REGISTERED NUMBER: 09603083 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements

for the Period 1 June 2024 to 31 December 2024

for

KEY CURRENCY LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mr C J Cooke

Mr J C Pinkney

Mr J S Pinkney

Mr A J Gibson

REGISTERED OFFICE:

42 Lytton Road

Barnet

Hertfordshire

EN5 5BY

REGISTERED NUMBER:

09603083 (England and Wales)

AUDITORS:

JLA (UK) Ltd

42 Lytton Road

Barnet

Hertfordshire

EN5 5BY

Fair review of the Company's business

The business maintained the growth shown in the short period for 2024 compared with the previous full 12 month period ending May 2024.

Principal risks and uncertainties

The major company risks and uncertainties result from the unpredictable nature of the business environment, including foreign fluctuation, and uncertainty in the economy.

Cyber and data security risks

The Company constantly monitors how it captures, holds and uses customer data to ensure that it is protected to the highest standards.

The Company has implemented security policies to manage data security risk, including disaster recovery planning and implemented various security policies throughout the organisation such as password security, firewalls, scheduled back-ups, and antivirus protection.

The Company is clear on how it uses customer data in its published privacy policy and has implemented internal policies to ensure data is used appropriately and any breaches are addressed in a thorough and timely manner.

Analysis using financial key performance indicators.

For financial period to 2024, the Company generated revenue of £11.1m, an slight increase of 16% on 2024 revenue, based on a like for like 7 ,month period. Expenditure decreased due largely to higher professional fees, and the company recorded a pre tax profit of £5.5m (2024: £7.7m for the year).

Cash held in the bank at the end of the year was £23.6m, an increase of £1m from 2024 balance of £22.7m, however, £20.6m (2024 - £20.6m) of the bank balance related to safeguarded balances, which represent the monies held on behalf of clients on active transactions.

The directors have made contributions to the Employee Ownership Trust of £3.2m during the year (2024: £249,550).

Future developments

The directors intend for the company to continue to trade profitably and to maintain and develop the company's reputation as a trusted and independent currency specialist.

ON BEHALF OF THE BOARD:

Mr A J Gibson - Director

24 September 2025

The directors present their report with the financial statements of the company for the period 1 June 2024 to 31 December 2024.

The financial statements are prepared for the 7 month period ending 31 December 2024, the previous years is prepared for the year ending 31 May 2024.

The year end was changed to align the company with other associated companies.

Due to the change in year end the comparatives will not be directly comparable.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of trading in foreign currency.

DIVIDENDS

No dividends will be distributed for the period ended 31 December 2024.

DIRECTORS

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

Mr C J Cooke

Mr J C Pinkney

Mr J S Pinkney

Mr A J Gibson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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). 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, JLA (UK) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A J Gibson - Director

24 September 2025

Opinion

We have audited the financial statements of Key Currency Limited (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 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 profit for the period 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 of 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.

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 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 Strategic Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities 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:

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 and engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and affect 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.

The 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 on 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 measures 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 controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions

- Assessed whether judgements and assumptions made in determining the accounting estimates that were

indicative of potential bias.

- Performed substantive testing on management expenses and 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;

- Enquiring of management as to actual and potential litigation and claims

- And reviewing available correspondence with HMRC and the company's legal advisors.

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 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.

Jeffrey Lermer (Senior Statutory Auditor)

for and on behalf of JLA (UK) Ltd

42 Lytton Road

Barnet

Hertfordshire

EN5 5BY

26 September 2025

TURNOVER

11,141,822

16,324,097

Cost of sales

2,611,724

3,856,544

GROSS PROFIT

8,530,098

12,467,553

Administrative expenses

3,067,973

4,742,516

OPERATING PROFIT

4

5,462,125

7,725,037

Interest receivable and similar income

-

18

5,462,125

7,725,055

Interest payable and similar expenses

5

3,232

-

PROFIT BEFORE TAXATION

5,458,893

7,725,055

Tax on profit

6

1,373,527

1,952,281

PROFIT FOR THE FINANCIAL PERIOD

4,085,366

5,772,774

PROFIT FOR THE PERIOD

4,085,366

5,772,774

OTHER COMPREHENSIVE INCOME

Distribution to EOT

(3,256,697

)

(245,990

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

(3,256,697

)

(245,990

)

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

828,669

5,526,784

FIXED ASSETS

Intangible assets

8

282

282

Tangible assets

9

7,370

8,357

Investments

10

37,638

39,448

45,290

48,087

CURRENT ASSETS

Debtors

11

806,442

728,868

Cash at bank

21,250,349

22,058,385

22,056,791

22,787,253

CREDITORS

Amounts falling due within one year

12

20,544,395

22,106,323

NET CURRENT ASSETS

1,512,396

680,930

TOTAL ASSETS LESS CURRENT LIABILITIES

1,557,686

729,017

CAPITAL AND RESERVES

Called up share capital

14

37,005

37,005

Retained earnings

1,520,681

692,012

SHAREHOLDERS' FUNDS

1,557,686

729,017

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2025 and were signed on its behalf by:

Mr A J Gibson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 June 2023

37,006

535,228

572,234

Changes in equity

Profit for the year

-

5,772,774

5,772,774

Distribution to EOT

-

(245,990

)

(245,990

)

Total comprehensive income

-

5,526,784

5,526,784

Dividends

-

(5,370,000

)

(5,370,000

)

Issue of share capital

(1

)

-

(1

)

Balance at 31 May 2024

37,005

692,012

729,017

Changes in equity

Profit for the period

-

4,085,366

4,085,366

Other comprehensive income

-

(3,256,697

)

(3,256,697

)

Total comprehensive income

-

828,669

828,669

Balance at 31 December 2024

37,005

1,520,681

1,557,686

Cash flows from operating activities

Cash generated from operations

1

3,886,042

3,382,047

Interest paid

(3,232

)

-

Tax paid

(1,368,218

)

(1,829,567

)

Net cash from operating activities

2,514,592

1,552,480

Cash flows from investing activities

Purchase of tangible fixed assets

(2,702

)

(3,389

)

Purchase of fixed asset investments

-

(36,306

)

Interest received

-

18

Net cash from investing activities

(2,702

)

(39,677

)

Cash flows from financing activities

Share issue

-

(1

)

Equity dividends paid

-

(5,370,000

)

Distribution to EOT

(3,256,697

)

(245,990

)

Investment in subsidiary

-

36,306

Inter-co balance movements

(63,229

)

-

Net cash from financing activities

(3,319,926

)

(5,579,685

)

Decrease in cash and cash equivalents

(808,036

)

(4,066,882

)

Cash and cash equivalents at beginning of period

2

22,058,385

26,125,267

Cash and cash equivalents at end of period

2

21,250,349

22,058,385

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Profit before taxation

5,458,893

7,725,055

Depreciation charges

3,689

7,354

Loss on revaluation of fixed assets

1,810

-

Finance costs

3,232

-

Finance income

-

(18

)

5,467,624

7,732,391

Increase in trade and other debtors

(76,261

)

(67,114

)

Decrease in trade and other creditors

(1,505,321

)

(4,283,230

)

Cash generated from operations

3,886,042

3,382,047

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2024

31.12.24

1.6.24

£

£

Cash and cash equivalents

21,250,349

22,058,385

Year ended 31 May 2024

31.5.24

1.6.23

£

£

Cash and cash equivalents

22,058,385

26,125,267

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.6.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

22,058,385

(808,036

)

21,250,349

22,058,385

(808,036

)

21,250,349

Total

22,058,385

(808,036

)

21,250,349

1.	STATUTORY INFORMATION

Key Currency 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 presentation currency of the financial statements is the Pound Sterling (£).

Financial statements are prepared to the nearest whole pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Turnover

Turnover represents net invoiced sales of services, excluding value added tax.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period 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.

Foreign currencies

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 of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Clients' money

Company hold temporary clients' deposit and these funds are held separately in the bank within safeguarded client accounts. These funds are recognised within cash at bank and have a corresponding credit balance under creditors due within 1 year.

3.	EMPLOYEES AND DIRECTORS

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Wages and salaries

2,202,025

3,096,321

Social security costs

279,219

422,697

Other pension costs

42,794

54,445

2,524,038

3,573,463

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

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

Management

3

41

Trading

21

-

Sales

17

-

Admin

11

-

52

41

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Directors' remuneration

15,918

27,288

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Other operating leases

23,412

18,838

Depreciation - owned assets

3,689

6,195

Development costs amortisation

-

1,159

Auditors' remuneration

14,400

18,030

Foreign exchange differences

3,173

(395

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Other interest

3,232

-

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Current tax:

UK corporation tax

1,373,527

1,952,281

Tax on profit

1,373,527

1,952,281

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.6.24

to

Year Ended

31.12.24

31.5.24

£

£

Profit before tax

5,458,893

7,725,055

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

1,364,723

1,931,264

Effects of:

Expenses not deductible for tax purposes

8,901

20,315

Depreciation in excess of capital allowances

247

702

Under / over charge in accounts to tax return

(344

)

-

Total tax charge

1,373,527

1,952,281

Tax effects relating to effects of other comprehensive income

1.6.24 to 31.12.24

Gross

Tax

Net

£

£

£

Distribution to EOT

(3,256,697

)

-

(3,256,697

)

31.5.24

Gross

Tax

Net

£

£

£

Distribution to EOT

(245,990

)

-

(245,990

)

7.

DIVIDENDS

31.12.25

1.05.234

£

£

Ordinary E Class share of 1p

-

1,790,000

Ordinary F Class share of 1p

-

1,790,000

Ordinary G Class share of 1p

-

1,790,000

-

5,370,000

=====

======

8.	INTANGIBLE FIXED ASSETS

Developm

costs

£

COST

At 1 June 2024

and 31 December 2024

5,792

AMORTISATION

At 1 June 2024

and 31 December 2024

5,510

NET BOOK VALUE

At 31 December 2024

282

At 31 May 2024

282