REGISTERED NUMBER: 11296604 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Steven FS Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

Mr N G Kundnani

A Rahman

REGISTERED OFFICE:

142 Central Street

Clerkenwell

London

EC1V 8AR

REGISTERED NUMBER:

11296604 (England and Wales)

AUDITORS:

Ardor Business Solutions Limited

Statutory Auditors

Chartered Certified Accountants

Unit 1

Shrine Barn

Sandling Road

Hythe

Kent

CT21 4HE

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

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

Ms A K Gillett - resigned 14 March 2024

Mr N G Kundnani - appointed 2 January 2024

A Rahman - appointed 2 February 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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). 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Ardor Business Solutions 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:

A Rahman - Director

30 September 2025

Opinion

We have audited the financial statements of Steven FS Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 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 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 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 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 Statement of Directors' Responsibilities set out on page two, 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:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Officers and other management (as required by auditing standards).

We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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.

Bryan Michael Kemsley FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of Ardor Business Solutions Limited

Statutory Auditors

Chartered Certified Accountants

Unit 1

Shrine Barn

Sandling Road

Hythe

Kent

CT21 4HE

30 September 2025

TURNOVER

-

-

Administrative expenses

3,460,789

201,203

OPERATING LOSS

5

(3,460,789

)

(201,203

)

Amounts no longer payable

6

2,794,956

-

(6,255,745

)

(201,203

)

Amounts written off investments

7

3,969,450

-

(10,225,195

)

(201,203

)

Interest payable and similar expenses

8

44,325

-

LOSS BEFORE TAXATION

(10,269,520

)

(201,203

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(10,269,520

)

(201,203

)

LOSS FOR THE YEAR

(10,269,520

)

(201,203

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(10,269,520

)

(201,203

)

FIXED ASSETS

Tangible assets

10

1,061

-

Investments

11

1,600,000

418,193

1,601,061

418,193

CURRENT ASSETS

Debtors

12

5,552,625

10,421,588

Cash at bank

351,845

4,455,684

5,904,470

14,877,272

CREDITORS

Amounts falling due within one year

13

3,522,341

8,013,739

NET CURRENT ASSETS

2,382,129

6,863,533

TOTAL ASSETS LESS CURRENT LIABILITIES

3,983,190

7,281,726

CREDITORS

Amounts falling due after more than one year

14

6,970,984

-

NET (LIABILITIES)/ASSETS

(2,987,794

)

7,281,726

CAPITAL AND RESERVES

Called up share capital

15

1

1

Share premium

16

8,891,005

8,891,005

Other reserves

16

200,000

200,000

Retained earnings

16

(12,078,800

)

(1,809,280

)

SHAREHOLDERS' FUNDS

(2,987,794

)

7,281,726

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

A Rahman - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2023

1

(1,608,077

)

8,890,866

200,000

7,482,790

Changes in equity

Issue of share capital

-

-

139

-

139

Total comprehensive income

-

(201,203

)

-

-

(201,203

)

Balance at 31 December 2023

1

(1,809,280

)

8,891,005

200,000

7,281,726

Changes in equity

Total comprehensive income

-

(10,269,520

)

-

-

(10,269,520

)

Balance at 31 December 2024

1

(12,078,800

)

8,891,005

200,000

(2,987,794

)

Cash flows from operating activities

Cash generated from operations

1

(4,237,498

)

3,933,729

Interest paid

(44,325

)

-

Net cash from operating activities

(4,281,823

)

3,933,729

Cash flows from investing activities

Purchase of tangible fixed assets

(1,583

)

-

Purchase of fixed asset investments

(1,500,000

)

-

Sale of fixed asset investments

35,000

-

Net cash from investing activities

(1,466,583

)

-

Cash flows from financing activities

Amount introduced by directors

1,644,567

-

Amount withdrawn by directors

-

(7,187

)

Share issue

-

139

Net cash from financing activities

1,644,567

(7,048

)

(Decrease)/increase in cash and cash equivalents

(4,103,839

)

3,926,681

Cash and cash equivalents at beginning of year

2

4,455,684

529,003

Cash and cash equivalents at end of year

2

351,845

4,455,684

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

31/12/24

31/12/23

£

£

Loss before taxation

(10,269,520

)

(201,203

)

Depreciation charges

522

-

Owed by group undertakings

(1,462,314

)

(858,670

)

Owed to group undertakings

(200,000

)

(29,310

)

Impairment of investments

283,193

-

Finance costs

44,325

-

(11,603,794

)

(1,089,183

)

Decrease/(increase) in trade and other debtors

6,331,277

(2,637,833

)

Increase in trade and other creditors

1,035,019

7,660,745

Cash generated from operations

(4,237,498

)

3,933,729

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

351,845

4,455,684

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

4,455,684

529,003

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

4,455,684

(4,103,839

)

351,845

4,455,684

(4,103,839

)

351,845

Total

4,455,684

(4,103,839

)

351,845

1.	STATUTORY INFORMATION

Steven FS 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 (£).

Amounts are rounded to the nearest Pound Sterling.

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The Company maintains its working capital requirements through the financial support of a director. The directors consider that this financial support will continue and that therefore the financial statements should be prepared on a going concern basis. The financial statements do not include any adjustments that may be required should this financial support no longer continue.

Preparation of consolidated financial statements

The financial statements contain information about Steven FS Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Tangible fixed assets

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

Computer equipment

-

straight line over 3 years

Investments in subsidiaries

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

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.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

- at fair value with changes recognised in the Statement of comprehensive income if the shares

are publicly traded or their fair value can otherwise be measured reliably;

- at cost less impairment for all other investments.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 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 the timing difference.

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

4.	EMPLOYEES AND DIRECTORS

31/12/24

31/12/23

£

£

Wages and salaries

1,044,249

-

Social security costs

88,185

-

Other pension costs

24,423

-

1,156,857

-

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

31/12/24

31/12/23

Administration

1

-

Compliance

2

-

Finance

2

-

FinCrime

10

-

IT

6

-

Legal

2

-

Operations

4

-

27

-

31/12/24

31/12/23

£

£

Directors' remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

31/12/24

31/12/23

£

£

Hire of plant and machinery

1,076

-

Other operating leases

254

-

Depreciation - owned assets

522

-

Auditors' remuneration

3,600

5,139

Foreign exchange differences

2,983

34,903

6.	EXCEPTIONAL ITEMS

31/12/24

31/12/23

£

£

Amounts no longer payable

(2,794,956

)

-

7.

AMOUNTS WRITTEN OFF INVESTMENTS

31/12/24

31/12/23

£

£

Amounts written off investments

3,969,450

-

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

31/12/24

31/12/23

£

£

Loan interest

44,325

-

9.

TAXATION

Analysis of the tax charge

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

10.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

Additions

1,583

At 31 December 2024

1,583

DEPRECIATION

Charge for year

522

At 31 December 2024

522

NET BOOK VALUE

At 31 December 2024

1,061

11.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST

At 1 January 2024

283,193

35,000

318,193

Additions

1,500,000

-

1,500,000

Disposals

-

(35,000

)

(35,000

)

Impairments

(183,193

)

-

(183,193

)

At 31 December 2024

1,600,000

-

1,600,000

NET BOOK VALUE

At 31 December 2024

1,600,000

-

1,600,000

At 31 December 2023

283,193

35,000

318,193

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Blackthorn Finance Limited

Registered office: 74 Back Church Lane, Unit 8, London, E1 1LX.

Nature of business: Financial intermediation

%

Class of shares:

holding

Ordinary

100.00

31/12/24

31/12/23

£

£

Aggregate capital and reserves

-

1,632,508

Loss for the year

-

(1,370,084

)

On 29 August 2024 a Special Resolution was passed to voluntarily wind the Company up. A copy of the Resolution was lodged with the Registrar of Companies on 09 September 2025.

STVN Cards Limited (formerly known as Blackthorn Card Services Limited

Registered office: 74 Back Church Lane, Unit 8, London, E1 1LX.

Nature of business: Financial intermediation

%

Class of shares:

holding

Ordinary

100.00

30.9.24

30.9.23

£

£

Aggregate capital and reserves

(116,030

)

(104,217

)

Loss for the year

(11,813

)

(24,220

)

WeSwap.com Limited (previously known as MK Fintech Limited)

Registered office: 74 Back Church Lane, Unit 8, London, E1 1LX.

Nature of business: Financial intermediation

%

Class of shares:

holding

Ordinary

100.00

31/12/24

31/12/23

£

£

Aggregate capital and reserves

(2,400

)

19,948

Loss for the year

(22,348

)

(192,888

)

At the date of the approval of these financial statements, a proposal to strike off WeSwap.com Limited (previously known as MK Fintech Limited) has been lodged with the Registrar of Companies and remains active.

In addition to these the following wholly owned subsidiaries exist:

- STVN Cards Limited - Jurisdiction: UK (Registration number 12865482).

- STVN Finance Limited - Jurisdiction: Hong Kong (Registration number: 3028657)

- Blackthorn Pay Inc - Jurisdiction: Canada (Registration number: BC 1334854)

- Steven AB - Jurisdiction: Stockholm (Registration number 559026-5673)

- Steven International Managing Office Limited - Jurisdiction: UAE (Registration number: In Progress)