REGISTERED NUMBER: 12431685 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 January 2025

for

Finthesis Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Income Statement

11

Other Comprehensive Income

12

Balance Sheet

13

Statement of Changes in Equity

14

Cash Flow Statement

15

Notes to the Cash Flow Statement

16

Notes to the Financial Statements

17

DIRECTORS:

G M Stein

Ms Y Nikulina

REGISTERED OFFICE:

2-4 Eastern Road

Imperial Offices

Romford

Essex

RM1 3PJ

REGISTERED NUMBER:

12431685 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mary E Ryan

AUDITORS:

Ark Accountancy Limited

Chartered Certified Accountant &

Statutory Auditor

56-58 High Street

Ewell

Epsom

Surrey

KT17 1RW

The directors present their strategic report for the year ended 31 January 2025.

REVIEW OF BUSINESS

The principal activity of the company is to provide payment services. The Company is authorised and regulated by the Financial Conduct Authority (FCA) in the UK.

Key Performance Indicators:

The operating environment improved rapidly throughout the year. The Company has recorded a profit of £110,419 after tax.

Shareholders' funds increased from £21,408 at the start of the year to £131,827 at 31/01/2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The process of risk management is addressed through a framework of policies, procedures and internal controls. Compliance with regulations, legal and ethical standards is a priority for the Company. A detailed analysis of risks applicable is set out below.

Financial Risks:

- Liquidity Risk: The Company needs to ensure it has sufficient liquidity to meet capital requirements. The Company maintains appropriate liquidity buffers and closely monitors liquidity positions.

- Credit Risk: No credit is given to any customers.

- Currency Risk: The company deals with multiple currencies; exchange rate fluctuations can impact the value of the Company's position. The Company closely monitors the fluctuations to ensure that conversion of currency takes place at the most suitable rates to minimise exposure.

Operational Risks:

- Technology and IT Risks: The Company is potentially exposed to system failures, cyberattacks, and technical glitches which in principle can disrupt operations. However, the Company invests in robust IT infrastructure, cybersecurity measures, and disaster recovery plans, as well as period third party audits of its systems.

- Fraud and Security Risks: To mitigate the risk of fraudulent activities, such as unauthorised access or transaction fraud, the Company implements strong authentication protocols and fraud detection systems.

Compliance and Regulatory Risks:

- AML and KYC Compliance: Non-compliance with anti-money laundering and know-your-customer regulations can lead to legal actions and reputational damage. Thus, the Company has established robust AML and KYC procedures, it conducts thorough customer due diligence and keeps updated on regulatory changes.

- Data Privacy: Mishandling customer data can result in regulatory penalties and loss of customer trust. The Company adheres to data protection regulations, encrypts sensitive data, and implements privacy safeguards.

- Regulatory Changes: The Company stays informed about regulatory developments, engages with regulators, and adapts compliance processes accordingly.

Market and Competitive Risks::

- The Company continuously monitors market trends, innovates to stay competitive, and diversifies services if necessary.

The Company prioritises risk identification, assessment, and the development of tailored strategies to manage and mitigate each specific risk it faces.

SECTION 172(1) STATEMENT

In accordance with section 414CZA of the Companies Act 2006, the directors confirm that, during the financial year ended 31 January 2025, they have acted in a way they consider most likely to promote the success of the company for the benefit of its members, while having regard to the matters set out in section 172(1)(a)-(f).

In doing so, the directors have considered:

- Long-term sustainability and regulatory compliance.

- Employee development, well-being, and equal opportunities.

- Constructive engagement with suppliers, partners, and customers.

- Environmental impact and community considerations.

- Ethical conduct and robust governance.

- Fair treatment of members in significant decisions.

The company has voluntarily considered climate-related financial disclosures in line with section 414CB(2A) of the Companies Act 2006. Key aspects are:

- Governance: The board oversees climate-related risks and opportunities, integrating them into overall strategy.

- Risk management: Climate-related risks and opportunities are identified, assessed, and managed through established risk management processes.

- Principal risks and opportunities: These relate mainly to operational sustainability and resource efficiency and are assessed over short- and medium-term horizons.

- Impact and resilience: Climate-related risks have limited direct financial impact but are considered in strategic planning. The company's business model has been evaluated under different climate scenarios and deemed resilient.

- Targets and performance: Initiatives include reducing paper usage, improving energy efficiency, and promoting remote/hybrid working.

-Key performance indicators (KPIs): Metrics track progress against targets, including paper usage reduction, energy consumption, and adoption of remote working practices.

Where policies in specific areas are not pursued, a clear explanation is provided. The directors remain committed to reviewing and enhancing climate-related practices as part of ongoing strategic planning.

FUTURE DEVELOPMENTS

Future developments include expanding the payment services offered to its clients.

ON BEHALF OF THE BOARD:

Ms Y Nikulina - Director

24 September 2025

The directors present their report with the financial statements of the company for the year ended 31 January 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of other information technology services in the fintech industry

DIRECTORS

G M Stein has held office during the whole of the period from 1 February 2024 to the date of this report.

Other changes in directors holding office are as follows:

D Sadovenko - resigned 11 October 2024

Ms Y Nikulina - appointed 11 October 2024

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 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, Ark Accountancy 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:

Ms Y Nikulina - Director

24 September 2025

Opinion

We have audited the financial statements of Finthesis Ltd (the 'company') for the year ended 31 January 2025 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 January 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

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; 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 five, 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 ensured that the engagement team collectively had the appropriate competence,

capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and

other management, and from our knowledge and experience of the sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the

financial statements or the operations of the company, including the Companies Act 2006, taxation

legislation and data protection, anti-bribery, employment and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making

enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained

alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining

an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their

knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and

regulations.

To address the risk of fraud through management bias and override of controls, we - performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

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

indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures

which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations

are from the 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 trustees and other management and the inspection of regulatory and legal correspondence, if any.

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.

Mary E Ryan (Senior Statutory Auditor)

for and on behalf of Ark Accountancy Limited

Chartered Certified Accountant &

Statutory Auditor

56-58 High Street

Ewell

Epsom

Surrey

KT17 1RW

26 September 2025

TURNOVER

2,007,825

268,452

Cost of sales

1,582,521

84,475

GROSS PROFIT

425,304

183,977

Administrative expenses

314,957

167,945

110,347

16,032

Other operating income

72

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

110,419

16,032

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

110,419

16,032

PROFIT FOR THE YEAR

110,419

16,032

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

110,419

16,032

FIXED ASSETS

Intangible assets

6

7,610

13,681

Tangible assets

7

3,607

538

11,217

14,219

CURRENT ASSETS

Debtors

8

222,562

156,632

Cash at bank

697,216

148,828

919,778

305,460

CREDITORS

Amounts falling due within one year

9

799,168

298,271

NET CURRENT ASSETS

120,610

7,189

TOTAL ASSETS LESS CURRENT LIABILITIES

131,827

21,408

CAPITAL AND RESERVES

Called up share capital

10

150,000

150,000

Retained earnings

11

(18,173

)

(128,592

)

SHAREHOLDERS' FUNDS

131,827

21,408

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:

Ms Y Nikulina - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2023

150,000

(144,624

)

5,376

Changes in equity

Total comprehensive income

-

16,032

16,032

Balance at 31 January 2024

150,000

(128,592

)

21,408

Changes in equity

Total comprehensive income

-

110,419

110,419

Balance at 31 January 2025

150,000

(18,173

)

131,827

Cash flows from operating activities

Cash generated from operations

1

638,999

(93,860

)

Net cash from operating activities

638,999

(93,860

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(8,748

)

Purchase of tangible fixed assets

(3,458

)

-

Net cash from investing activities

(3,458

)

(8,748

)

Cash flows from financing activities

Amount introduced by directors

148,399

235,552

Amount withdrawn by directors

(235,552

)

(183,308

)

Net cash from financing activities

(87,153

)

52,244

Increase/(decrease) in cash and cash equivalents

548,388

(50,364

)

Cash and cash equivalents at beginning of year

2

148,828

199,192

Cash and cash equivalents at end of year

2

697,216

148,828

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

31.1.25

31.1.24

£

£

Profit before taxation

110,419

16,032

Depreciation charges

6,460

3,446

116,879

19,478

Increase in trade and other debtors

(65,930

)

(156,632

)

Increase in trade and other creditors

588,050

43,294

Cash generated from operations

638,999

(93,860

)

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:

Year ended 31 January 2025

31.1.25

1.2.24

£

£

Cash and cash equivalents

697,216

148,828

Year ended 31 January 2024

31.1.24

1.2.23

£

£

Cash and cash equivalents

148,828

199,192

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.2.24

Cash flow

At 31.1.25

£

£

£

Net cash

Cash at bank

148,828

548,388

697,216

148,828

548,388

697,216

Total

148,828

548,388

697,216

1.	STATUTORY INFORMATION

Finthesis Ltd 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.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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.

Patents and licences are being amortised evenly over their estimated useful life of four years.

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

-

33% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in 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.

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.

3.	EMPLOYEES AND DIRECTORS

31.1.25

31.1.24

£

£

Wages and salaries

76,336

9,000

Social security costs

-

196

76,336

9,196

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

31.1.25

31.1.24

Director

1

1

Staff

1

-

2

1

31.1.25

31.1.24

£

£

Directors' remuneration

69,333

9,000

4.	OPERATING PROFIT

The operating profit is stated after charging:

31.1.25

31.1.24

£

£

Other operating leases

39,544

5,279

Depreciation - owned assets

389

674

Patents and licences amortisation

6,071

2,772

Auditors' remuneration

11,400

7,920

Foreign exchange differences

5,641

9,542

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 January 2025 nor for the year ended 31 January 2024.

6.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 February 2024

and 31 January 2025

18,379

AMORTISATION

At 1 February 2024

4,698

Amortisation for year

6,071

At 31 January 2025

10,769

NET BOOK VALUE

At 31 January 2025

7,610

At 31 January 2024

13,681

7.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 February 2024

2,020

Additions

3,458

At 31 January 2025

5,478

DEPRECIATION

At 1 February 2024

1,482

Charge for year

389

At 31 January 2025

1,871

NET BOOK VALUE

At 31 January 2025

3,607

At 31 January 2024

538

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.1.25

31.1.24

£

£

Trade debtors

212,640

154,195

Other debtors

-

2,437

Prepayments

9,922

-

222,562

156,632

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.1.25

31.1.24

£

£

Trade creditors

632,500

52,853

Social security and other taxes

(151

)

(75

)

Other creditors

7,187

5,621

Directors' current accounts

-

235,552

Directors' loan accounts

148,399

-

Accrued expenses

11,233

4,320

799,168

298,271

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.1.25

31.1.24

value:

£

£

150,000

Ordinary

£1

150,000

150,000

11.

RESERVES

Retained

earnings

£

At 1 February 2024

(128,592

)

Profit for the year

110,419

At 31 January 2025

(18,173

)

12.	RELATED PARTY DISCLOSURES

£148 was paid to one director for expenses incurred (2024 £472).