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

The principal activity of the company in the year under review was that of export trade.

Transeur Export Finance Co Ltd has maintained a stable financial and operational footing during a period marked by heightened geopolitical tensions, volatile macroeconomic conditions across key markets, and evolving regulatory landscapes. The company’s performance is underpinned by disciplined risk management and a cautious approach to compliance and governance.

Going concern

These financial statements are prepared on the going concern basis. The directors expect the company to remain operational for the foreseeable future but acknowledge material uncertainties that may cast doubt on its ability to continue as a going concern. Additionally Mr Bhagwan Philip Nandwani’s undertakings to external parties and regional regulators constitute a material component of the company’s ongoing viability and regulatory compliance for which the company has indemnified Mr Bhagwan Philip Nandwani.

Please refer to Note 20, which outlines the financial commitments, guarantees, and contingent liabilities, and explains the material uncertainty relating to going concern.

Geopolitical Instability

The company operates in a world marked by rising geopolitical tensions, trade fragmentation, and unpredictable policy shifts.

Directors are cautious about entering new jurisdictions and regularly assess political risk to protect client and company interests.

Economic Conditions

Many client countries face inflation, currency volatility, and fiscal stress, which impact trade flows and creditworthiness.

Transeur has responded by tightening credit assessments and prioritising stable fundamentals.

Regulatory Landscape

Regulatory expectations are increasing, particularly around AML, KYC, and cross-border financial reporting.

As an SME, the company relies on its Directors’ wealth of experience, external legal and compliance advisors to stay abreast of changes and ensure alignment with evolving standards.

Risk Management

Credit Risk: Exposure is carefully managed through transaction limits.

Operational Risk: Systems are lean but effective, with manual oversight and clear accountability.

Competitor Risk: Directors regularly assess competitor risks to ensure the company’s positioning remains responsive and resilient.

Liquidity Risk: Cash reserves are maintained at prudent levels to ensure resilience.

Governance & Oversight

The Directors regularly review geopolitical, economic, and regulatory developments.

Decision-making is deliberate and measured, with a focus on long-term sustainability over short-term gains.

Directors are mindful of the company’s scale and resource constraints, and avoid overextension.

Strategic Priorities

Preserve Stability: Maintain client relationships and avoid risky expansion.

Selective Growth: Directors remain engaged in evaluating emerging business prospects aligned with the company’s risk appetite.

Operational Efficiency: Streamline internal processes to reduce overheads and improve responsiveness.

Outlook

The global environment remains volatile, with economic and regulatory pressures expected to intensify. However the directors remain committed to cautiously balance risk appetite versus growth opportunities. The company anticipates a comparable level of performance in 2025 to that achieved in 2024.

On behalf of the board

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

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £305,000. The directors do not recommend payment of a further dividend.

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

The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.

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.

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

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; and

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

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

Qualified opinion

We have audited the financial statements of Transeur Export Finance Co. Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, 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, except for the effects of the matter described in the Basis for qualified opinion paragraph, the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the 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 qualified opinion

The financial statements disclose three ongoing litigation cases that are classified as contingent liabilities. We were unable to obtain sufficient appropriate audit evidence regarding the completeness, accuracy, and classification of these contingent liabilities included in the financial statements as at 31 December 2024.

As a result, we were unable to determine whether any adjustments were necessary to the liabilities recognised in the financial statements. The possible effects of undetected misstatements, if any, could be material to the financial statements.

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 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 qualified opinion.

Material uncertainty relating to going concern

We draw attention to Note 2.2 in the financial statements, which describes the material uncertainties related to the company’s ability to continue as a going concern. The company is currently involved in ongoing litigation, which expose it to potentially undetermined liabilities. The outcome of these proceedings is uncertain and may significantly impact the company’s financial position and liquidity.

At the reporting date, the company has net assets of £7.1m and management have considered a period of more than 12 months from the date these financial statements are signed. 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. Our opinion is not modified in respect of this matter.

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.

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. 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.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Except for the matter described in the basis for qualified opinion section of our report, 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.

Arising solely from the limitation on the scope of our work relating to the ongoing litigation cases, referred to above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

• we were unable to determine whether adequate accounting records have been kept.

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:

• 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.

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; 

• 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.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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

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

Transeur Export Finance Co. Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 6, Hawthorn Business Park, 165 Granville Road, London, United Kingdom, NW2 2AZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The company’s functional currency is Euro (€), which reflects the primary economic environment in which the entity operates. The financial statements are presented in Pounds Sterling (£), which is the presentational currency.

At the balance sheet date, the company had net assets of £7.1m (2023: £4.3m). The directors have considered and reviewed budgets and expectations for the foreseeable future.

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern. Please refer to Note 20, which outlines the financial commitments, guarantees, and contingent liabilities, and explains the material uncertainty relating to going concern.

Revenue is recognised for goods shipped up to and including the balance sheet date, where control has passed to the customer in accordance with the terms of sale.

Revenue is measured at the fair value of the consideration received or receivable, net of value added tax (VAT), trade discounts, and rebates.

Revenue from derivative trading represents the income earned from trading derivative financial instruments. This revenue is recognised when the underlying transactions are settled and the income can be measured reliably.

Revenue from trading represents the income made from trading derivatives.

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 company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

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

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

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

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

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Statement 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 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 expenditure 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 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.

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.

Trading transactions denominated in foreign currencies are recorded in sterling at the average exchange rate for the year. Monetary assets and liabilities denominated in foreign currencies at the year end are reported at the rates of exchange prevailing in the year. Any gain or loss arising from a change in exchange rates is included as an exchange difference on conversion or translation in the profit and loss account.

Trade and other receivables

Trade and other receivables are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest.

Trade and other payables

Trade and other payables are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

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

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.

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 involved in three separate legal actions that have been ongoing since 2014. The claims allege trademark infringement, bad faith IP legal proceedings, and unfair competition activities, with total damages sought amounting to approximately £2 million, in addition to estimated legal fees of £500,000.

A judgement was made against the company in 2019, which is currently under appeal. The company has engaged in active legal defence, however the ultimate outcome remains uncertain. Given the nature of the claims and the complexity of the legal proceedings, the company has disclosed this matter as a contingent liability in accordance with FRS 102 - Section 21: Provisions and Contingencies. No provision has been made in the financial statements as the likelihood of an unfavourable outcome cannot be determined with certainty at this time.

The company is not covered by litigation insurance. One of the directors, Mr Bhagwan Philip Nandwani, as an agent of the company, is the guarantor and is personally liable for the financial outcome of the court cases. The company has indemnified the director from and against any and all claims, liabilities, damages, losses and expenses arising from acting as the agent.

The potential liability arising from this litigation could be significant, and in the most severe case may extend beyond initial expectations. The directors are monitoring developments closely and will recognise a provision if, and when, it becomes probable that the company will be required to settle an obligation and a reliable estimate can be made.

Mr Bhagwan Philip Nandwani is regarded as the ultimate controlling party due to his control over the majority of voting rights pursuant to a shareholder agreement.

Reclassification of readily available cash

In the prior year, an amount of £1,144,295 was reclassified from investments to cash and cash equivalents. This reclassification was made to better reflect the nature of the asset, which is readily convertible to cash and subject to an insignificant risk of change in value. The comparative figures have been restated accordingly to ensure consistency with the current year’s presentation. This change in classification had no impact on the total net assets or profit for the prior year.

Reclassification of trading revenue

In the prior year, an amount of £12,830 was reclassified from "Foreign exchange movements" in the profit and loss account to "Revenue from trading". This reclassification was made to correctly recognise the gain made as revenue from trading rather than a movement in foreign exchange rates. The comparative figures have been restated accordingly to ensure consistency with the current year’s presentation. This change in classification had no impact on the total net assets or profit for the prior year.