ACCOUNTS - Final Accounts preparation

Registered number: 09869279

TRANSFICC LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

TRANSFICC LIMITED

REGISTERED NUMBER:09869279

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	4		7,894,332		8,132,836
Tangible assets	5		356,550		466,700
			8,250,882		8,599,536
Current assets
Debtors: amounts falling due after more than one year	7	42,560		-
Debtors: amounts falling due within one year	7	1,771,270		1,993,040
Cash at bank and in hand	8	4,373,998		7,592,942
		6,187,828		9,585,982
Creditors: amounts falling due within one year	9	(2,139,037)		(2,303,781)
Net current assets			4,048,791		7,282,201
Total assets less current liabilities			12,299,673		15,881,737
Provisions for liabilities
Deferred tax			(739,559)		-
Other provisions		(72,000)		-
Net assets			11,488,114		15,881,737

Capital and reserves
Called up share capital		565	551
Share premium account	11	15,948,856	15,948,856
Foreign exchange reserve	11	(12,612)	(25,585)
Capital redemption reserve	11	5	5
Profit and loss account	11	(4,448,700)	(42,090)
		11,488,114	15,881,737

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TRANSFICC LIMITED

REGISTERED NUMBER:09869279

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2025.

Steven Toland

Director

The notes on pages 5 to 15 form part of these financial statements.

Page 2

TRANSFICC LIMITED

REGISTERED NUMBER:09869279

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	4		7,894,332		8,132,836
Tangible assets	5		356,550		466,700
Investments			7		7
			8,250,889		8,599,543
Current assets
Debtors: amounts falling due after more than one year	7	42,560		-
Debtors: amounts falling due within one year	7	2,458,852		2,538,583
Cash at bank and in hand	8	3,848,642		7,421,056
		6,350,054		9,959,639
Creditors: amounts falling due within one year		(1,876,093)		(2,209,964)
Net current assets	9		4,473,961		7,749,675
Total assets less current liabilities			12,724,850		16,349,218

Provisions for liabilities
Deferred taxation			(739,559)		-
Other provisions		(72,000)		-
Net assets			11,913,291		16,349,218

Capital and reserves
Called up share capital			565		551
Share premium account	11		15,948,856		15,948,856
Capital redemption reserve	11		5		5
Profit and loss account brought forward		399,807		2,056,951
Loss for the year		(4,435,942)		(1,657,145)
Profit and loss account carried forward			(4,036,135)		399,806
			11,913,291		16,349,218

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TRANSFICC LIMITED

REGISTERED NUMBER:09869279

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The Company has opted not to file the consolidated statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2025.

Steven Toland

Director

The notes on pages 5 to 15 form part of these financial statements.

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

TransFICC Limited is a private company limited by shares, incorporated in the United Kingdom under the companies Act 2006 and is registered in England and Wales. The registered office is Wework, 120 Moorgate, London, United Kingdom, EC2M 6UR.

2.Accounting policies

2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. Following year end a Series B funding round was concluded and the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and to meet its financial obligations as the fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group 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.

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives of 10 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

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

2.8

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.

2.9

Pensions

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

2.11

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:

Plant and machinery	-	25%	straight- line
Office equipment	-	25%	straight- line
Computer equipment	-	25%	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.

Page 8

TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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.

2.15

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.

2.16

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.

2.17

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.

2.18

Financial instruments

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

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

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

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.

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The average monthly number of employees, including directors, during the year was 37 (2023: 42).

4.	Intangible assets
	Group and Company

		Development expenditure
		£
	COST
	At 1 January 2024	11,112,161
	Additions - internal	2,364,156
	At 31 December 2024	13,476,317
	AMORTISATION
	At 1 January 2024	2,979,325
	Charge for the year on owned assets	1,346,699
	Impairment charge	1,255,961
	At 31 December 2024	5,581,985
	NET BOOK VALUE
	At 31 December 2024	7,894,332
	At 31 December 2023	8,132,836

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Tangible fixed assets
	Group and Company

	Plant and machinery	Office equipment	Computer equipment	Total
	£	£	£	£
COST OR VALUATION
At 1 January 2024	543,477	2,412	251,299	797,188
Additions	48,317	1,032	26,286	75,635
At 31 December 2024	591,794	3,444	277,585	872,823
DEPRECIATION
At 1 January 2024	209,294	1,154	120,040	330,488
Charge for the year on owned assets	131,062	675	54,048	185,785
At 31 December 2024	340,356	1,829	174,088	516,273
NET BOOK VALUE
At 31 December 2024	251,438	1,615	103,497	356,550
At 31 December 2023	334,183	1,258	131,259	466,700

6.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	COST OR VALUATION
	At 1 January 2024	7
	At 31 December 2024	7

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

TransFICC Inc

1209 N, Orange St, Wilmington DE 19801, United States

Ordinary

100%

7.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

DUE AFTER MORE THAN ONE YEAR
Due from participating interests	42,560	-	42,560	-
	42,560	-	42,560	-

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

DUE WITHIN ONE YEAR
Trade debtors	862,701	934,080	862,701	934,080
Amounts owed by group undertakings	-	-	688,645	555,568
Other debtors	163,825	138,554	163,825	138,554
Prepayments and accrued income	323,513	246,801	322,450	236,776
Tax recoverable	421,231	673,605	421,231	673,605
	1,771,270	1,993,040	2,458,852	2,538,583

8.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	4,373,998	7,592,942	3,848,642	7,421,056
	4,373,998	7,592,942	3,848,642	7,421,056

Page 13

TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	104,036	62,972	103,510	62,920
Other taxation and social security	245,002	236,681	242,672	236,681
Other creditors	38,794	36,295	38,794	36,295
Accruals and deferred income	1,751,205	1,967,833	1,491,117	1,874,068
	2,139,037	2,303,781	1,876,093	2,209,964

10.	Provisions
	Group and Company

		Provision
		£

	Charged to profit or loss	72,000
	AT 31 DECEMBER 2024	72,000

11.

Reserves

Share premium account

The amount of ordinary share capital contributed in excess of the nominal value of each Ordinary share.

Capital redemption reserve

Amounts invested in the company by its parent entity not in the form of Ordinary shares.

Foreign exchange reserve

Includes all current and prior period movements in foreign exchange balances on consolidation and conversion of foreign currency figures into the functional and presentational currency.

Profit and loss account

All other net gains and losses and transactions with owners not recognised elsewhere.

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TRANSFICC LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.

Share-based payments

The company operates an Enterprise Management Incentive scheme for 46 of its employees (2023: 46). Options are exerciseable after 4 years. As at 31 December 2024, the company has 1,352,259 options in issue to 46 of its employees. Options are exercisable £0.0001. During the year, 35,400 options were granted, 142,979 were exercised and 4,000 had lapsed.
The company also operates a Non- Qualified Stock Options scheme for 11 of its employees. Options are exercisable after 4 years. During the year, 5,000 (2023: 12,000) options were issued with an exercise price of £2.22 (2023: £2.12).
The Directors believe that the fair value of the options are not material and no share based payment charge has therefore been recognised in the financial statements.

13.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £186,917 (2023: £220,897) . Contributions totalling £38,794 (2023: £36,295) were payable to the fund at the reporting date and are included in creditors.

14.	Post balance sheet events

Following the year end, TransFICC Limited received £20.1 million following a funding round from their key investors.

15.	Controlling party

There is no ultimate controlling party.

16.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 10 September 2025 by Mark Munro FCA (Senior statutory auditor) on behalf of Bishop Fleming Audit Ltd.

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