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

Founded in 2016, TrueLayer Limited is a leading open banking payments network. We power smarter, safer and faster online payments by combining real-time bank payments with financial and identity data. Businesses big and small use our products to onboard new users, accept money and make payouts in seconds, and at scale. Trusted by millions of consumers and hundreds of companies, our mission is to change the way the world pays.

The business holds an Electronic Money Institution ("EMI") licence in the UK.

2024 was another strong year for TrueLayer Limited revenue growth, with revenue increasing 47% to £17,632,133 (2023: £11,969,806), while gross profit grew 43% to £14,556,065 (2023: £10,153,005).

And it’s not just merchants - consumer demand is also accelerating. Almost 30 million Pay by Bank payments are made every month in the UK. Nearly 2 in 3 shoppers feel comfortable using Pay by Bank for online purchases, and 23% already use it regularly. Among consumers making lower-value purchases (under £50), 62% are happy to use Pay by Bank, which signals a breakthrough in everyday spend categories like takeaways, fashion, tickets, and retail.

During 2024 and early 2025 the group closely monitored the continued uncertainty in the global macroeconomic outlook. In response to inflationary pressures, interest rate changes and market turbulence, the group continued to strengthen its liquidity stress testing procedures and diversify its banking partners. It remains adequately resourced to adapt as required.

Pay by Bank is a lower cost and more efficient payment method than traditional payment incumbents. The company sees an opportunity to support merchants through periods of macroeconomic volatility and deliver better business and consumer outcomes for its customers.

The Directors continue to monitor the current and future economic outlook as part of its business planning and will continue to adapt and pivot to ensure TrueLayer Limited is positioned for long-term success.

Principal risks and uncertainties

The process of risk identification and management is addressed through a framework of policies and internal controls. All policies are subject to continued review and iteration by management. Compliance with regulation, legal and ethical standards is the foremost priority for the group and an appropriate governance structure is in place to monitor this. The Directors consider that the principal risks and uncertainties faced by the Company are in the following categories.

Compliance & Regulatory risk

TrueLayer Limited operates in a highly regulated industry. The Company is regulated by the FCA. Dedicated resources are in place to ensure continued and ongoing compliance with regulatory requirements. These include, but are not limited to, governance requirements, capital and liquidity requirements, consumer protection and anti-financial crime requirements.

Cyber risk

The company is mindful of the risk of operational disruption, customer detriment, financial loss and/or reputational damage arising from cyber-attacks that may result in unauthorised access, or denial of access to its systems and information. Taking into consideration the very recent and public cyber-attacks happening elsewhere, the company continues to actively manage this risk through a range of controls including, but not limited to, system monitoring and alerts, staff awareness training, customer support, and incident management guidelines.

Financial management & treasury risk

Financial management risks are monitored by the preparation of regular cash flow forecasts which review liquidity, credit and other financial requirements. The company has prepared detailed plans covering the next 12 months of trading. The plan is updated on a regular basis as and when new information becomes available.

TrueLayer Limited manages treasury and counterparty risk by employing detailed policies and procedures which include, but are not limited to, the diversification of cash on hand and on deposit across a number of top tier corporate banking partners. The directors have financial reporting procedures in place to manage credit, liquidity, and other financial risk.

Under Section 172 of the Companies Act 2006, the directors are required to act in a manner that promotes the long-term success of the company and take into account the interests of Truelayer's stakeholders in their decision making, the Board considers a number of matters in this regard, including:

• the likely consequences of any decision in the long term;

• the interests of the company’s employees;

• the need to foster the company's business relationships with suppliers, customers and others;

• the impact of the company's operations on the community and the environment;

• the desirability of the company's maintaining a reputation for high standards of business conduct; and

• the need to act fairly between members of the company.

In doing so, the directors, both individually and together, confirm that they have acted in good faith, in the way which they consider would be most likely to promote the success of the Company for the benefit of its stakeholders, and in doing so, have fulfilled their duty accordingly, and as outlined below:

• Likely consequence of any decision in the long term: As the board of directors, we behave responsibly and ensure that senior management operate the business in a responsible manner. Management achieves this through the deployment of decision making frameworks which ensure alignment to the company’s long term strategic objectives and goals. In addition, the Board of Directors seek to ensure that TrueLayer maintains the high standards of business conduct which the board of directors has set out for the company. The board monitors adherence to these standards through attendance at regular internal management and committee meetings.

• As the board of directors, we are committed to open engagement with our investors. It is of vital importance to us that our investors understand and align with our strategy and long term goals. We ensure there is consensus and agreement with our strategy by way of clear and concise communication. We welcome and encourage feedback from our investors and ensure that any issues or concerns raised, are properly considered and factored into the strategy of the company. Through strategic scaling efforts, we successfully renegotiated our Cost of Sales and slightly decreased our administrative expenses compared to the 2022 financial year. Our strategic business plan is aligned with the rest of the group and our performance is monitored on a monthly basis against this plan.

• Interest of our Employees: Our employees are considered paramount to the success of our company, and are a vital component to the services we provide to our customers. Our aim is to be a responsible employer, and we achieve this through our approach to pay and benefits, supported by our Compensation Philosophy, and annualised Gender Pay Gap reporting. In addition, the company’s policy is to consult and discuss with employees matters which may likely impact or affect their interests. This is achieved through company wide meetings held on a monthly basis.

• Community and Environment: At TrueLayer we take pride in being an active member of our community. We engage and support our communities through participation (employees are encouraged to take advantage of an annual paid volunteer day), and charitable giving to Career Accelerator Programmes and other community fundraising activities.

• Business Relationships with Customers, Suppliers and Others: As we continue to scale our business, the company’s focus is to build and maintain our business relationships. Value People is our most important company value and we strongly believe in a culture of collaboration. At TrueLayer, we value each and every one of our customers and suppliers and we maintain these relationships through regular engagement and communication. TrueLayer is committed to dealing with Customers and Suppliers in a fair and ethical fashion. It is important for firms such as TrueLayer to engage openly with regulators, particularly in the current climate. We actively engage with and provide timely information to all our regulators, including the Financial Conduct Authority and Central Bank of Ireland.

• Principal Decisions/Risks & Uncertainties: As our services provided grow, our risk environment also becomes more complex. Therefore, it is important that TrueLayer effectively identify, evaluate, manage and mitigate for the risks the company faces. For details of our Principal Risks & uncertainties, and strategic decision making in the period please defer to our Strategic Report.

On behalf of the board

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

Founded in 2016, TrueLayer is Europe’s largest and fastest growing Pay by Bank payments network. We power smarter, safer and faster online payments across the UK and EU by combining real-time bank payments with financial and identity data. Businesses use our products to onboard new users, accept payments and make payouts in seconds, and at scale. Our customers include industry leaders like Revolut, Ryanair and Just Eat Takeaway. Trusted by millions of consumers and hundreds of companies, our mission is to change the way the world pays.

The company has a branch established in Italy.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2023: £nil).

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year, subject to the conditions set out in Section 234 of the Companies Act 2006. These provisions remain in force at the reporting date.

Liquidity risk has been managed through careful monitoring to ensure the company has sufficient liquidity available to meet forecast cash flows.

The primary risk arises from the recovery of trade debtors. Management of this risk is on-going. Steps include credit checks of new customers.

Cashflow risk

The company manages cash flow risk by ensuring cash balances are maintained at a level sufficient to fund its daily operations.

The company continues to invest in the development of its platform.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The company's policy is to consult and discuss with employees, through meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through company wide meetings which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

There have been no significant events affecting the company since the year end.

In accordance with section 467(2) of the Companies Act 2006, the auditor Ernst & Young Chartered Accountants who were appointed during the period, will continue in office in accordance with section 485 of the Companies Act 2006.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium size companies exemption.

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

Notwithstanding the loss for the year of £41,243,098, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. 

The company has prepared detailed forecasts of its future working capital requirements which indicate that it will have sufficient cash resources. Further the directors have received a letter of support from the ultimate parent company, TrueLayer Group Holdings Limited. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.   

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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.

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

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of TrueLayer Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the balance sheet, the Statement of Changes in Equity and the related notes 1 to 24, 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 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 company's ability to continue as a going concern for a period of 12 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are the Payment Service Regulations 2017 and the Electronic Money Regulations 2011 by the Financial Conduct Authority and Companies Act 2006 in the United Kingdom.

• We understood how Truelayer Limited is complying with those frameworks by making inquiries of key management, and those responsible for legal and compliance matters. We also reviewed correspondence between the company and regulatory bodies; reviewed minutes of the Board; and gained an understanding of the company’s governance framework.

• We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by holding discussions with key management. We also reviewed the company’s fraud-related policies.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved inquiring of key management, reviewing the key policies and reviewing correspondence exchanged with regulatory bodies.

A further description of our responsibilities for the audit of the financial statements is located 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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

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

TrueLayer Limited is a private company limited by shares incorporated in England and Wales. The registered office is Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX.

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 GBP (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: The disclosure requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b), and 12.29A;

• Section 26 ‘Share based Payment’: Share based payment arrangements required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of TrueLayer Group Holdings Limited. These consolidated financial statements are available from Companies House (https://find-and-update.company-information.service.gov.uk/).

Notwithstanding the loss for the year of £42,937,277, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. 

The company has prepared detailed forecasts of its future working capital requirements which indicate that it will have sufficient cash resources. Further the directors have received a letter of support from the ultimate parent company, TrueLayer Group Holdings Limited. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis.   

Turnover is recognised at the fair value of the consideration received or receivable for services provided to customers in the normal course of business, and is shown net of VAT and other sales related taxes. Turnover also includes intercompany revenue from TrueLayer group companies for inter-group outsourcing services provided by the company.

Revenue from customers are recognised monthly based on the contracted agreed fee.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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

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

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

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

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

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

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

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

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

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

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

The 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 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 company’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 when the company has 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.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The company's ultimate parent company operates an equity-settled share-based scheme in which some of the company's employees participate. The company awards share options to employees to acquire shares in its ultimate parent company.

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 either the fair value of the services received or the Black-Scholes model if that fair value cannot be estimated reliably. 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 as a capital contribution.

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.

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 leases asset are consumed.

Transactions in currencies other GBP (£) are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Estimation and judgement is required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the award's terms, the risk-free interest rate and the expected volatility of the market price of the shares in the company.

In determining whether there are any circumstances regarding a customer's inability to meet its financial obligation and whether a provision is required against the debt, the directors consider factors such as potential prevailing economic conditions in the industry and their potential impact on customers.

An analysis of the company's turnover is as follows:

Revenue is generated both from the company's principal activity and recharges to group.

The company has chosen not to disclose revenue by geographical market as they believe this to be seriously prejudicial to the company's business interests.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 3).

The company has estimated tax losses of £163m (2023: £140m) to use against future trading profits. A deferred tax asset on these losses has not been recognised as there is currently insufficient evidence that the company will generate sufficient profits in the near future to utilise them.

Amounts owed by other group undertakings are unsecured, non-interest bearing and repayable on demand.

VAT recoverable relates to VAT amounts due from HMRC and Italian tax authorities.

Accruals and deferred income are made up of general operating expense accruals, deferred rent accruals for properties in the UK and Italy, employee vacation accruals and commission accruals.

Amounts owed to other group undertakings are unsecured, non-interest bearing and repayable on demand.

The company is required to vacate buildings occupied under operating leases in good repair at the end of the lease. Provision has been made for the estimated cost of this.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company participates in a group share based payment plan, and recognises and measures its share based payment expense using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method.

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

Further details of the calculation can be found in the financial statements of Truelayer Group Holding Limited.

Ordinary Shares: Each holder of Ordinary Shares has the right to receive notice of and to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions of the company. Ordinary Shares shall rank pari passu with other shares in issue in the company as respects dividends and distributions of capital (including on a winding up).

During the year the company issued 70 Ordinary shares of $0.000001 at an average price of $644,500 per share.

Share premium accounts includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

The capital contribution relates to accumulated share based payment charges which are equity settled by the company's parent company.

Profit and loss reserves represents accumulated comprehensive deficit for the year and prior periods less any dividends paid.

The company's bankers have a fixed charge over certain bank accounts held by the company.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

All material information has been reflected in the financial statements as at the balance sheet date, and there have been no subsequent events that would materially affect the financial position or performance of the company.

All transactions recorded in the period with related entities are shown in notes 12 & 13. The company has taken advantage of the exemption under paragraph 33.1A of FRS 102 not to disclose transactions with fellow owned subsidiaries of Truelayer Group Holdings Limited.

The company is a wholly owned subsidiary of Truelayer (Jersey) Limited, a company incorporated in Jersey whose registered office address is 22 Grenville Street, St Helier, Jersey JE4 8PX.

The ultimate parent company is Truelayer Group Holdings Limited, a company registered in England, whose registered office address is Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX

The smallest and largest group within which the company's financial statements are consolidated are those of Truelayer Group Holdings Limited. A copy of the consolidated financial statements can be obtained from group's registered office: Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX

The company safeguards merchant funds in accordance with the Payment Services Regulations 2018. As at 31 December 2024, the company held £14.5m in accounts at financial institutions (2023: £11.8m). These funds are held in segregated safeguarded accounts in the name of the company's merchants. These balances are not recorded on the Balance Sheet.