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

In previous years the principal business activities of the Company were its Discretionary Currency Debt Management Services and the provision of Global Macroeconomic and Currency Risk Management products and services to institutional investors, corporates, family offices and UHNW individuals.

However, as previously reported, on 1 November 2021, the High Court held that the Company’s Claims against entities with the HSBC Group for breach of contract and fraud in relation to their handling and execution of the Company’s substantial foreign exchange stop-loss and market orders from 2004 to 2006.were time barred. Notwithstanding HSBC admitting some twenty counts of fraud and theft, the Company was nonetheless ordered by the Court to pay HSBC’s costs on an indemnity basis and, on 13 December 2021, the Company was required to make a payment-on-account of $11.0 million. The Company had previously procured £5.0 million in ATE Insurance together with an additional £2.5 million deposit placed in escrow as security for costs and which were paid in December 2021 pursuant to the payment-on-account Order. However the Company was unable to pay a $1.0 million balance of the payment on account.

As a consequence, the Company’s financial resources became seriously constrained and in 2022 The Board decided to wind down and cease its normal trading operations. In March 2022, the Company closed its Discretionary Currency Debt Management Programme and shortly after closed its branch operation in Abu Dhabi.

In April 2022 HSBC parties applied to the High Court for an order requiring the Company’s principal litigation funding provider, Therium Litigation Finance Atlas AFP IC (“Therium”), to be held jointly and severally liable with the Company for costs. On 24 June 2022, the Court ruled in favour of HSBC and ordered Therium to pay the $1.0 million balance of the aforementioned payment on account.

The Company remains effectively “mothballed”, however the directors are of the opinion that there is significant potential revenue from third party claims in the future and it is in the interest of creditors for the company to continue to operate.

Other Litigation

As previously reported, the Company in 2020 became an automatic participant in two competing multi-billion pound UK collective action/antitrust proceedings (COPs) for aggregate damages brought before London’s Competition Appeal Tribunal (CAT) against a number of major banks for foreign exchange cartel/market rigging claims (ie, the Michael O’Higgins PCR and the Phillip Evans PCR, respectively).

It is notable that the banks in question had been fined over €1.0 bn by the EU Competition Commission in 2019 for related FX market infringements between 2007 and 2013, in addition to the multi-billion pounds fines levied by both UK, US and other regulatory and law enforcement authorities for criminal misconduct that occurred within their FX operations during this period.

It is common ground that the Company routinely placed some of the FX market’s largest stop-loss orders during this time period, the precise type of orders which were cited by the EU Commission, the UK FCA, the US CFTC and DOJ, amongst other international regulators and law enforcement agencies, as being the subject of serious and regular criminal misconduct.

The CAT handed down a judgement on 31 March 2022 which certified the collective proceedings on an ‘opt-in’ basis only. On 4 October 2022 the CAT granted the parties permission to appeal its judgment.

On 25 July 2023 the Court of Appeal ruled that Mr Evans' claims should proceed on an opt-out basis for UK domiciled class members, overruling the CAT’s earlier decision to limit the claims to ‘opt-in’ proceedings. The court also confirmed the CAT’s decision that Mr Evans should have carriage of the claims.

On 12 February 2024, the CAT made an order granting Mr Evans’ applications to amend his CPO application to include new claims based on two additional decisions by the European Commission and to two further banking groups, HSBC and Credit Suisse, who are addressees of those decisions, to the claim.  

The Tribunal ordered that certain other applications will be determined at a future hearing (yet to be set).  

On 17 April 2024 the Supreme Court granted the banks permission to appeal the Court of Appeal's judgement.

The Company intends to monitor the Evans case developments closely and to consult with its insolvency practitioner in order to determine the best way forward for the Company and all its creditors and stakeholders.

Currency market risk

At present, the Company is not exposed to such risk due to limited activities undertaken

Exposure to price, credit and liquidity risk

Due to the reduction in trading activities, the Company’s risks are not significant to impact its operation or existence

Creditor payments

The Company settles invoices in accordance with the terms of the suppliers’ own conditions unless mutually agreed otherwise.

The company's key financial indicators were:

On behalf of the board

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

Prior to 2022 the principal activity of the company was managing currency and global macro mandates on behalf of clients. During 2022 the company closed its discretionary debt management programme and closed its branch operation in Abu Dhabi. There was no trading activity during 2023 and 2024.

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

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid.

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

ZMS Solutions Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently;

• make judgements 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; and

• 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.

We have audited the financial statements of The ECU Group Public Limited Company (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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

Material uncertainty related to going concern

In forming our opinion on the financial statement, we have considered the adequacy of the disclosure made in note 1.2 to the financial statements concerning the company's ability to continue as a going concern. The company's principal source of finance is the cash injection from directors and shareholders. The company has significant unsecured debts and at the date of this report no finance has been put in place to settle this obligation. This indicates the existence of a material uncertainty which may cast significant doubt on the company's ability to continue as going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern. We consider that this matter should be drawn to your attention but our opinion is not qualified.

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• 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.

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.

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

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• 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.

• Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

• Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

• Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.

• Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas; posting of unusual journals.

• Obtaining understanding of the legal and regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations we considered in this context included UK Companies Act, tax legislation,data protection, anti-bribery, employment and health and safety.

To address the risk of fraud through management bias and override of controls, we:

• Performed analytical procedures to identify any unusual or unexpected relationships.

• Audited the risk of management override of controls, including through testing journal entries for appropriateness

• Assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

• 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 are not limited to:

• Agreeing financial statements disclosures to underlying supporting documentation.

• Reviewing minutes of meetings of those charged with governance.

• Enquiring of management as to actual and potential litigation claims.

• Reviewing correspondence with HMRC.

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 19 form part of these financial statements.

The ECU Group Public Limited Company is a private company limited by shares incorporated in England and Wales. The registered office is 17 Shirwell Crescent, Furzton Lake, Milton Keynes, MK4 1GA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statement have been prepared on a going concern basis, not withstanding the fact that at the balance sheet date the company's liabilities exceed its total assets by £8,321,228 (2023: £8,041,332) the validity of which is dependent on the board's future plans.true

The directors are of the opinion that there is significant potential revenue from third party claims in the future and it is in the interest of creditors for the company to continue to operate.

Turnover is stated net of value added tax and is recognised in accordance with signed agreement with the company's clients.

Revenue from contracts for the provision of professional services is recognised by reference percentages agreed in accordance with signed agreement. Income is recognised monthly based on agreed rates and yearly based on performance level and charged at agreed rate.

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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.

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

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

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

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

The bonds represent two distinct 5 year Corporate Bonds. The first bond instrument constituting up to £2,000,000 0.75% Class 1 Fixed Rate Unsecured Bonds 2022 of the Company (the 'Class 1 Bond'), has been fully subscribed for, allocated and issued.

The second bond instrument constitutes up to £2,500,000 3.85% Class 2 Fixed Rate Unsecured Bonds 2022 of the Company (the 'Class 2 Bonds'), of which £2,485,000 has been subscribed for, allocated and issued.

Both classes of ordinary shares are ranked pari passu in all respects and any reference in the articles to an 'ordinary share' shall be to an 'A' Ordinary share of £0.80 and/or to a 'B' Ordinary share of £0.20.

The Preference shares are entitles to a 3% non-cumulative cash dividend, payable quarterly before any dividend on Ordinary shares. In any distribution of assets in the event of a winding up, the paid up amount of the Preference shares (£3,000,000) will be reimbursed ahead of any payment in respect of the Ordinary shares. Preference shares carry no voting rights.

The company incurred interest on the issue of Class 1 Bonds of £15,000 (2023: £6,250) to Michael Petley.

The company incurred interest on the issue of Class 2 Bonds of £8,855 (2023: £8,855) to David Robinson and £6,718 (2023: £6,718) to Michael Petley.

These amounts have not been paid and are included within creditors in the financial statements.