Company registration number 06589361 (England and Wales)
VFX FINANCIAL PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
VFX FINANCIAL PLC
COMPANY INFORMATION
Directors
Mr N England
Mr H Lisney
Mr J Stuart
Mr R Collis
Mr D Brown
(Appointed 1 July 2025)
Mr A Moleshead
(Appointed 10 March 2026)
Secretary
Mr R Collis
Company number
06589361
Registered office
Dukes House
32-38 Dukes Place
London
EC3A 7LP
Auditor
Fisher, Sassoon & Marks
93 Gloucester Place
London
W1U 6JQ
VFX FINANCIAL PLC
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
VFX FINANCIAL PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Business Model

VFX Financial PLC (the "Company"), part of the VFX Financial Group, specialises in the provision of technology-led foreign exchange (“FX”) risk management and alternative transaction banking services across several international markets.

VFX Financial PLC (“VFX UK”) was incorporated in 2008 and operates across the United Kingdom, providing financial services to a client base of corporate, institutional and private clients. The firm is authorised and regulated as an electronic money (“e-money”) institution (“EMI”) by the UK Financial Conduct Authority (“FCA”) and also authorised and regulated under MiFID with the FCA as an Investment Firm.

VFX Global Inc. (“VFX Canada”), incorporated in Toronto, is authorised by FINTRAC for the provision of foreign exchange and payment services to Canadian clients.

During the year, the Group’s subsidiary, VFX Financial (DIFC) Ltd ("VFX Dubai"), successfully obtained a full Category 3D Authorised Firm licence from the Dubai Financial Services Authority ("DFSA") and commenced operations in the Dubai International Financial Centre. This represents a significant strategic milestone in the Group’s international expansion and strengthens the Company’s global operating footprint.

The Company generates revenue primarily through foreign exchange margin, payment fees, and interest income derived from client balances, supported by proprietary technology infrastructure and banking partnerships.

Business and Financial Review

The year ended 31 December 2025 represents a standard 12-month reporting period. The comparative period covered 14 months following the extension of the prior accounting period, and therefore the year-on-year comparison should be considered in that context.

The Company delivered another year of strong performance, continuing to execute its strategic growth plan with a focus on international expansion, technology enablement, product enhancement and operational scalability.

Revenue for the year amounted to £25,445,765 (2024: £16,048,242). Interest income for the year totalled £3,102,449 (2024: £2,296,467). Total income for the year was therefore £28,548,214 (2024: £18,344,709).

The Company remained profitable during the year, generating profit before taxation of £8,620,313 (2024: £7,496,246).

Net Assets as at 31 December 2025 were £16,410,556 (2024: £9,881,624), demonstrating the Company’s continued capital strength.

During the year, the C ompany also completed a £2,000,000 capital raise alongside the payment of a £2,000,000 dividend.

Investment in technology and operational infrastructure remained a strategic priority.

VFX FINANCIAL PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Operational Development and Growth

During the year, the Company continued to invest in key operational areas including technology, compliance, risk management and client delivery functions.

The successful launch of operations in Dubai represents a significant milestone in the Group’s international expansion strategy.

Adjusted Performance Measures

The business reviews financial performance in line with EBITDA and adjusted EBITDA metrics.

Adjusted Profit
| FY202 5 (12 months) | FY202 4 (14 months) | 2024 Pro Rata (12 months) |
Revenue |  | 25,445,765 | 16,048,242 | 13,755,636 |
Interest Income |  | 3,102,44 9 | 2,296,467 | 1,968,400 |
Adjusted Income |  | 28,548,214 | 18,344,709 | 1 5,724,036 |
EBITDA Restructuring Expenses Adjusted EBITDA |  | 8,823,814 12,959 8,836,773 | 7,711,723 59,440 7,771,163 | 6,610,048 50,949 6,660,997 |

Principal risks and uncertainties

The Company operates within a regulated financial services environment and is exposed to liquidity, market, interest rate, operational, regulatory and cyber risks.

Key performance indicators

Primary KPIs include:

• Turnover: £25,445,765 (2024: £16,048,242)

• Adjusted EBITDA: £8,836,773 (2024: £7,771,163)

• Net Assets: £16,410,556 (2024: £9,881,624)

Directors' statement of compliance with duty to promote the success of the Company

The directors have acted in a manner they consider, in good faith, would most likely promote the success of the Company for the benefit of its shareholders, employees and customers as a whole.

On behalf of the board

Mr R Collis
Director
9 April 2026
VFX FINANCIAL PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the Company is t o provide payment services and issue electronic money (e-money).

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £2,000,000. The directors do not recommend payment of a further dividend.

Directors

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

Mr N England
Mr H Lisney
Mr J Stuart
Mr R Collis
Mr D Brown
(Appointed 1 July 2025)
Mr A Moleshead
(Appointed 10 March 2026)
Supplier payment policy

The Company's current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the Company's contractual and other legal obligations.

Financial instruments
Financial Risk Management Objective and Policies
The Company's activities expose it to limited financial risks, for which the directors deem the use of financial derivatives unnecessary, and the Company does not use derivative financial instruments for speculative purposes. Its main risk is credit risk: the Company's principal financial assets are bank balances and cash, trade and other receivables. There is also no significant concentration of credit risk. Cash is held at banks with high credit ratings and this continues to be monitored.
The Company has limited interest rate risk (relating to cash balances) and foreign currency risk (relating to any foreign currency cash or debtor balances). Such exposures are continually monitored. As the Company does not hold any investments, it is not exposed to market or price risk.
Post reporting date events

There are no matters to report.

Future developments

The Company continues to expand its client base and is actively exploring new markets.

Auditor

The auditor, Fisher, Sassoon & Marks, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

VFX FINANCIAL PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
Energy and carbon report

As the C ompany has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

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.

On behalf of the board
Mr R Collis
Director
9 April 2026
VFX FINANCIAL PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the C ompany’s transactions and disclose with reasonable accuracy at any time the financial position of the C ompany 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 C ompany and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

VFX FINANCIAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VFX FINANCIAL PLC
- 6 -
Opinion

We have audited the financial statements of VFX Financial PLC (the 'Company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 C ompany's affairs as at 31 December 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the C ompany 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' r eport 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.

VFX FINANCIAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VFX FINANCIAL PLC (CONTINUED)
- 7 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Auditor's 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 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.

The 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- 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 C ompany through discussions with directors and other management, and from our commercial knowledge and experience of the financial services 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 C ompany, including the Financial Conduct Authority (FCA), Companies Act 2006, taxation and employment 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.

VFX FINANCIAL PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF VFX FINANCIAL PLC (CONTINUED)
- 8 -

We assessed the susceptibility of the C ompany’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;

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

- understanding the design of the C ompany’s remuneration policies.

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 as set out in note 2 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;

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

- reviewing correspondence with HMRC, relevant regulators including the FCA and reviewing the C ompany’s compliance monitoring procedures and findings.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or through collusion.

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.

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.

Jonathan Marks (Senior Statutory Auditor)
For and on behalf of Fisher, Sassoon & Marks, Statutory Auditor
Chartered Accountants
93 Gloucester Place
London
W1U 6JQ
9 April 2026
VFX FINANCIAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
Year
Period
ended
ended
31 December
31 December
2025
2024
as restated
Notes
£
£
Turnover
3
25,445,765
16,048,242
Cost of sales
(8,567,841)
(5,547,205)
Gross profit
16,877,924
10,501,037
Administrative expenses
(11,360,060)
(5,301,258)
Operating profit
4
5,517,864
5,199,779
Interest receivable and similar income
8
3,102,449
2,296,467
Profit before taxation
8,620,313
7,496,246
Tax on profit
9
(2,091,381)
(1,523,434)
Profit for the financial year
6,528,932
5,972,812

The income statement has been prepared on the basis that all operations are continuing operations.

VFX FINANCIAL PLC
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
209,368
351,383
Other intangible assets
11
49,228
-
0
Total intangible assets
258,596
351,383
Tangible assets
12
118,541
165,931
Investments
13
1
1
377,138
517,315
Current assets
Debtors
16
27,288,293
10,237,900
Cash at bank and in hand
15,675,083
8,677,325
42,963,376
18,915,225
Creditors: amounts falling due within one year
17
(26,929,958)
(9,550,916)
Net current assets
16,033,418
9,364,309
Net assets
16,410,556
9,881,624
Capital and reserves
Called up share capital
20
4,250,001
4,250,000
Share premium account
1,999,999
-
0
Other reserves
157,000
157,000
Profit and loss reserves
10,003,556
5,474,624
Total equity
16,410,556
9,881,624
The financial statements were approved by the board of directors and authorised for issue on 9 April 2026 and are signed on its behalf by:
Mr R Collis
Director
Company registration number 06589361 (England and Wales)
VFX FINANCIAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2024:
Balance at 1 November 2023
4,250,000
-
0
157,000
(498,188)
3,908,812
Period ended 31 December 2024:
Profit and total comprehensive income
-
-
-
5,972,812
5,972,812
Balance at 31 December 2024
4,250,000
-
0
157,000
5,474,624
9,881,624
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
6,528,932
6,528,932
Issue of share capital
20
1
1,999,999
-
-
2,000,000
Dividends
10
-
-
-
(2,000,000)
(2,000,000)
Balance at 31 December 2025
4,250,001
1,999,999
157,000
10,003,556
16,410,556
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

VFX Financial PLC is a private company limited by shares incorporated in England and Wales. The registered office is Dukes House, 32-38 Dukes Place, London, EC3A 7LP.

1.1
Basis of preparation

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 financial statements are prepared in sterling, which is the functional currency of the Company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

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 C ompany, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he Company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the C ompany are consolidated in the financial statements of Nuova Capital Ltd. These consolidated financial statements are available from its registered office, 32-38 Duke Place (3rd Floor), London, EC3A 7LP.

1.2
Prior period restatement

The prior period restatement relates to initial and variation client margin deposits that were previously netted off against client liabilities. which are now being disclosed within trade debtors and trading assets. The effect of the restatement in 2024 is to increase debtors and creditors by £7,135,425.

1.3
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the C ompany has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents commission income from issuance of electronic money (e-money), derivatives and the provision of payment services.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and recognised when performance obligation for each transaction is satisfied.

VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

The nature, timing of satisfaction of performance obligations and significant payment terms of the Company's major sources of revenue are as follows:

1.5
Intangible fixed assets - goodwill

Goodwill, being the amount paid in connection with the acquisition of a Company's trade and assets at the end of May 2022. Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Intangible fixed assets other than goodwill

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:

Other intangibles
20% Straight Line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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:

Leasehold improvements
Over the Lease Term
Fixtures, fittings & equipment
20% Straight Line
Motor vehicles
20% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.8
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a long-term interest and where the Company has significant influence. The Company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the Company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the C ompany reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the C ompany estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

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 statement of financial position 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

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.

VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Other financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the C ompany 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the C ompany after deducting all of its liabilities.

Basic financial liabilities

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 paymen ts 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. A m ounts 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.

VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Other financial liabilities

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 s ubsequently 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 th r ough 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.

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the C ompany are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the C ompany.

1.13
Derivatives

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.

1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 C ompany’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.17
Leases
As lessee

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 lease s asset are consumed.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the C ompany’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.

The directors do not consider there to be any critical judgements or key sources of estimation uncertainty involved in the preparation of the Company's financial statements.

3
Turnover and other revenue

An analysis of the C ompany's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Payment services, E-money and derivatives
25,445,765
16,048,242
2025
2024
£
£
Other revenue
Interest income
3,102,449
2,296,467
4
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
9,764
-
0
Depreciation of tangible fixed assets
61,492
49,693
Amortisation of intangible assets
142,015
165,784
Operating lease charges
153,882
166,044
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
33,940
22,151
6
Employees

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

2025
2024
Number
Number
FX Sales
16
16
Back Office/Admin
33
21
Management
1
1
Total
50
38

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
6,736,584
3,582,239
Social security costs
534,334
373,759
Pension costs
58,749
33,353
7,329,667
3,989,351
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
183,333
151,667
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
3,102,449
2,296,467
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
3,102,449
2,296,467
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
2,091,381
1,523,434

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:

2025
2024
£
£
Profit before taxation
8,620,313
7,496,246
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
2,155,078
1,874,062
Tax effect of expenses that are not deductible in determining taxable profit
79,349
74,200
Unutilised tax losses carried forward
-
0
(295,151)
Permanent capital allowances in excess of depreciation
(23,385)
(28,507)
Research and development tax credit
(119,661)
(101,170)
Taxation charge for the year
2,091,381
1,523,434
10
Dividends
2025
2024
£
£
Final paid
2,000,000
-
0
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
11
Intangible fixed assets
Goodwill
Other intangibles
Total
£
£
£
Cost
At 1 January 2025
718,476
-
0
718,476
Additions
-
0
49,228
49,228
At 31 December 2025
718,476
49,228
767,704
Amortisation and impairment
At 1 January 2025
367,093
-
0
367,093
Amortisation charged for the year
142,015
-
0
142,015
At 31 December 2025
509,108
-
0
509,108
Carrying amount
At 31 December 2025
209,368
49,228
258,596
At 31 December 2024
351,383
-
0
351,383
12
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
38,248
157,841
80,558
276,647
Additions
-
0
45,539
48,000
93,539
Disposals
-
0
-
0
(95,347)
(95,347)
At 31 December 2025
38,248
203,380
33,211
274,839
Depreciation and impairment
At 1 January 2025
23,205
73,949
13,562
110,716
Depreciation charged in the year
7,650
32,127
21,715
61,492
Eliminated in respect of disposals
-
0
-
0
(15,910)
(15,910)
At 31 December 2025
30,855
106,076
19,367
156,298
Carrying amount
At 31 December 2025
7,393
97,304
13,844
118,541
At 31 December 2024
15,043
83,892
66,996
165,931
13
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
14
1
1
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
VFX Global Payment Inc
1
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
140 Yonge street, Toronto, Ontario M5C 1X6, Canada
15
Financial instruments
2025
2024
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
27,204,888
10,134,845
Carrying amount of financial liabilities include:
Measured at amortised cost
25,431,711
7,918,413
16
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors and trading assets
21,150,135
7,288,489
Amounts owed by group undertakings
5,774,229
2,607,286
Other debtors
280,524
239,070
Prepayments and accrued income
83,405
103,055
27,288,293
10,237,900

The Royal Bank of Scotland has a charge of deposit over funds held by them in respect of any amounts held within the institution.

17
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans and overdrafts
18
-
0
2,882
Trade creditors and trading liabilities
21,232,160
7,272,783
Amounts owed to group undertakings
2,981,158
-
0
Corporation tax
1,281,741
1,523,434
Other taxation and social security
216,506
109,069
Other creditors
561,408
310,600
Accruals and deferred income
656,985
332,148
26,929,958
9,550,916
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
18
Loans and overdrafts
2025
2024
£
£
Bank overdrafts
-
0
2,882
Payable within one year
-
0
2,882
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
58,749
33,353

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the C ompany in an independently administered fund.

20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
4,250,001
4,250,000
4,250,001
4,250,000

During the year 1 ordinary share was issued at a premium of £1,999,999 to provide additional working capital.

21
Operating lease commitments
As lessee

At the reporting end date the C ompany had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
76,681
76,681
Years 2-5
57,511
134,193
134,192
210,874

22
Events after the reporting date

There are no matters to report.

VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
23
Related party transactions
Transactions with related parties

The C ompany has taken advantage of the exemption in Financial Reporting Standard 102 Section 33.1A 'Related Party Disclosures' not to disclose transactions with other members of the group on the grounds that 100% of the voting rights are controlled within the group.

During the year the C ompany entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

As at 31 December 202 5, the parent company, Nuova Capital Ltd owed VFX Financial PLC (the Company) £85,589 (202 4: £61,2 65). This amount is repayable on demand.

As at 31 December 202 5, the subsidiary VFX Global Payment Inc owed the Company £325,7 3 4 (202 4: £213,360). This amount is repayable on demand.

24
Directors' transactions

There are no outstanding directors' balances as at 31 December 202 5.

25
Prior period adjustment
Changes to the statement of financial position
As previously reported
Adjustment
As restated at 31 Dec 2024
£
£
£
Fixed assets
Goodwill
351,383
-
351,383
Tangible assets
165,931
-
165,931
Investments
1
-
1
517,315
-
517,315
Debtors due within one year
3,102,475
7,135,425
10,237,900
Bank and cash
8,677,325
-
8,677,325
11,779,800
7,135,425
18,915,225
Creditors due within one year
Loans and overdrafts
(2,882)
-
(2,882)
Taxation
(1,632,503)
-
(1,632,503)
Other creditors
(780,106)
(7,135,425)
(7,915,531)
2,415,491
7,135,425
9,550,916
Net current assets
9,364,309
-
9,364,309
Total assets less current liabilities
9,881,624
-
9,881,624
Net assets
9,881,624
-
9,881,624
VFX FINANCIAL PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
25
Prior period adjustment
As previously reported
Adjustment
As restated at 31 Dec 2024
£
£
£
(Continued)
- 24 -
Capital and reserves
Total equity
9,881,624
-
9,881,624
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
26
Ultimate controlling party

The immediate parent undertaking of the Company is Nuova Capital Ltd, a company incorporated and registered in England and Wales, company number 13368219.

The ultimate parent company is Nuova Capital Holdings Limited, a company incorporated and registered in Guernsey with a registration number of 71758.

The largest and smallest group in which the results of VFX Financial PLC are consolidated is that of Nuova Capital Ltd. These are available for inspection at The Registrar, Companies House, Crown Way, Cardiff, CF14 3UZ.

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