The directors present the strategic report for the year ended 31 December 2024.
Privalgo continues to strengthen its position as a trusted financial partner for international businesses with advanced financial operations. Our focus remains on supporting clients whose payment and FX needs extend beyond the capabilities of off-the-shelf platforms or traditional financial institutions.
In an industry landscape that remains both competitive and highly regulated, we have continued to invest in the infrastructure, expertise and relationships that enable us to deliver flexible, reliable, and intelligent financial solutions. These commitments have been reflected in the Group’s performance. Net Trading Revenue to April 2025 exceeded the current-year budget by 18%, and prior year actuals by 62%.
Notable areas of strategic focus include the following:
International expansion: To support the business’s long-term growth strategy, Privalgo has submitted a licensing application to the Dutch National Bank. Once approved, this will enable the Group to offer its services directly across the European Union. A dedicated leadership team, bringing together commercial and regulatory expertise, has been appointed to lead this expansion. They will be responsible for building a regional sales force based in Privalgo’s new Amsterdam office, designed to strengthen the company’s EU presence and better serve European clients.
Sales Transformation: Privalgo has significantly restructured its Sales function to increase transparency, improve performance, and raise client service levels. A proprietary Induction & Training Programme has been launched to support deeper product knowledge and commercial rigour across the team. Alongside this, a new operating structure has been introduced to provide clearer accountability, more consistent client support, and stronger alignment with the company’s long-term growth goals.
Risk & Compliance: The Group continues to invest significantly in the development of internal systems, controls and third-party integrations to manage risk exposure across both counterparties and clients. These investments support the ongoing expansion of our product set, particularly within the international payments vertical, and ensure we remain responsive to evolving regulatory demands.
Technological Advancements: A strategic investment was made at the start of the year to enhance the flexibility, scalability and resilience of our technology. This includes the transformation of our platform architecture from legacy systems into a modular, microservice-led structure, capable of supporting more rapid deployment, product customisation, and advanced risk-management capabilities. These improvements ensure we are well positioned to meet the increasingly complex and bespoke needs of our clients.
The Group monitors its progress by reference to a number of KPI's, including the following financial KPI's:
The results of the Group for the year, as set out in the profit and loss account, show a profit before tax for the year of £835,982 (2023: £2,343,070). Turnover was £15,486,751 (2023: £15,523,225) which reflects the strong performance of the business during the year.
Further financial KPI's include:
Total transaction value
Dec 24: £3,840,695,878
Dec 23: £2,263,431,474
Net trading income
Dec 24: £15,486,751
Dec 23: £15,523,225
Gross margin
Dec 24: 48.3%
Dec 23: 52.1%
EBITDA
Dec 24: -£1,451,604
Dec 23: £829,844
Net assets
Dec 24: £2,913,047
Dec 23: £3,240,547
It is worth noting that the Group is entering a pronounced scale-up phase as a result of the strongly positive traction it has established during the first five years of its operations. As it transitions into scale-up, EBITDA may reduce as a greater share of operating profits is reinvested into the business.
Operational risk
Operational risk is the risk of loss arising from failed or inadequate internal processes or systems, human error or other factors. The risk is managed by the directors who have responsibility for putting in place appropriate controls for the business. The Group makes use of external consultants where necessary to monitor the effectiveness of the controls.
Foreign exchange risk
The Group maintains bank accounts for the receipt and delivery of client funds. Trades with the broker counterparty are undertaken seamlessly in order to avoid any unnecessary exposure to foreign exchange market movements. No cash transactions are completed with the broker counterparty without the client funds first received.
Credit risk
Credit risk arises when a client fails to put forward the funds to complete their transacted foreign currency contracts. The Group mitigates this with a requirement for deposit down payments on certain clients and trades and making margin calls to clients to cover adverse currency movements on a market to market basis.
Liquidity risk
Liquidity risk arises from the management of working capital, where the Group is unable to meet its financial obligations when they fall due. This could occur in a situation where credit facilities have been overextended to clients who cannot meet their margin requirements with respect to their outstanding forward positions.
Future developments
The Group intends to sustain the levels of its investments into its technology platform and risk-management framework and accelerate its progress towards achieving a level of quality and functional capability that can be acknowledged as industry-leading. Indeed, the Group has already demonstrated exceptional capabilities within these key areas to its external stakeholders. This, coupled with our continued focus on delivering the highest-quality service to customers and counterparties, will continue to sustain current growth rates and result in a persistent and meaningful increase to our Group valuation over the next five years.
In the year ended 31 December 2024, the Group is classified as a low energy user as its total energy usage for the year to 31 December 2024 is below 40,000kWh. Therefore the Group is exempt from providing an energy and carbon report under section 20D(7a) of The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.
The directors of the Group are mindful of their responsibilities under section 172 of the Companies Act 2006 to promote the success of the business through operating in accordance with good corporate practice and with considered engagement with the Group's stakeholders.
At the year end, 80% of the Group's ultimate shareholders were also directors of the Group, and are therefore actively involved in all key decision-making.
The board of directors regularly review and identify other principal stakeholders of the business, and decisions in respect of the Group's activities are made only after reviewing, and discussing, the potential impact on those stakeholders.
The directors continue to foster open and constructive engagement with the employees of the business in order to fairly represent the views of the workforce in matters affecting their interests.
Furthermore, in terms of engagement with the Group's counterparty suppliers, the directors continue to actively monitor ethical standards, employment conditions and environmental issues to ensure that the wider business in compliant with global standards.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
As the group 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.
As permitted by s.414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
We have audited the financial statements of Privalgo Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
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 group's and parent 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
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;
we identified the laws and regulations applicable to the company through discussions with the directors and other management, and from our commercial knowledge and experience of the sector;
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, applicable Financial Services and Markets Act 2000 (FSMA 2000) legislation, taxation legislation, employment and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting correspondence; and
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:
making enquires of management as to where they considered there was susceptibility to fraud, either knowledge of actual, suspected and alleged fraud; and
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:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates 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 were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
inspecting legal documentation for indications of non-compliance with laws and regulations; and
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 director 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: 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2023 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Privalgo Holdings Ltd (“the company”) is a private limited company limited by shares incorporated in England and Wales. The registered office is 5th & 6th Floor, 16 Eastcheap, London, England, EC3M 1BD.
The group consists of Privalgo Holdings Ltd and all of its subsidiaries.
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 consolidated group financial statements consist of the financial statements of the parent company Privalgo Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Control is presumed to exist when the parent owns 50% or more of the voting power of an entity or controls that entity by virtue of and agreement with other investors which give control of the financial and operating policies of the entity. When these conditions are met the Group accounts for that entity as a subsidiary.
For the company, its subsidiaries were acquired by virtue of share for share exchanges. All conditions per FRS 102 section 19 paragraph 27 were met and therefore merger accounting has been used to consolidate the subsidiaries. To that end, these financial statements consolidate both the current and prior year trading activities and balance sheet positions of the subsidiaries as if they have always existed as a group.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover comprises foreign exchange income and transaction charge income.
Foreign exchange income is recognised based on the difference between the values the company can buy and sell the foreign currency for in respect of spot contracts, forward contracts, options, contract for differences and non-deliverable forwards, together with any premiums received for providing these contracts.
The following criteria must be met before turnover is recognised.
Turnover is recognised after receiving the client's authorisation to undertake the currency transaction for immediate or forward delivery, and after the transaction has been processed and internally verified by the Company.
Where the Company enters into contracts for forward deliver of foreign currency with its clients, the Company also enters into separate matched forward contracts with its brokers.
Where contracts for forward deliver are open at the year end, the balance of contracts due from the client at maturity is included in debtors and the corresponding liability within the Company's brokers is included creditors.
Transaction charge income is recognised upon the processing and transmitting of payment services and financial transactions.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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 group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including trade and other creditors, 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax expense for the year comprises current and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, 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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Functional and presentation currency
The Company's functional and presentational currency is Sterling (£).
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 year 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 nonmonetary 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 year-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 and all other
foreign exchange gains and losses are presented in the profit and loss account within 'profit or loss on foreign exchange' within administrative expenses.
Interest income
Interest income is recognised in profit or loss using the effective interest method.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
All turnover arose within the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Computer software represents a platform that allows the group's customers to carry out foreign currency transfers and forward exchange transactions. The asset has a remaining amortisation period of approximately 5 years.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Included in trade creditors shown above are amounts held by the Group in segregated accounts on behalf of clients as Electronic Money Institution balances totalling £87,949,857 (2023: £63,482,119).
Amounts shown above in other loans accrue interest at a rate of 25% per annum and are unsecured.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 60 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Directors and key management personnel remuneration is disclosed in note 7 to the financial statements.
The group made payments to directors of £181,847 (2023: £569,604). The group accrued interest at a rate of 2.5% on payments made to directors of £6,402 (2023: £11,393). The group made sales to directors generating turnover of of £nil (2023: £11,836) for the group. These sales were at arm's length and were fully settled in the year. The group received payments of £303,807 (2023: £561,159) from directors. The group paid expenses on behalf of the directors totalling £Nil (2023: £2,886) and the directors paid expenses on behalf of the group totalling £Nil (2023: £30,212). At the period end, the directors owed the group £329,139 (2023: £440,198). These balances were all repaid within 9 months of the balance sheet date.
The group accrued interest payable and loan arrangement fees to entities under the control of directors totalling £289,317 (2023: £289,318) and made payments of £4486,701 (2023: £409,811) to entities under the control or significant influence of directors. The group paid expenses of £Nil (2023: £3,787) and accrued partner commissions payable of £106,656 (2023: £82,778) on behalf of entities under the control or significant influence of directors. At the year end, the group owed entities under the control or significant influence of directors £1,012,023 (2023: £1,022,751).
Company
The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group. At the year end, Privalgo Holdings Limited owed £300,993 (2023 - £nil) to its subsidiary company. These amounts are unsecured, interest free and repayable on demand.