHANGE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

The company aims to reinvest profits to allow for continued client acquisition, investment in trading platform technology, and expansion into wider markets. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There were no significant events post year end. 

Auditors

The auditorsCalders (1883) LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 24 April 2025 and signed on its behalf.
 





L B Holst
Director

Page 6

 
GC EXCHANGE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GC EXCHANGE LIMITED
 

Opinion


We have audited the financial statements of GC Exchange Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 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 Auditors' 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 7

 
GC EXCHANGE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GC EXCHANGE LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


adequate accounting records have not been kept, 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 5, 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.


Page 8

 
GC EXCHANGE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GC EXCHANGE LIMITED (CONTINUED)


Auditors' 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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions were held with the directors with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.





Jennifer Davis (Senior statutory auditor)
for and on behalf of
Calders (1883) LLP
Chartered Accountants
Statutory Auditors
30 Orange Street
London
WC2H 7HF

25 April 2025
Page 9

 
GC EXCHANGE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
  
3,757,784
2,296,358

Cost of sales
  
(1,543,747)
(699,836)

Gross profit
  
2,214,037
1,596,522

Administrative expenses
  
(2,459,274)
(1,995,111)

Operating loss
  
(245,237)
(398,589)

Interest receivable and similar income
  
12,713
11,401

Interest payable and similar expenses
  
(43)
(241)

Loss before tax
  
(232,567)
(387,429)

Tax on loss
 10 
59,778
107,807

Loss for the financial year
  
(172,789)
(279,622)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 13 to 26 form part of these financial statements.

Page 10

 
GC EXCHANGE LIMITED
REGISTERED NUMBER: 11382809

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible fixed assets
  
2,132
3,180

Fixed asset investments
  
254,101
252,327

  
256,233
255,507

Current assets
  

Debtors due within 1 year
  
16,677,014
7,604,076

Cash at bank and in hand
 14 
11,148,241
14,371,439

  
27,825,255
21,975,515

Creditors: amounts falling due within one year
 15 
(23,457,343)
(17,374,311)

Net current assets
  
 
 
4,367,912
 
 
4,601,204

Total assets less current liabilities
  
4,624,145
4,856,711

Provisions for liabilities
  

Deferred tax
  
59,173
(604)

  
 
 
59,173
 
 
(604)

Net assets
  
4,683,318
4,856,107


Capital and reserves
  

Called up share capital 
 18 
5,000,000
5,000,000

Profit and loss account
 19 
(316,682)
(143,893)

  
4,683,318
4,856,107


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 April 2025.



L B Holst
Director

The notes on pages 13 to 26 form part of these financial statements.

Page 11

 
GC EXCHANGE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
5,000,000
1,935,729
6,935,729


Comprehensive income for the year

Loss for the year
-
(279,622)
(279,622)
Total comprehensive income for the year
-
(279,622)
(279,622)


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,800,000)
(1,800,000)


Total transactions with owners
-
(1,800,000)
(1,800,000)



At 1 January 2024
5,000,000
(143,893)
4,856,107


Comprehensive income for the year

Loss for the year
-
(172,789)
(172,789)
Total comprehensive income for the year
-
(172,789)
(172,789)


Total transactions with owners
-
-
-


At 31 December 2024
5,000,000
(316,682)
4,683,318


The notes on pages 13 to 26 form part of these financial statements.

Page 12

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

GC Exchange Limited is a private company limited by share capital, incorporated in England and Wales, registration number 11382809. The address of the registered office is 75 King William Street, 2nd Floor, London, United Kingdom, EC4N 7BF.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The director considers that it is appropriate for the accounts to be prepared on a going concern basis for this period.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 13

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue includes trading commissions charged to clients, swaps and financing income. In addition, the Company recognised recurring revenue on monthly trading minimum fees.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Office equipment
-
20%
Other fixed assets
-
One year straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 15

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The company also holds money on behalf of clients under Title Transfer Collateral Arrangements, by which a client agrees that full ownership of such monies is unconditionally transferred to the company. These are included in cash and cash equivalents. The corresponding liability for title of transfer funds is included in other creditors.
In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position 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.

Page 16

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.16
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Page 17

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.16
Financial instruments (continued)


Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 18

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily ascertainable from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes may differ from these estimates.
The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.
The key areas of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:
Prepayments & Accrued Expenditure
The company includes a provision for invoices which are yet to be received from and amounts paid in advance to suppliers. These provisions are estimated based upon the expected values of the invoices which are issued and services received following the period end.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Class 1
3,757,784
2,296,358

3,757,784
2,296,358


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
3,757,784
2,296,358

3,757,784
2,296,358



5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
118,869
35,335

Other operating lease rentals
51,382
46,630

Page 19

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
20,000
20,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
387,936
354,824

Social security costs
47,586
36,173

Cost of defined contribution scheme
5,685
5,119

441,207
396,116


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Director
1
1



Staff
4
3

5
4


8.


Interest receivable

2024
2023
£
£


Other interest receivable
12,713
11,401

12,713
11,401

Page 20

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
43
241

43
241


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
(107,359)


-
(107,359)


Total current tax
-
(107,359)

Deferred tax


Origination and reversal of timing differences
(59,778)
(448)

Total deferred tax
(59,778)
(448)


Tax on loss
(59,778)
(107,807)
Page 21

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(232,567)
(387,429)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(58,142)
(73,612)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(917)
941

Capital allowances for year in excess of depreciation
(199)
(448)

Adjustments to tax charge in respect of prior/future periods
(685)
(34,688)

Marginal relief
165
-

Total tax charge for the year
(59,778)
(107,807)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Tangible fixed assets





Office equipment
Other fixed assets
Total

£
£
£



Cost or valuation


At 1 January 2024
11,922
-
11,922


Additions
-
1,983
1,983



At 31 December 2024

11,922
1,983
13,905



Depreciation


At 1 January 2024
8,741
-
8,741


Charge for the year on owned assets
1,215
1,818
3,033



At 31 December 2024

9,956
1,818
11,774



Net book value



At 31 December 2024
1,966
165
2,131



At 31 December 2023
3,181
-
3,181


12.


Fixed asset investments





Other fixed asset investments

£



Cost or valuation


At 1 January 2024
252,327


Additions
1,775



At 31 December 2024
254,102




Page 23

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Debtors

2024
2023
£
£


Trade debtors
31,779
42,799

Amounts owed by group undertakings
16,477,477
7,407,569

Other debtors
145,711
134,412

Prepayments and accrued income
22,047
19,296

Deferred taxation
59,173
-

16,736,187
7,604,076



14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
11,148,241
14,371,439

11,148,241
14,371,439



15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
63,635
11,902

Amounts owed to group undertakings
-
1,081,417

Other taxation and social security
7,162
-

Other creditors
23,323,417
16,233,865

Accruals and deferred income
63,129
47,127

23,457,343
17,374,311


Other creditors includes title transfer funds under a Title Transfer Collateral Arrangement, and that a client agrees that full ownership of such monies is unconditionally transferred to the company. These funds would be immediately transferable back to the client on request. No interest is payable to the client for these funds.

Page 24

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Financial instruments

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
11,148,241
-




Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


17.


Deferred taxation




2024


£






At beginning of year
(604)


Charged to profit or loss
59,778



At end of year
59,174

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
59,173
(604)

59,173
(604)


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



5,000,000 (2023 - 5,000,000) Ordinary shares of £1.00 each
5,000,000
5,000,000



19.


Reserves

Profit and loss account

The profit and loss reserve is fully distributable.

Page 25

 
GC EXCHANGE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £5,680 (2023 - £5,119). contributions totalling £1,026 (2023 - refund totalling £717) were payable to the fund at the balance sheet date and are included in creditors.


21.


Commitments under operating leases

The Company had no commitments under non-cancellable operating leases at the reporting date.


22.


Related party transactions

The company is exempt from disclosing the details of transactions with other group companies as it is a wholly owned subsidiary.


23.


Controlling party

The immediate and ultimate parent of the company is GCEX Holding Limited, a company incorporated in England and Wales, which prepares consolidated financial statements. On the basis of these  consoldiated financial statements and as per paragraph 1.12 of FRS102, the company has taken advantage of certain disclosure exemptions, notably from preparing a Statement of Cash Flows. The ultimate controlling party is Lars Holst.

 
Page 26