REGISTERED NUMBER: 11099155 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

PALMPAY (UK) LIMITED

PREVIOUSLY KNOWN AS

TRANSSNET PAYMENT LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

M Arman

Y Chiou

REGISTERED OFFICE:

5 Merchant Square

London

W2 1AY

REGISTERED NUMBER:

11099155 (England and Wales)

AUDITORS:

Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

CHANGE OF NAME

The company passed a special resolution on 6 August 2025 changing its name from Transsnet Payment Limited to Palmpay (UK) Limited.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

M Arman

Y Chiou

Other changes in directors holding office are as follows:

C Ye - resigned 8 May 2024

GOING CONCERN

The group of which the company is a part of continues to raise additional funds and these are invested directly into the company's investments whilst they are in their development stage. As a result, all profits are reinvested in the activities of these companies and no dividends are paid. This situation will remain until the subsidiaries are self-sufficient.

The company has made a pre tax profit of £21k (2023: loss of £2,846k) in the current financial year but has a positive balance sheet position showing net assets of £33,204k (2023: £33,183k). Of the liabilities owed by the company as at 31 December 2024, £19,956k (2023: £18,584k) is owed to other group undertakings. The liability owed to the other group undertakings is included as a long term liability.

Therefore the company will be dependent on financial support from its immediate parent, Palmpay Digital Technology (Hong Kong) Limited, as well as its ultimate parent Shenzhen Transsion Investment Limited, a company registered in the People's Republic of China. Palmpay Digital Technology (Hong Kong) Limited has confirmed that it will provide financial support to the company until support is no longer required.

Considering the factors discussed above, the directors of the company believe that the going concern assumption has been appropriately applied to these financial statements.

DIRECTORS INTERESTS IN CONTRACTS OF SIGNIFICANCE

There were no contracts of significance to which the company was a party, and in which the director of the company had a material interest, whether directly or indirectly, subsisting at the the end of the year or at any time during the year.

DIRECTOR INDEMNITIES

The company has not made qualifying third party indemnity payments for the benefit of the director during the year.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors 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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Y Chiou - Director

12 September 2025

Opinion

We have audited the financial statements of Palmpay (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 101 'Reduced Disclosure Framework' (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 profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Emphasis of matter relating to going concern

Because of the support from its parent and its ultimate parent company, the directors believe that the going concern assumption has been appropriately applied to these financial statements. 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.

As noted in the Report of the Directors, the company has made a pre tax profit of £21k (2023: loss of £2,846k) in the current financial year but has a positive balance sheet position which shows net assets of £33,204k (2023: £33,183k). Of the liabilities owed by the company as at 31 December 2024, £19,956k (2023: £18,584k) is owed to other group undertakings.

Therefore the company will be dependent on financial support from its immediate parent, Palmpay Digital Technology (Hong Kong) Limited, as well as its ultimate parent Shenzhen Transsion Investment Limited, a company registered in the People's Republic of China.

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-

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 director and other management, and from our commercial knowledge and experience of the e-learning 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, taxation legislation and data protection, anti-bribery, employment, environmental 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 legal 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 enquiries of management as to where they considered there was susceptibility to fraud, their 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;

-

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;

-

reading the minutes of meetings of those charged with governance;

-

enquiring of management as to actual and potential litigation and claims; and

-

reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company’s legal advisors, where applicable.

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

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 a Report of the Auditors 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.

Christopher Morey (Senior Statutory Auditor)

for and on behalf of Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

12 September 2025

TURNOVER

538,578

-

Administrative expenses

(649,979

)

(635,450

)

OPERATING LOSS

(111,401

)

(635,450

)

Impairment loss on investment

4

-

(2,319,610

)

(111,401

)

(2,955,060

)

Interest receivable and similar income

142,343

118,348

30,942

(2,836,712

)

Interest payable and similar expenses

5

(9,533

)

(9,112

)

PROFIT/(LOSS) BEFORE TAXATION

6

21,409

(2,845,824

)

Tax on profit/(loss)

7

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

21,409

(2,845,824

)

PROFIT/(LOSS) FOR THE YEAR

21,409

(2,845,824

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR

21,409

(2,845,824

)

FIXED ASSETS

Investments

9

40,114,769

38,346,635

CURRENT ASSETS

Debtors

10

12,238,734

13,392,031

Cash at bank

827,762

28,481

13,066,496

13,420,512

CREDITORS

Amounts falling due within one year

11

(20,536

)

-

NET CURRENT ASSETS

13,045,960

13,420,512

TOTAL ASSETS LESS CURRENT LIABILITIES

53,160,729

51,767,147

CREDITORS

Amounts falling due after more than one year

12

(19,956,380

)

(18,584,207

)

NET ASSETS

33,204,349

33,182,940

CAPITAL AND RESERVES

Called up share capital

13

41,818,144

41,818,144

Retained earnings

14

(8,613,795

)

(8,635,204

)

SHAREHOLDERS' FUNDS

33,204,349

33,182,940

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

The financial statements were approved by the Board of Directors and authorised for issue on 12 September 2025 and were signed on its behalf by:

Y Chiou - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

41,818,144

(5,789,380

)

36,028,764

Changes in equity

Total comprehensive loss

-

(2,845,824

)

(2,845,824

)

Balance at 31 December 2023

41,818,144

(8,635,204

)

33,182,940

Changes in equity

Total comprehensive income

-

21,409

21,409

Balance at 31 December 2024

41,818,144

(8,613,795

)

33,204,349

1.	STATUTORY INFORMATION

Palmpay (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The functional currency of the company is the United States Dollar ($) and the presentational currency of the financial statements is the Pound Sterling (£). The reason the financial statements are presented in Pound Sterling (£) as opposed to the United States Dollar ($) is that the company is incorporated in the United Kingdom, with accounts filed with the UK registrar and hence the directors consider the presentation in £ to be more appropriate and more useful to users of the financial statements in the UK.

Monetary amounts in these financial statements are rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

For all periods up to and including the year ended 31 December 2020, the company prepared its financial statements in accordance with UK GAAP.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an assets carrying amount and the present value of estimated cash flows discounted at the assets original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax is recognised in respect of all timing differences that have been originated but not reversed at the Balance Sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probably that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Transactions and balances

Foreign currency transactions are translated into the presentational 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. Non-monetary items measured at fair value are measured using the exchange rate at the date of the transaction..

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

Employee benefit costs

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

The contributions are recognised as an expense the the Income Statements when they fall due. Amounts not paid are shown in accruals as a liability on the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Income

The company's primary source of income is management fees charged to the parent company for administrative and strategic services provided. Other sources of income includes interest received on loans made to companies within the group to which the entity belongs and dividend income received from investment companies.

Management fees are recognised in the period where the service is provided. The fees are charged in accordance with the intro-group service agreements, and revenue is is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably.

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

Dividend income is recognised when the dividends are declared.

Impairment policy

At each balance sheet date, the company reviews the carrying amount of its assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

Financial asset investments

Investments in subsidiaries are recognised at cost less accumulated impairment losses.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

200,205

307,433

Social security costs

24,750

38,908

Other pension costs

6,457

6,190

231,411

352,5321

The average number of employees during the year was as follows:

2024

2023

Employees

2

3

4.	EXCEPTIONAL ITEMS

2024

2023

£

£

Impairment loss on investment

-

(2,319,610

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Financial Handling Fee

9,533

9,112

6.	PROFIT/(LOSS) BEFORE TAXATION

The profit before taxation (2023 - loss before taxation) is stated after charging:

2024

2023

£

£

Auditors' remuneration

14,250

12,500

Foreign exchange differences

73,832

15,086

7.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

8.	DEPARTURE FROM ACCOUNTING STANDARD

In preparing the financial statements, the directors considered the application of accounting standards and in so doing, considered that the application of IAS 32, Financial Instruments would not give a true and fair view.

Palmpay (UK) Ltd has received substantial loans from companies within the group which are presented as non-current liabilities. These liabilities have not been discounted to net present value, as required by IAS 32, Financial Instruments. The directors consider this presentation to be true and fair due to the nature of the loans. There is no fixed repayment date for these loans.

9.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

38,346,635

Additions

1,768,134

At 31 December 2024

40,114,769

NET BOOK VALUE

At 31 December 2024

40,114,769

At 31 December 2023

38,346,635

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group

undertakings

12,006,733

13,129,385

Other debtors

232,001

262,646

12,238,734

13,392,031

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other creditors

20,536

-

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group

undertakings

19,956,380

18,584,207

19,956,380

18,584,207

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

53,838,257

Ordinary

0.70751786

41,818,144

41,818,144

The total number of shares issued is stated in USD terms and the 'nominal value' represents the exchange rate necessary to record the total share capital in GBP.

14.

RESERVES

Retained

earnings

£

At 1 January 2024

(8,635,204

)

Profit for the year

21,409

At 31 December 2024

(8,613,795

)

15.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Palmpay Digital Technology (Hong Kong) Limited, based in Hong Kong.

The ultimate controlling party is Shenzhen Transsion Investment Limited, which is registered in the People's Republic of China.

The consolidated financial statements of Shenzhen Transsion Investment Limited will be made up to 31 December 2024 and are available for inspection on request at Room 101, No. 24, Waijing Industrial Park, Fumin Community, Fucheng Street, Longhua District, Shenzhen, China.

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of disclosure exemptions, as permitted by FRS 101 "Reduced Disclosure Framework" and therefore is exempt from the requirements of paragraphs 17 of IAS 24, Related Party Disclosures and the requirements in IAS 24, Related Party Disclosures to disclose related party transactions entered into between two or more members of the group.

Palmpay (UK) Ltd has a controlling interest in Transsnet Payments Ghana Ltd. During the year, the company advanced £165,610 to Transsnet Payments Ghana Ltd, with the amounts owed to the company being £2,312,077 (2023: £2,146,466). The loan is repayable on demand but there is no fixed repayment date and no interest has been charged on the amounts outstanding.