1.
General Information
Mercury Foreign Exchange Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
06445887
. The registered office is Collingham House, 10-12 Gladstone Road, London, SW19 1QT.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2.
Going Concern Disclosure
The company has made a material working capital loan to Mercury Technology Lab Limited, a company under common control, and which became a wholly owned subsidiary after the year end. This loan is repayable on demand. It is anticipated the loan will be repaid from future licensing revenues derived from the exploitation of that company’s intellectual property, the amounts and timing of which are uncertain.
The directors, having considered the recoverability of the loan together with the availability of third party funding to meet the company’s day-to-day working capital requirements, continue to adopt the going concern basis in preparing the financial statements which assumes that the company will continue in operation for the foreseeable future.
2.3.
Turnover
Revenue from contracts with customers is the difference between the cost and selling price of currency (foreign currency margin), together with commissions on the sale and purchase of currencies. Revenue is recognised on execution of a client trade.
The company considers the overall margin on foreign currency deals with both its banks as well as its customers to contribute to the revenue of the company.
Other revenue from onboarding fees is recognised as delivered, and annual management fees are spread evenly across the year.
2.4.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Investments in crypto currency which are saleable on a cryptocurrency exchange are intially measured at fair value, with changes in fair value recognised in the profit and loss.
Investments in crypto currency which can not be traded are measured at cost less impairment.
2.5.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.6.
Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the profit for the period.
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.7.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.8.
Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.9.
Other operating income
The company receives bank interest on cash in its bank accounts. The company is licenced as an E-money firm, and as such, it is entitled to recognise client funds in E-Wallets, matched by funds in its bank accounts eheld for the cllient, subject to segregation and safeguarding regulations. It is further able to carry out payment services on behalf of its clients, holding these funds in its bank accounts for a period of time as the client carries out their payment services activities, which generally includes an FX transaction. As such, interest received on those client funds, ancillary to and held whilst the company carries out its primary operational activity, is not related to any investment or financing activity. Interest received is therefore treated as operating income given that is arises as a result of its primary operations.
2.10.
Share based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the binomial option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
3.
Turnover
The company's turnover in both the current and immediately preceeding financial year is derived from a single class.
In accordance with UKSI 2008/410, schedule 1, paragraph 68, the company has not disclosed an analysis of turnover by geographical market as the directors are of the opinion it would be seriously prejudicial to the interests of the company.
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
4.
Other Operating Income
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Other operating income |
|
|
|
| 49,351 | - | ||
5.
Operating (Loss)/profit
The operating (loss)/profit is stated after charging:
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Bad debts | 543 | - | |
6.
Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
| Other Services | |||
| Taxation compliance service |
|
|
|
| Other non-audit services |
|
|
|
| 2,575 | - | ||
7.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other pension costs |
|
|
|
|
|
|
||
8.
Average Number of Employees
Average number of employees, including directors, during the year was as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| Office and administration |
|
|
|
|
|
|
||
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
9.
Directors' remuneration
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
|
|
|
||
The number of directors to whom retirement benefits were accruing was as follows:
| 2024 | 2023 as restated |
||
|---|---|---|---|
| Money purchase pension schemes |
|
|
|
10.
Share-Based Payments
Number of share options
|
2024
|
2023
|
||
|
Number
|
Number
|
||
|
Outstanding at 1 January 2024
|
-
|
-
|
|
|
Granted
|
27
|
-
|
|
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
|
||
|
Outstanding at 31 December 2024
|
27
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
<line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
-
|
|
|
Exercisable at 31 December 2024
|
-
|
-
|
Weighted-average exercise price
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Outstanding at 1 January 2024
|
-
|
-
|
|
|
Granted
|
71.80
|
-
|
|
|
|
|
||
|
Outstanding at 31 December 2024
|
71.80
|
|
|
|
Exercisable at 31 December 2024
|
-
|
-
|
The company operates a share option scheme to motivate and retain its employees. All options outstanding at 31 December 2024 had an exercise price of £71.80 and a remaining contractual life of approximately 10 years.
The fair value of the options at the grant date was determined using the binomial option pricing model which is considered to apply the most appropriate valuation method due the nature of the conditions attaching to the options.
Liabilities and expenses
During the year, no share based payment expense was recognised on the grounds that such a charge would be immaterial.
11.
Interest Receivable and Similar Income
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Bank interest receivable |
|
|
|
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
12.
Interest Payable and Similar Charges
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Bank loans and overdrafts | - |
|
|
| Foreign exchange charges |
|
|
|
| Other finance charges |
|
|
|
| 23,860 | 158,529 | ||
13.
Tax on Profit
|
The tax charge on the (loss)/profit for the year was as follows:
|
|||||
| Tax Rate | 2024 | 2023 as restated |
|||
|---|---|---|---|---|---|
| 2024 | 2023 | £ | £ | ||
| Current tax | |||||
| UK Corporation Tax | 25.0% | 25.0% |
|
|
|
| Prior period adjustment |
|
|
|||
|
|
|
||||
| Total tax charge for the period |
|
|
|||
|
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the (loss)/profit and the standard rate of corporation tax as follows:
|
|||||
| 2024 | 2023 | ||||
| £ | £ | ||||
| Profit before tax | (577,413) | 354,786 | |||
| Tax on profit at 25% (UK standard rate) |
( |
|
|||
| Expenses not deductible for tax purposes |
|
|
|||
| Short term timing differences |
|
|
|||
| Prior period adjustment |
|
|
|||
| Deferred tax from unrecognised tax loss or credit |
|
|
|||
| Revenue exempt from taxation |
|
( |
|||
| Total tax charge for the period | - | 16,248 | |||
14.
Investments
| Other | |
|---|---|
| £ | |
| Cost | |
| As at 1 January 2024 |
|
| Revaluations |
|
| As at 31 December 2024 |
|
...CONTINUED
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
| Provision | |
| As at 1 January 2024 |
|
| As at 31 December 2024 |
|
| Net Book Value | |
| As at 31 December 2024 |
|
| As at 1 January 2024 |
|
15.
Debtors
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Other debtors | 602,879 | 1,072,037 | |
16.
Current Asset Investments
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Other investments, held for sale | - |
|
|
17.
Creditors: Amounts Falling Due Within One Year
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Trade creditors |
|
|
|
| Other loans |
|
|
|
| Amounts owed to participating interests |
|
|
|
| Other creditors | 40,777 | 14,404 | |
| Taxation and social security | 13,176 | 133,575 | |
| Accruals and deferred income | 63,688 | 68,400 | |
|
|
|
||
18.
Loans
An analysis of the maturity of loans is given below:
| 2024 | 2023 as restated |
||
|---|---|---|---|
| £ | £ | ||
| Amounts falling due within one year or on demand: | |||
| Other loans |
|
|
|
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
20.
Pension Commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £9,578 (2023: £8,301).
At the balance sheet date contributions of £6,570 (2023: £2,712) were due to the fund and are included in creditors.
21.
Directors Advances, Credits and Guarantees
Included within Debtors/(Creditors) are the following loans to/(from) directors:
| As at 1 January 2024 | Amounts advanced | Amounts repaid | Amounts written off | As at 31 December 2024 | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| Mr Alastair Constance |
|
|
|
- |
( |
| Mr Matthew Collins |
|
|
|
- |
( |
The above loans are unsecured, interest free and repayable on demand.
22.
Post Balance Sheet Events
On 4 July 2025, Mercury Foreign Exchange Limited completed the acquisition of 100% of the share capital of Mercury Technology Labs Limited, a company that developed the proprietary software used by Mercury Foreign Exchange Limited to execute currency transactions and cross-boarder payments for its customers. The acquisition provides Mercury Foreign Exchange Limited with full operational and strategic control over this critical software platform, enhancing the group's ability to innovate, scale, and integrate its payment solutions.
Although both entities were previously under common ownership, the transaction consolidates key technology assets within the new group structure. It also supports the group's strategic growth into e-money distribution (Banking as a Service - BaaS), where services are increasingly viewed and delivered as an integrated package.
As the acquisition occurred after the balance sheet date and reflects conditions that did not exist at that date, it is considered a non-adjusting post balance sheet event under FRS102. The transaction will be accounted for as a business combination in the next financial period.
Mercury Foreign Exchange Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
23.
Related Party Disclosures
During the year the company loaned monies to companies which were under common control:
Balance at 1 January 2024: £1,019,094
Amounts advanced: £172,981
Amounts repaid: (£166,552)
Revaluation of balance: (£21,139)
Amounts written off: (£411,818)
Balance at 31 December 2024: £592,564
The amounts due from related parties are included in other debtors. They are unsecured and will be cash settled.
24.
Exceptional Items
During the year an amount of £411,818 owed by Mercury Technology Lab Limited (a company under common control which became a wholly owned subsidiary after the year end) was forgiven and the cost shown as an exceptional item in the profit and loss account.
In the prior year an amount of £449,030 owed to an associated company was forgiven and the income shown as an exceptional item in the profit and loss account.
25.
Prior year adjustments
The comparative figures for the year ended 31 December 2023 have been restated to reflect a reclassification of certain income and expense items in order to present the financial statements more meaningfully and consistently.
Loan balances forgiven of £449,030 which were previously owed to other companies under common control and included within other operating income, have been reclassified and are now presented as an exceptional item.
Bank charges of £98,797 relating to client trading accounts, which were previously included within administrative expenses, have been reclassified to cost of sales to better reflect the nature of these costs.
Losses on on disposal of fixed assets and fixed asset investments, which were previously included within adminsitrative expenses, have been split out separately on the face of the profit and loss statement.
These adjustments have no impact on the previously reported profit for the year ended 31 December 2023 or on the net assets of the company at that date.
The restated comparative figures are as follows:
Statement of Comprehensive Income (extract) – year ended 31 December 2023:
|
Description
|
As previously stated £s
|
Adjustment £s
|
As restated £s
|
|
Other operating income
|
449,030
|
(449,030)
|
Nil
|
|
Exceptional items
|
Nil
|
449,030
|
449,030
|
|
Loss on disposal of fixed assets
|
Nil
|
(11,732)
|
(11,732)
|
|
Loss on disposal of fixed asset investments
|
Nil
|
(1,000)
|
(1,000)
|
|
Cost of sales
|
(91,109)
|
(98,797)
|
(189,906)
|
|
Administrative expenses
|
(586,745)
|
111,529
|
(475,216)
|
|
Profit before tax
|
354,786
|
354,786
|
There is no change to total comprehensive income for the year ended 31 December 2023 as a result of these reclassifications.