The Board of Directors present their review of the activities of the Company for the year ended 31 October 2024. The Directors, in preparing this strategic report have complied with s414C of the Companies Act 2006

The Company provides payment services related to processing electronic transactions and facilitating payments between parties, acting as an intermediary between merchants, consumers, banks, and other corporate institutions.  The Company is authorised and regulated by the Financial Conduct Authority (FCA) under the Payment Services Regulations (Firm Reference Number: 504346). The Company operates mainly from its UK offices in London but provides services globally. Additionally, the Company offers deliverable Foreign Exchange Services outside PSR regulations. The Company’s offerings are service orientated, streamlined propositions which are typically cheaper services than banks offer.

In addition, the Company also provides commercial hedging solutions, providing deliverable FX to shield client’s businesses from currency volatility. Through this offering, the Company’s clients can mitigate their currency risks, ensuring stability and sustainability in client operations.

The Company also provides a mass payment service solution which facilitates global transactions, offering efficient and cost-effective solutions for disbursing funds across borders. Cost cutting technology and seamless integration capabilities enable hassle-free mass payments, facilitating smoother transactions and enhancing operational efficiency.

The Company accepts payments from and to its customers primarily through bank transfers, offering clients the infrastructure and technology necessary to securely process these transactions.  After processing payments, the Company administers the settlement process, ensuring that funds are transferred from and to the client's account in a timely manner by facilitating the movement of funds between banks, liquidity providers, firm and clients involved in the transaction. 

The Company throughout the 18-month period invested significantly across the business, focusing on technology upgrades, improved infrastructure and enhancing client services functions to ensure that clients continue to receive a very high level of service. This period of transformation has seen improvements and enhancements across operations, finance, middle office, reconciliations, compliance and legal which have resulted in greater efficiencies in client onboarding journeys, faster transaction speeds, a more efficient payment experience and improved operational resilience. A large part of the investment program has been the hiring of new experienced employees across all functions. To support increased staffing levels, the Company moved into new, larger offices in St Pauls, London. The investment program has allowed the Company to continue building on its strong brand and grow its established position within the industry. This strategy has been fully supported by the Board and the Company has continual support from its Parent Company through this phase of development and growth.

In September 2024 the Group, including the Company, was acquired by Valiant FX Bidco Limited. The Directors are confident that this change in ownership brings the capital and strategic alignment required for the Company and Group to scale both in the UK and globally. The new ownership has already invested significantly into the infrastructure of the business and further shareholder investment is planned, both in terms of financial support as well as strategic experience, to improve operations and increase revenue particularly through existing relationships in the investment sector.

This period has been affected by the sale of the Group with short term cost increases incurred to facilitate the transaction. These costs are considered one-off exceptional items and will not be recurring future costs. The underlying revenues of the business were not adversely affected by the transaction, although significant Executive focus was dedicated to ensuring the successful completion of the transaction.

Reflecting the transition to new ownership, turnover for the Company was marginally lower compared to the prior year when pro-rated for a 12-month period (2024: £59.5m, 12-month pro-rated 2024: £39.7m, 2023: £40.7m). Exceptional costs in the year driven primarily by the settlement of a historical liability claim and legal and professional costs associated with the sale transaction, resulted in an overall loss for the period of £6.4m compared to a profit of £2.4m in 2023. Despite this, the number of transactions in the period on a pro-rated basis increased by 23%. Similarly, the Company was again able to transact over £10bn of transaction volume over the period with no material operational resilience issues. It is pleasing that the Company is able to achieve these consistent levels of operational performance without compromising the high level of client service that the Company’s reputation has been built on.

During the year, the net assets of the Company increasing significantly to £5.9m from £1.1m in 2023, driven mainly by capital issued from the Parent entity. This capital has allowed the Company to invest and the outlook for the next financial year is to continue to take advantage of the efficiencies gained from this investment whilst also providing clients with an even greater transaction experience following migration of the Company’s service onto a new enhanced platform.

Employees

The Company’s employees remain fundamental to the achievement of its strategic objectives and successful delivery of its business plan.  In addition to being a responsible employer in respect to pay and benefits, the Company continues to engage with employees to ascertain which training and development opportunities should be made available to improve productivity and individual employees’ potential within the business.

Clients, suppliers and others

The Directors believe that understanding the needs and requirements of its client base is an essential component to a successful business. As such, the Company aims to maintain strong relationship management and a high level of engagement with clients. Client satisfaction is monitored through client experience reports and ratings which in turn helps inform decision making. Similarly, maintaining strong relationships with the Company’s suppliers and other stakeholders (including banking, liquidity and technology partners) contributes to the high level of service that the Company can offer clients.

Environment and Community

The Directors take sustainability and environmental responsibility very seriously and have in place diversity and inclusion policies to encourage a culture of fairness and equality. The Company supports several local community initiatives and has actively supported employees in undertaking charitable endeavours close to their hearts. The Company has also introduced an employee electric car scheme to support carbon emission reduction.

Governance and regulation

The Directors operate the business in a responsible manner and are committed to ensuring that relevant policies, procedures and frameworks are in place to foster a culture of high ethical standards covering compliance and corporate governance. These policies include areas such as GDPR, terrorist financing, anti-money laundering and safeguarding. Employees are expected to act within a set of common values that are designed to bring transparency, trust, respect and a level of conduct that allows the Company to thrive in a highly regulated industry.

The risk environment is characterised as the failure to deliver services clients require in a compliant manner. The Company’s risk framework approach is through a three lines of defence model, with responsibility for risk spread throughout the business. The first line of defence is assumed at an operating level. The second line is focused on the monitoring and control of risk and is undertaken by the risk committee, risk management function and the compliance function. The responsibility for the third line of defence sits with the Board itself since it has statutory and regulatory duties to ensure that all internal controls are appropriate and functioning adequately. The main risk areas identified by the Directors are summarised below:

Liquidity risk: This risk arises if the Company fails to meet its payment obligations as they fall due. This risk is mitigated by cashflow modelling to ensure that there is sufficient liquidity to meet its forward-looking obligations and needs. The Company actively monitors its liquidity by maintaining adequate liquid assets and closely monitoring cash absorption. The Company maintains a recovery plan which has identified a number of leading indicators for risks or threats and a series of corrective steps that could deliver liquidity to the Company should it be required.

Credit risk: This risk arises if a counterparty, whether a financial institution or a client, defaults on their contractual obligation to the Company resulting in financial losses. Whilst financial counterparty credit risk is inherent to the business model the Company operates, the Company mitigates the risk by only using institutions with good credit ratings and is actively working on continual improvements to its counterparty concentration policy. In respect of client credit risk, the Company ensures that it maintains sufficient cash collateral to mitigate the risk of financial loss as a result of default. The Directors acknowledge that the risk of clients defaulting is increased during periods of high volatility and therefore has heightened monitoring in place. The processes and procedures in place reduce credit risk to a low level.

Operational risk: This risk arises as a direct or indirect loss resulting from inadequate planning, control, policies and/or procedures. These risks can be affected by technology, employees and other external factors. The Company has developed and tested bespoke transaction, reconciliation and reporting systems to ensure that all policies and procedures are line with regulations and that these systems allow the business to increase efficiencies as well as mitigate risk.

Financial/FX risk: This risk arises through the provision of foreign exchange services and the associated currency fluctuations that may occur. All client transactions with the Company are managed with a one-for-one FX transaction with the Company’s liquidity providers. For forward transactions, collateral/margin is requested from clients at the point of execution and then managed and monitored for exchange rate movements throughout the life cycle of the transaction.

Internal control risk: This risk arises from the potential gaps or weaknesses in any system of internal controls that permits error or fraud to occur and potentially cause losses to the Company. This risk is mitigated by ensuring that policies and procedures are comprehensive and clearly documented and adherence is periodically tested.

Regulatory risk: This risk arises if the Company does not comply with the range of regulations and its license obligations. The Company is exposed to law and regulation changes in several areas including tax treatment, reporting and disclosure requirements, consumer duty and financial promotions and the risk becomes heightened as the Company expands its regulatory footprint. The Company continues to make significant investment in its compliance and risk functions to address these risks, primarily through technology, systems and personnel with extensive knowledge of the regulatory environment that the Company operates in. The Directors believe that its in house professional teams and external advisors ensure that the Company addresses regulatory issues before they can crystallise into risk to the Company.

The Directors are responsible for promoting the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies 2006:

1. the likely consequences of any decision in the long term,

2. the interests of the company’s employees

3. the need to foster the company's business relationships with suppliers, customers and others,

4. the impact of the company's operations on the community and the environment,

5. the desirability of the company maintaining a reputation for high standards of business conduct, and 

6. the need to act fairly as between members of the company.

The Directors, acknowledge their duties to promote the success of the Company and ensure wider engagement with stakeholders. The Directors meet regularly with the Company’s Executive Committee in order to fulfil these duties external advice is sought where necessary. The Directors have also ensured that the governance framework in place adequately delegates decision making to the most appropriate employees of the Company

The Directors believe that treating the Company’s counterparties with integrity, transparency and respect is key to fostering strong, long lasting relationships. Enhancing the Company’s reputation through dedicated client support, care and fair treatment is a core Company objective. Good client relationships are essential to the Company’s success. Operational efficiencies and improvements are an integral part of the Company’s strategy and contribute to these objectives.

The Company remains committed to being a responsible organisation. The behavioural expectations of the Company’s employees, clients, shareholders, as well as the community that it acts in are all considered during material decision making. The link between the Company’s values and success is closely associated and the Company is invested in ensuring that its collective values of integrity, excellence, collaboration, passion, personalisation and accountability are instilled throughout the business, this in turn will contribute to the Company achieving its strategic objectives.

On behalf of the board

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.

The directors present their annual report and financial statements for the period ended 31 October 2024.

GC Partners has been a trading name of Global Currency Exchange Network Limited since 2018.

The results for the period are set out on page 12.

No dividends were paid or declared in the period and the directors do not recommend the payment of a dividend.

The directors who held office during the period and up to the date of signature of the financial statements (except where indicated below) were as follows:

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the company has not consumed more than 60,000 kWh of energy in this reporting period, it qualifies as a low-energy user under the SECR regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of:

- Review of the business and future developments

- Key performance Indicators

- Principal risks and uncertainties

- Financial risk management objectives and policies

- Information on how the directors have had regard to employee interests and the need to foster the company's business relationships with suppliers, creditors and others

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.

We have audited the financial statements of Global Currency Exchange Network Limited (the 'company') for the period ended 31 October 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 October 2024 and of its loss 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 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 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 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 period 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

The notes on pages 17 to 33 form part of these financial statements.

Nature of and reason for the change

During the period ended 31 October 2024, the Company changed its revenue recognition policy for deliverable foreign exchange spot and forward transactions. Revenue is now recognised on trade execution and measured as the net spread between the client rate and the rate obtained from liquidity providers, in accordance with FRS 102 Section 23. Management considers the new policy more reliable and more relevant because it reflects the point at which pricing is fixed and the customer is contractually committed. Previously, revenue on forward contracts was recognised following receipt of the minimum margin deposit and matching with the currency supplier, and certain fees were recognised at maturity.

Transition and basis of restatement

The change has been applied retrospectively in accordance with FRS 102 Section 10. Comparative information has been restated, and the opening balance at 1 May 2022 has been adjusted through retained earnings.

Quantitative impact of the restatement

Profit and loss account – year ended 30 April 2023

Balance sheet – as at 30 April 2023

There is no impact on cash flows. The revised revenue recognition accounting policy is presented in Note 2 Accounting policies.

Global Currency Exchange Network Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, One New Change, London, United Kingdom, EC4M 9AF.

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 except for the valuation of forward foreign exchange contracts which are not being held at fair value and are accounted for as described in the financial instruments note.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The financial statements of the company are consolidated in the financial statements of GC Partners Group Limited. These consolidated financial statements are available from its registered office , 6th Floor, One New Change, London, England, EC4M 9AF.

The company has adequate financial resources and a sizeable established client base generating revenue across a range of currencies and clients. true

The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future and will be able to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

These financial statements have been prepared for an extended accounting period of 18 months, covering the period from 1 May 2023 to 31 October 2024. The extension from the standard 12-month reporting period was made to align the timing of a significant acquisition with the start of a new financial year, which was considered commercially beneficial for integration and strategic planning purposes. As a result, the comparative figures presented relate to the 12-month period ended 30 April 2023 and are not directly comparable. The company has applied the recognition, measurement, and disclosure requirements of FRS 102 consistently throughout the extended period.

Turnover represents the gross spread/margin or fee charged for any payment and/or where money is exchanged into another currency on behalf of clients. It is accounted for on the date of trade, being the date on which authorisation is received to undertake the currency transaction and the rate is fixed such that the order can be fulfilled on the date required by the customer. For both spot and forward foreign exchange transactions, turnover is recognised on a net basis at trade execution as the spread between the client rate and the rate obtained from liquidity providers; amounts relating to executed but unsettled trades are recorded as accrued income within trade and other receivables until settlement.

Where the Company enters into a forward contract with a client, it simultaneously enters into a matched contract with a currency supplier; the Company does not take market risk on these back-to-back arrangements. Revenue on such forward contracts is recognised on trade execution when the customer is contractually committed and pricing is fixed.

Revenue is also recognised in respect of administration and other fees charged for treasury management and payment services when the related services are performed. Where cash is deposited by clients for remittance to beneficiaries but is not converted to another currency, the fees for such services are recognised in revenue when the service is performed.

The Company updated its revenue recognition policy during the period ended 31 October 2024; see Change in accounting policies for details of the prior-period restatement.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable value.

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 assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

The company only enters into basic financial instruments transactions (spot contracts) 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 non-puttable ordinary shares.

The company enters into forward foreign exchange contracts with its customers, which are fully hedged through simultaneous matched contracts with currency suppliers. Revenue from these contracts is recognised on trade execution, when the customer is contractually committed and pricing is fixed. The margin earned is reflected as the spread between the client rate and the rate secured from liquidity providers, and is recognised as turnover at that point.

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 financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. lf objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

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

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

The tax expense represents the sum of the tax currently payable 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.

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 balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:

The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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.

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.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Amounts payable to clients

Amounts payable to clients comprise amounts received in advance from clients in respect of foreign exchange transactions prior to the maturity date of a trade, currency owed to clients post maturity date awaiting settlement, and the market movements on client open transactions. Client balances held in foreign currency are translated into sterling at the rates ruling at the statement of financial position date.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

In preparing these financial statements, the directors have had to make the following judgements:

• Determine whether leases entered into by the Company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

• Determine whether there are indicators of impairment of the Company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Other key sources of estimation uncertainty:

• Tangible fixed assets, other than investments properties, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

The actual (credit)/charge for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:

In March 2021 Budget, the UK government announced an increase in the standard rate of corporation tax from the rate of 19% to 25% with effect from 1 April 2023. This was substantively enacted 24 May 2021.

Cash and cash equivalents represent funds available to the Company for operational purposes. This amounted to £121,830,800 as at 31 October 2024 (2023: £129,629,905).

Cash and cash equivalents held for customers represent cash held to fund customer liabilities. These balances have either a regulatory restriction for use in accordance with local legislation or operational restriction as the Company awaits customers' instructions for their use. This amounted to £84,404,672 (2023:£45,941,349).

The Company maintains a corresponding liability in connection with these amounts that is included in creditors in the balance sheet.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

As at 31 October 2024, a deferred tax asset has been recognised due to the reasonable expectation of tax due in future periods in respect of taxable temporary differences.

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 has issued one class of share capital, comprising ordinary shares. Each ordinary share confers full voting rights, entitlement to dividends as declared, and a right to participate in the distribution of surplus assets upon winding up. There are no preferences or restrictions attached to the ordinary shares.

In accordance with the Company’s articles of association, the directors may declare interim dividends. All other dividends require approval by an ordinary resolution of the shareholders, based on a recommendation from the directors as to the amount. Dividends must not exceed the amount recommended and must be paid in accordance with shareholders’ respective rights. There are no restrictions on the repayment of capital other than those set out in the Companies Act 2006.

During the period, the company allotted new ordinary shares as follows:

On 1 May 2024, the company allotted 2,550,823 ordinary shares of £1 each at par value, for a total consideration of £2,550,823.

On 22 October 2024, the company allotted a further 8,700,000 ordinary shares of £1 each at par value, for a total consideration of £8,700,000.

All shares issued during the year were fully paid and rank pari passu with existing ordinary shares in all respects.

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:

The company is subject to a claim relating to payments made on behalf of London Capital & Finance in 2018. No provision has been recognised as the outcome is uncertain. A full claim form/particulars have not been received yet. This form only came in towards the end of the time for claims which highlights the speculative nature. An estimate of potential financial effect is not practicable at this time; no reimbursement is expected.

The directors have evaluated events after the reporting period up to the date these financial statements were authorised for issue. There have been no events since 31 October 2024 that require adjustment to, or disclosure in, these financial statements.

Included within amounts owed by group undertakings is a balance of £258,362 (2023: £257,710) due from GC Partners Limited, the parent company.

Included within amounts owed by group undertakings is a balance of £816,144 (2023: £403,313) due from GC Partners BV, a fellow subsidiary.

Included within amounts owed to group undertakings is a balance of £Nil (2023: £54,650) due to GCEN Developments Limited, a fellow subsidiary.

Included within amounts owed by group undertakings is a balance of £338,187 (2023: £2,229,639 included within amounts owed to related parties) due from GCEN Middle East Commercial Brokers LLC, a fellow subsidiary.

Included within amounts owed to related parties is a balance of £Nil (2023: £7,650) due to GCEN Servicos Unipessoal Lda, a company with common directors. During the year expenses of £152,786 (2023: £155,252) were recharged from GCEN Servicos Unipessoal Lda.

Included within amounts owed by group undertakings is a balance of £217,922 (2023: £33,193) due from Global Custodial Services Limited, a fellow subsidiary. This balance results from an arrangement between the companies where GCEN completes a client transaction and a portion of the profit from this transaction is owed to Global Custodial Services Limited along with cash transferred. No interest is charged on this balance.

During the year expenses totalling £3,741,821 were paid to Numito Limited (2023: £1,124,000) a company of which M Cox is a director.

Included within the debtors is a balance owed from M Cox of £625,000 (2023: £nil). No amounts were repaid, written off or waived during the period.

The immediate parent undertaking is GC Partners Group Limited, a company incorporated in England and Wales.

The company is included in the consolidated financial statements of GC Partners Group Limited, forming the smallest and largest body of undertakings of which the company forms a part as a subsidiary undertaking. The registered office of this company is located at 6th Floor, One New Change, London, England, EC4M 9AF. Accounts for GC Partners Group Limited can be obtained from Companies House.

The ultimate controlling party is Valiant FX Topco Limited, a company incorporated in England and Wales.

The movement in creditors includes an increase of £37,480,272 in client money.

Included within cash at bank is amounts held on behalf of clients totalling £84,404,672 (2023: £45,941,349) which are safeguarded in accordance with regulatory obligations.

During the period ended 31 October 2024, the Company undertook a review of the classification of certain assets previously recognised as tangible fixed assets. Following this review, it was determined that these assets more appropriately meet the definition of intangible assets under Section 18 of FRS 102. As a result, a prior period adjustment has been made to reclassify these assets from tangible fixed assets to intangible assets. This adjustment has been applied retrospectively in accordance with Section 10 of FRS 102.

This reclassification does not affect the depreciation or amortisation policies previously applied to these assets, as the useful economic lives and valuation methods remain unchanged. The restatement has been made to ensure that the financial statements provide more relevant and reliable information about the nature of the entity’s assets.

During the period, the Company also changed their revenue recognition policy, which also has changes detailed below. For full information on this change in accounting policy, see Note 1.

The comparative figures for the prior period have been restated to reflect this reclassification and accounting policy change. The impact of the adjustments are shown below:

The changes to the profit and loss account and reconciliation of changes in equity shown below are due to the revenue recognition policy change. See Note 1 for full details.