Talkremit Group Holdings Ltd

	Page
Company Information	1
Strategic Report	2—3
Directors' Report	4—5
Independent Auditor's Report	6—9
Consolidated Profit and Loss Account	10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Notes to the Consolidated Statement of Cash Flows	17
Notes to the Financial Statements	18—26

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Strategic Report

For The Year Ended 31 December 2024

Strategic Report

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

Principal Activity

The group's principal activity continues to be that of Fintech provider of digital remittance services, offering peer to peer international payments services between private individuals both online and via agents using the Group's in-house developed money transfer platform or mobile app.The primary focus of specialising in cross-border remittances is serving customers located in the UK, EEA, North Africa and North America who want to make fast and cost-efficient money transfers. The group was founded in 2016 and is regulated in the UK by the Financial Conduct Authority (FCA) as an authorised electronic money institution (EMI) and payments service provider (PSP), regulated in the EEA by the Swedish Financial Supervisory Authority (SFSA) and regulated in Canada by FINTRAC. The in-house developed platform is designed to help people all over the globe to send money to each other without excessive fees and utilising competitive exchange rates.

Review of the Business

At the core of the Group's value proposition is its ability to move customers' funds fast and at low cost. This is achieved by integration with payment gateways in UK, EEA and North America and integrations with pay-out partners in destination countries. Customers can fund transfers using a credit/debit card, bank transfers or by topping up an electronic wallet (e-wallet) by means of the group issuing the customer with electronic money and storing it in their e-wallet. Once funds have been collected the Group can offer immediate pay-out in the customer's destination country to either bank account, mobile wallet or at a cash pickup location. The Group has a combinaton of credit agreements and pre-funding balances with pay-out partners to allow immediate settlement to beneficiaries.

During the year the Group has continued its focus on product improvement and investing in its technical platform, but with the advances achieved in that field, there has been a significant expansion of its marketing activities to raise brand awareness, better coverage of geographical areas and to create new partnerships.

Principal Risks and Uncertainties

The key risks and uncertainties facing the group are:

Competitor risk: Failure to compete with competitors on areas including price, product range, quality and service could have an adverse effect on the Group's financial result. Price and cost pressure would affect the Group's margin and ability to cover overhead costs;

Regulatory risk: Failure to maintain relevant licenses or compliance with regulatory requirements would force the Group to cease service offerings to customers;

Payment access risk: The Group operates in an industry perceived as high risk by banks and payment providers. Loss of key partners such as banks through unwarranted de-risking and authorised credit institutions for safeguarding of client funds might have a severe impact on the Group's trading operations;

Fraud/Cyber Security risk: The Group is dedicated and determined to mitigate issues relating to money laundering and the financing of terrorism and the Group has effective processes and routines to manage this risk.

Sanctions risk: The Group monitors sanctions imposed on countries and individuals to ensure any sanctions are not broken.

Breaking sanctions regulations would have regulatory and reputational risks.

Financial key performance indicators

The Board monitors the Group's progress against its strategic objectives and the financial performance of its operations on a regular basis. Performance is assessed against the strategy, budgets and forecasts using financial and non-financial measures. The most significant KPIs used by the Group are as follows for the financial years (2021 was a 15 month period due to the change of the financial reporting date);

	2024	2023	2022	2021	2020
Remittance volume	£164M	£112M	£59.3M	£32.9M	£8.3M
Group loss for the period	£(4.63)M	£(5.28)M	£(4.09)M	£(2.93)M	£(2.55)M

Other key performance indicators

The Group has a digital-only offering and is closely monitoring KPI's such as new registration, transaction frequency and average transaction value through the Group's monitoring systems. Since Paid Marketing is one of the Group's drivers in terms of Remittance Volumes and traction of new customers the attention on KPI's such as Customer Acquisition Cost and improving Conversion and Retention rates is key. Gross profit is considered a key indicator at £3.8M in the year (2023: £2.6M).

...CONTINUED

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Talkremit Group Holdings Ltd

Strategic Report (continued)

For The Year Ended 31 December 2024

Financial key performance indicators - continued

Climate Change

The Board monitors the potential impact of climate change on the business, but there are not expected to be any major detriments in the short to medium term. The main impact is energy use in the offices and limited air travel.

Section 172(1) Statement

Section 172 of the Companies Act 2006 requires those charged with governance to act in the manner they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its stakeholders. As part of their deliberations and decision making process, the directors have taken into account the following:

The likely consequences of any decision in the long term;
The interests of the Group's employees;
The need to foster the Group's business relationships with suppliers, customers and others;
The impact of the Group's operations on the community and the environment;
The desirability of the Group maintaining a reputation for high standards of business conduct; and
The need to act fairly between members of the Group.

The directors have considered stakeholders to include those who work for and with them, invest in them, regulate them, and live in the societies they serve. Careful consideration has been given to the factors set out above in discharging their duties under Section 172. It is recognised that building strong relationships with stakeholders will help to deliver the Group's business objectives. The directors are committed to effective and fair engagement with all stakeholders.Depending on the issue in question, the relevance of each stakeholder group may differ and, as such, as part of the engagement with stakeholders, the relative interests and priorities of each group are considered. It is acknowledged however that not every decision made will necessarily result in a positive outcome for all stakeholders.

On behalf of the board

Mr Mohamed Omar

Director

01/05/2026

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Talkremit Group Holdings Ltd

Company No. 10548128

Directors' Report For The Year Ended 31 December 2024

Directors' Report

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

Future Developments

The Group has no planned changes in activity. The Directors will continue to review the state of the market to remain competitive.

Dividends

The value of dividends paid amounted to £NIL .

The directors recommended a final dividend of £NIL .

Directors

The directors who held office during the year were as follows:

Mr Mohamed Omar

Mr Saeed Dualeh

Going concern

In assessing the Group's ability to continue as a going concern, the directors have considered the liquidity position and reviewed cash flow forecasts and projections covering the period to December 2026. They have reasonable expectation that the company has adequate financial resources to continue in operational existence for the foreseeable future.

During the year, the Group made a loss of £4.63M (2023: £5.28M) and had net liabilities of £20.4M (2023: £15.8M) as at the balance sheet date.

TR Technologies Limited entered a formal interest free lending facility with Dahabshiil Group Holdings Ltd ("Dahabshiil"), a related entity, with no specific repayment terms. The facility can be used to provide financing relating to expansion and capital expenditure. The Group is operating within the facility at the time of approval of the 2024 financial statements.

The Group has the support of its ultimate controlling party and Dahabshiil, which has provided the majority of the group's funding to date. Dahabshiil Goup Holdings Ltd has confirmed in writing that it will not require repayment of the debt until the company has the resources to repay it and has confirmed in writing its ongoing support for a period of 12 months from the date the financial statements are signed.

Since the year end the Group has continued to require support from Dahabshiil for investments in marketing and IT infrastructure development and received £1.7M after the reporting date. Based on the success of market growth and significantly increased transaction volumes, 2026 is expected to be financially break-even.

As a result, the directors believe that the Group is well placed to manage its business risks successfully and meet its liabilities as they fall due. The Group therefore continues to adopt the going concern basis in preparing its financial statements.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, 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 and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Talkremit Group Holdings Ltd

Directors' Report (continued)

For The Year Ended 31 December 2024

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Independent Auditors

The auditors, TC Group, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Mohamed Omar

Director

01/05/2026

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Independent Auditor's Report

to the Members of

Talkremit Group Holdings Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Talkremit Group Holdings Ltd (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 group and parent company's ability to continue as a going concern for a period of at least 12 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.

Emphasis of Matter

Uncertainty relating to insurance claim

We draw attention to Note 18 to the financial statements, which describes a claim of £2.1 million arising from money transfer errors and fraud occurring both before and after the year-end and the related insurance claim submitted by the Group.

As explained in the note, the insurers have indicated that they do not consider the claim to be covered under the policy. The Group has formally challenged this position, and the insurers are currently reviewing the matter. The outcome remains uncertain at the date of our report.

Our opinion is not modified in respect of this matter.

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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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Independent Auditor's Report (continued)

to the Members of

Talkremit Group Holdings Ltd

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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 parent company financial statements are not in agreement with the accounting records or 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' Responsibilities Statement set out on page 4—5, 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.

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Independent Auditor's Report (continued)

to the Members of

Talkremit Group Holdings Ltd

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

We considered the legal and regulatory frameworks that are directly applicable to the financial statements (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

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

We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

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Independent Auditor's Report (continued)

to the Members of

Talkremit Group Holdings Ltd

Michael Marcus FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group , Statutory Auditor

01/05/2026

TC Group

First Floor, Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

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Talkremit Group Holdings Ltd

Consolidated Profit and Loss Account

For The Year Ended 31 December 2024

Consolidated Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER	3	8,201,921	5,641,577
Cost of sales		(4,370,915 )	(3,059,296 )

GROSS PROFIT		3,831,006	2,582,281

Administrative expenses		(9,263,661 )	(7,998,828 )
Other operating income		740,973	24,335

OPERATING LOSS		(4,691,682 )	(5,392,212 )
Profit on disposal of fixed assets		100	-
Other interest receivable and similar income	8	51	-

LOSS BEFORE TAXATION		(4,691,531 )	(5,392,212 )
Tax on Loss	9	57,826	108,108

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(4,633,705 )	(5,284,104 )

The notes on pages 17 to 26 form part of these financial statements.

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Talkremit Group Holdings Ltd

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2024

Consolidated Statement of Comprehensive Income

	2024	2023
	£	£
LOSS FOR THE FINANCIAL YEAR	(4,633,705 )	(5,284,104 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	(4,633,705 )	(5,284,104 )

There was no other comprehensive income for 2024 (2023: £Nil).

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Talkremit Group Holdings Ltd

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	10		5,671,789		5,241,473
Tangible Assets	11		39,018		54,172

			5,710,807		5,295,645
CURRENT ASSETS
Debtors	13	4,680,551		4,094,403
Cash at bank and in hand		2,375,020		1,873,625

		7,055,571		5,968,028
Creditors: Amounts Falling Due Within One Year	14	(9,705,888 )		(5,524,478 )

NET CURRENT ASSETS (LIABILITIES)			(2,650,317 )		443,550

TOTAL ASSETS LESS CURRENT LIABILITIES			3,060,490		5,739,195

Creditors: Amounts Falling Due After More Than One Year	15		(23,467,676 )		(21,512,676 )

NET LIABILITIES			(20,407,186 )		(15,773,481 )

CAPITAL AND RESERVES
Called up share capital	16		1		1
Profit and Loss Account			(20,407,187 )		(15,773,482 )

SHAREHOLDERS' FUNDS			(20,407,186)		(15,773,481)

On behalf of the board

Mr Mohamed Omar

Director

01/05/2026

The notes on pages 17 to 26 form part of these financial statements.

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Talkremit Group Holdings Ltd

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	10		140		140
Investments	12		1,277,436		1,277,436

			1,277,576		1,277,576
CURRENT ASSETS
Debtors	13	-		1

		-		1
Creditors: Amounts Falling Due Within One Year	14	(1,306,900 )		(1,306,901 )

NET CURRENT ASSETS (LIABILITIES)			(1,306,900 )		(1,306,900 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(29,324 )		(29,324 )

NET LIABILITIES			(29,324 )		(29,324 )

CAPITAL AND RESERVES
Called up share capital	16		1		1
Profit and Loss Account			(29,325 )		(29,325 )

SHAREHOLDERS' FUNDS			(29,324)		(29,324)

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's loss for the year was £Nil (2023: £(27,044 ) loss).

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

On behalf of the board

Mr Mohamed Omar

Director

01/05/2026

The notes on pages 17 to 26 form part of these financial statements.

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Talkremit Group Holdings Ltd

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	1	(10,489,378 )	(10,489,377)
Loss for the year and total comprehensive income	-	(5,284,104 )	(5,284,104)

As at 31 December 2023 and 1 January 2024	1	(15,773,482 )	(15,773,481)


Loss for the year and total comprehensive income	-	(4,633,705 )	(4,633,705)

As at 31 December 2024	1	(20,407,187 )	(20,407,186)

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Talkremit Group Holdings Ltd

Company Statement of Changes in Equity

For The Year Ended 31 December 2024

Company Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	1	(2,281 )	(2,280)
Loss for the year and total comprehensive income	-	(27,044 )	(27,044)

As at 31 December 2023 and 1 January 2024	1	(29,325 )	(29,324)


As at 31 December 2024	1	(29,325 )	(29,324)

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Talkremit Group Holdings Ltd

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Consolidated Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	1,728,911	649,245

Net cash generated from operating activities		1,728,911	649,245

Cash flows from investing activities
Purchase of intangible assets		(1,221,724 )	(1,293,519 )
Purchase of tangible assets		(5,792 )	(44,198 )

Net cash used in investing activities		(1,227,516 )	(1,337,717 )



Increase/(decrease) in cash and cash equivalents		501,395	(688,472 )
Cash and cash equivalents at beginning of year	2	1,873,625	2,562,097

Cash and cash equivalents at end of year	2	2,375,020	1,873,625

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Talkremit Group Holdings Ltd

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of loss for the financial year to cash generated from operations

	2024	2023
	£	£
Loss for the financial year	(4,633,705 )	(5,284,104 )
Adjustments for:
Amortisation of intangible assets	791,408	661,128
Depreciation of tangible assets	20,945	16,740
Movements in working capital:
(Increase)/decrease in trade and other debtors	(586,150 )	978,884
Increase in trade and other creditors	6,136,413	4,276,597

Net cash generated from operations	1,728,911	649,245

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	2,375,020	1,873,625

3. Analysis of changes in net funds

	As at 1 January 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	1,873,625	501,395	2,375,020

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Talkremit Group Holdings Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Talkremit Group Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 10548128 . The registered office is 20 Eastbourne Terrace, London, W2 6LG.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

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

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purcahse method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

2.4. Going Concern Disclosure

During the year, the Group made a loss of £4.6M (2023: £5.28) and had net liabilities of £20.4M (2023: £15.8M) as at the balance sheet date.

The Group has the support of its ultimate controlling party and Dahabshiil, which has provided the majority of the group's funding to date. Dahabshiil Group Holdings Ltd has confirmed in writing that it will not require repayment of the debt until the group has the resources to repay it and has confirmed in writing its ongoing support for a period of 12 months from the date the financial statements are signed.

...CONTINUED

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.4. Going Concern Disclosure - continued

Since the year end the Group has continued to require support from Dahabshiil for investments in marketing and IT infrastructure development. Based on the success of market growth and significantly increased transaction volumes, 2026 is expected to be financially break-even.

As a result, the directors believe that the Group is well placed to manage its business risks successfully and meet its liabilities as they fall due. The Group therefore continues to aopt the going concern basis in preparing its financial statements.

2.5. Significant judgements and estimations

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Management consider the following to be key sources of estimation uncertainty or significant judgement areas:

Investments in subsidiaries

Investments in subsidiaries are recognised at cost less provision for impairment. Management will assess recoverable amounts of each subsidiary by considering their net asset position and their future profitability. Management have prepared and reviewed forecasts and anticipate that significant profits will be generated by the remainder of the group in the foreseeable future and have therefore not impaired any of the other balances.

Goodwill

Goodwill is recognised at cost on the acquisition of its subsidiaries and subsequently amortised over its useful economic life. Management reconsiders the useful economic life at each balance sheet date and if it has changed, will prospectively alter the rate at which the goodwill is written down. Management also consider whether there are any indicators of impairment at the balance sheet date, and if so, will consider whether the recoverable amount is less than the carrying value. Management have prepared and reviewed forecasts and anticipate that significant profits will be generated by the remainder of the group in the foreseeable future and have therefore not impaired any of the other balances.

Development expenditure

Development expenditure is recognised at cost and subsequently amortised over its useful economic life, estimated to be 10 years. Management reconsiders the useful economic life at each balance sheet date and if it has changed, will prospectively alter the rate at which the Development expenditure is written down. The expenditure incurred relates to a combination of the core infrastructure costs and developing the underlying architecture to build for scale and growth. There are also updates and improvements being made to existing assets. Judgement is applied by management and an element of estimation uncertainty exists in relation to the allocation of time spent by staff and developers between core infrastructure and ongoing updates and improvements to existing assets. The majority of spend year on year relates to core infrastructure spend.

Management also consider whether there are any indicators of impairment at the balance sheet date, and if so, will consider whether the recoverable amount is less than the carrying value. Management have prepared and reviewed forecasts and anticipate that significant profits will be generated from the asset in the foreseeable future and have therefore not impaired any of the balance.

Deferred tax asset

Significant taxable losses have been made during the start up phase of the group, which can be offset against future taxable profits. Management have not recognised a deferred tax asset on the basis that it has yet to make a profit and there is a level of subjectivity over when those losses will be utilised or any asset reversed.

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Turnover

The main trading income for the group is made up of transaction fees and FX profit margins made on the transactions and remittances completed in the year.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the costs incurred and the costs to complete the transaction can be measured reliably.

2.7. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.

Goodwill is amortised over its expected useful life which is estimated to be 10 years.

Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.

2.8. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets are trade marks. It is amortised to profit and loss account to its residual value over its estimated economic life of 10 years.

2.9. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

The amortisation policy used by management is based on 10% - 20% straight line. The expenditure incurred relates to a combination of the core infrstrastructure costs as well as developing the underlying architecture to build for scale and growth. There is also a small amount of updates and improvements made to existing assets. The useful life has been determined by management as being 5 - 10 years depending on the type of spend incurred. The majority of the spend does relate to core infrastructure costs, which is written off over 10 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.

2.10. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Motor Vehicles	25%
Fixtures & Fittings	25%
Computer Equipment	25%

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit and loss.

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.11. Leasing and Hire Purchase Contracts

Rentals paid under operating leases are charged to profit and loss account on a straight line basis over the lease term.

2.12. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.13. Financial Instruments

The company and group only enter into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from bank and other third parties, loans to and from related parties and investments in ordinary shares.

2.14. Foreign Currencies

Functional and presentation currency

The Company's functional currency is GBP.

Transactions and balances

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

On consolidation, the results of overseas operations are translated into Sterling at rate approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.15. Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

2.16. Pensions

The group operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme, once the payments have been paid the Group has no further payment obligations. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

3. Turnover

Analysis of turnover by class of business is as follows:

	2024	2023
	£	£
FX profit margin at remittance	8,201,921	5,641,577

Analysis of turnover by geographical market is as follows:

	2024	2023
	£	£
United Kingdom	614,348	459,005
Europe	2,555,478	1,716,850
North America	18,153	19,835
South America	241	206

...CONTINUED

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Asia	13,732	8,690
Rest of the world	4,999,969	3,436,991

	8,201,921	5,641,577

4. Other Operating Income

	2024	2023
	£	£
Other operating income	740,973	24,335

	740,973	24,335

5. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the group and company's financial statements	106,333	115,000


Other Services
Taxation compliance service	-	7,950
Other non-audit services	-	33,581

	-	41,531

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2024	2023
	£	£
Wages and salaries	1,441,125	1,480,668

7. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 32 (2023: 25)

Company

Average number of employees, including directors, during the year was: 2 (2023: 2)

8. Interest Receivable and Similar Income

	2024	2023
	£	£
Bank interest receivable	51	-

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

9. Tax on Profit

The tax credit on the loss for the year was as follows:

	Tax Rate		2024	2023
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	(57,826 )	(108,108 )


Total tax charge for the period			(57,826 )	(108,108 )

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

	2024	2023
	£	£
Profit before tax	(4,691,531)	(5,392,212)

Tax on profit at 0% (UK standard rate)	-	-
Short term timing differences	-	(8,108 )
Research and Development tax credit	(57,826 )	(100,000 )

Total tax charge for the period	(57,826)	(108,108)

10. Intangible Assets

Group

	Goodwill	Other	Development Costs	Total
	£	£	£	£
Cost
As at 1 January 2024	1,899,362	140	5,607,398	7,506,900
Additions	-	-	1,221,724	1,221,724

As at 31 December 2024	1,899,362	140	6,829,122	8,728,624

Amortisation
As at 1 January 2024	920,437	-	1,344,990	2,265,427
Provided during the period	163,212	-	628,196	791,408

As at 31 December 2024	1,083,649	-	1,973,186	3,056,835

Net Book Value
As at 31 December 2024	815,713	140	4,855,936	5,671,789

As at 1 January 2024	978,925	140	4,262,408	5,241,473

Company

	Other
	£
Cost
As at 1 January 2024	140

As at 31 December 2024	140

...CONTINUED

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Net Book Value
As at 31 December 2024	140

As at 1 January 2024	140

11. Tangible Assets

Group

	Motor Vehicles	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2024	14,500	18,843	67,603	100,946
Additions	-	-	5,792	5,792
Disposals	(9,400 )	(563 )	-	(9,963 )

As at 31 December 2024	5,100	18,280	73,395	96,775

Depreciation
As at 1 January 2024	9,550	6,494	30,730	46,774
Provided during the period	3,038	4,135	13,773	20,946
Disposals	(9,400 )	(563 )	-	(9,963 )

As at 31 December 2024	3,188	10,066	44,503	57,757

Net Book Value
As at 31 December 2024	1,912	8,214	28,892	39,018

As at 1 January 2024	4,950	12,349	36,873	54,172

Company

The company had no tangible fixed assets as at 31 December 2024 or 31 December 2023.

12. Investments

Company

	Unlisted
	£
Cost or Valuation
As at 1 January 2024	1,279,717

As at 31 December 2024	1,279,717

Provision
As at 1 January 2024	2,281

As at 31 December 2024	2,281

Net Book Value
As at 31 December 2024	1,277,436

As at 1 January 2024	1,277,436

Subsidiaries

Details of the group's subsidiaries as at 31 December 2024 are as follows:

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Talkremit Limited	20 Eastbourne Terrace, W2 6LG	Ordinary	100.00%	-
TR Technologies Limited	20 Eastbourne Terrace, W2 6LG	Ordinary	100.00%	-
Talkremit AB	Ostra Hamngatan 17, Goteborg, Sweden	Ordinary	100.00%	-
Talkremit Canada Inc	3rd Floor, 14505 Bannister Rd SE Calgary, ABT2X 3J3	Ordianry	-	100.00%

The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:

	Capital and Reserves	Profit/(loss)
	£	£
Talkremit Limited	1,208,396	385,743
TR Technologies Limited	(21,378,530 )	(4,920,981 )
Talkremit AB	236,076	170,373
Talkremit Canada Inc	(199,350 )	(611 )

13. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Prepayments and accrued income	363,353	128,559	-	-
Other debtors	3,926,833	3,697,223	-	1
Corporation tax recoverable assets	390,365	268,621	-	-

	4,680,551	4,094,403	-	1

14. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	589,816	507,970	-	-
Amounts owed to group undertakings	-	-	957,800	957,800
Other creditors	8,807,262	4,719,200	349,100	349,101
Corporation tax	-	6,047	-	-
Taxation and social security	26,907	43,016	-	-
Accruals and deferred income	281,903	248,245	-	-

	9,705,888	5,524,478	1,306,900	1,306,901

At 31 December 2024, included within other loans is £3,633,523 (2023: £4,365,640) relating to loans provided by shareholders. These loans are interest free and repayable on demand.

Also included within other loans is £2,670,220 (2023: £nil) relating to remittance settlement balances payable to Dahabshiil Group. These balances are interest free and repayable on demand.

Safeguarding of customer funds

Certain subsidiaries of the Group, Talkremit Limited (UK) and Talkremit AB (Sweden), hold customer funds in relation to remittance transactions. These balances are held in segregated safeguarding bank accounts in accordance with applicable regulatory requirements and are not available for the Group’s general use.

...CONTINUED

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Talkremit Group Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

14. Creditors: Amounts Falling Due Within One Year - continued

At 31 December 2024, customer funds held on behalf of clients amounted to £303,300 in Talkremit Limited and £1,156,504 in Talkremit AB. A corresponding liability is recognised within other creditors in respect of these balances.

15. Creditors: Amounts Falling Due After More Than One Year

	Group
	2024	2023
	£	£
Other creditors	23,467,676	21,512,676

Other creditors are repayable on demand and interest free. Dahabshiil Group Limited ("Dahabshiil"), the related entity has confirmed that it will not require repayment of the debt until the company has theresources to repay it, and at least 12 months from the date of the financial statements. The loan is interest free and because there is no set repayment date the loan has not been fair valued.

16. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
1 Ordinary Shares of £ 1.00 each	1	1

17. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to profit or loss in respect of defined contribution schemes was £12,510 (2023: £11,108).

At the balance sheet date contributions of £274 (2023: £2,866) were due to the fund and are included in creditors.

18. Post Balance Sheet Events

The Group has received a claim of £2.1 million arising from money transfer errors and fraud occurring both before and after the year-end. The amount relating to the period prior to the year-end is not material. The Group has submitted a claim to its insurers in respect of this matter.

At the reporting date, the insurers have indicated that they do not consider the claim to be covered under the policy, on the basis that it arises from a technical or system error rather than a covered crime or fraud event, and have referred to exclusions relating to programming or system errors.

The Group has formally challenged this position and requested that the insurers reconsider their decision. The insurers are currently reviewing the Group’s submissions, and no final determination has been made as at the date of approval of these financial statements. Given the uncertainty surrounding the outcome of the claim, no asset has been recognised in respect of any potential insurance recovery.

There are no other post balance sheet events.

19. Related Party Disclosures

The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

20. Controlling Parties

The company's ultimate controlling party is Saeed Dualeh by virtue of his interest in the share capital of the company.

21. Directors' remuneration

During the year fees and remuneration totalling £298,138 (2023: £260,030) were paid to directors for their services as directors of the Group, which is inclusive of pension contributions of £1,313. The highest paid director was paid £171,372, including £1,313 of pension contributions. During the year, fees paid for work by the close family of the directors included £187,895 (2023: £218,579).

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