REGISTERED NUMBER: 06302237 (England and Wales)

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

FOR

MIDPOINT & TRANSFER LTD

Page

Company information

1

Abridged balance sheet

2

Notes to the financial statements

3

DIRECTORS:

R M Plutschow

M D Orchard

REGISTERED OFFICE:

12 Tokenhouse Yard

London

EC2R 7AS

REGISTERED NUMBER:

06302237 (England and Wales)

AUDITORS:

Johnsons Chartered Accountants

Statutory Auditor

1-2 Craven Road

Ealing

London

W5 2UA

FIXED ASSETS

Tangible assets

4

6,521

12,114

CURRENT ASSETS

Debtors

22,267

22,736

Cash at bank

13,291

59,711

35,558

82,447

CREDITORS

Amounts falling due within one year

(79,613

)

(298,794

)

NET CURRENT LIABILITIES

(44,055

)

(216,347

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(37,534

)

(204,233

)

CREDITORS

Amounts falling due after more than one year

(287,408

)

-

NET LIABILITIES

(324,942

)

(204,233

)

CAPITAL AND RESERVES

Called up share capital

2,029,436

1,590,000

Retained earnings

(2,354,378

)

(1,794,233

)

(324,942

)

(204,233

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

All the members have consented to the preparation of an abridged Balance sheet for the year ended 30 June 2025 in accordance with Section 444(2A) of the Companies Act 2006.

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 and were signed on its behalf by:

R G Mennie - Director

1.	STATUTORY INFORMATION

Midpoint & Transfer Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting

policies adopted are set out below.

Going concern

The directors have prepared cash flow forecasts covering a period of twelve months from the date of approval of these financial statements. In preparing these forecasts, the directors have considered the Company's trading performance, anticipated revenue growth, expected operating costs.

The Company continues to incur operating losses and remains dependent on financial support from its parent undertaking to meet its obligations as they fall due. The forecasts indicate that the Company will require additional funding during the assessment period in order to continue operations.

The directors have received a letter of financial support from the parent undertaking, One Finance AG, confirming its intention to provide such financial assistance as may be required for a period of at least twelve months from the date of approval of these financial statements. In addition, the directors have considered the financial position of the parent undertaking, including its available cash resources, liquidity position and recent trading performance, and have concluded that the parent undertaking has the ability to provide the support required.

Accordingly, the directors have a reasonable expectation that the Company has access to adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing the financial statements

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents fees receivable for services and are shown net of VAT applicable discounts.

Revenue from contracts for the provision of financial services is recognised at the point when each individual transaction is fully completed. This occurs either when the final beneficiary payment has been processed through the banking system, or when the client instructs that the funds be retained in their personal wallet for future transmission.

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:

Computer equipment- 33% 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.

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 balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when

there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractualarrangements entered into. An equity instrument is any contract that evidences a residual interest in theassets of the company 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

payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are

not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year

or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial

liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar nonconvertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments

Equity instruments issued by the company 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 company.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Totals

£

Cost

At 1 July 2024

111,569

Additions

3,601

At 30 June 2025

115,170

Depreciation

At 1 July 2024

99,455

Charge for year

9,194

At 30 June 2025

108,649

Net book value

At 30 June 2025

6,521

At 30 June 2024

12,114

5.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

J. Stuart Thomson (Senior Statutory Auditor)

for and on behalf of Johnsons Chartered Accountants

6.	RELATED PARTY TRANSACTIONS

Transactions with related parties

The Company is wholly owned by Ofag Limited, which is in turn wholly owned by One Finance AG. Funding provided to the Company is sourced from the ultimate parent undertaking, One Finance AG, and is advanced through Ofag Limited as part of the Group's financing arrangements. In certain instances, funds may be transferred directly to the Company; however, such funding is accounted for within the Group as funding provided through Ofag Limited.

During the year, the Company entered into transactions with Ofag Limited in the normal course of business and received additional funding under these arrangements.

During the year, amounts due to Ofag Limited totalling £439,435 were capitalised through the issue of ordinary shares. As a result, the liability was extinguished and recognised within equity.

At 30 June 2025, the Company owed Ofag Limited £287,408 (2024: £175,000). The balance is unsecured, interest-free and repayable on demand.

7.	POST BALANCE SHEET EVENTS

There have been no material events occurring after 30 June 2025 and up to the date of approval of these financial statements that require disclosure or adjustment in the financial statements.

8.	ULTIMATE CONTROLLING PARTY

The Company's immediate parent undertaking is Ofag Limited. The ultimate parent undertaking and controlling party is One Finance AG.