Real Transfer Limited 31/12/2025 iXBRL

Company registration number: NI065249

Real Transfer Limited

Financial statements

31 December 2025

Real Transfer Limited

Contents

Directors and other information

Strategic report

Directors report

Independent auditor's report to the members

Statement of comprehensive income

Statement of financial position

Statement of changes in equity

Statement of cash flows

Notes to the financial statements

Real Transfer Limited

Directors and other information


Directors	Juliano De Moraes	(Resigned 4th September 2025)
	Rahul Bakshi
	Parth Garg
	Harshan Kollara Sankarakutty	(Appointed 4th September 2025)


Company number	NI065249


Registered office	Office 8, Merrion Business Centre
	58 Howard Street
	Belfast
	BT1 6PJ


Business address	3rd Floor
	141-145 Curtain Road
	London
	EC2A 3BX


Auditor	H Two Ltd
	246 Park View
	Whitley Bay
	Tyne and Wear
	NE26 3QX




	Bankers	ClearBank Limited
		Level 27, The Broadgate Tower
		20 Primrose Street
		London
		EC2A 2EW

Real Transfer Limited

Strategic report

Year ended 31st December 2025

Introduction

The Directors present their strategic report of the Company for the year ended 31st December 2025.

The principal activity of the Company is the provision of technology and customer onboarding services for cross-border remittances as a regulated activity, including customer interface technology, transaction processing software and customer support.

The Company is an Authorised Payment Institution regulated by the FCA and formally commenced cross-border remittance operations in September 2024.

Business Review

For the year ended 31st December 2025, the Company generated revenue of £19,981k (2024: £2,721k). Direct costs totalling £20,410k relate to payment processing fees, KYC, commissions paid and brand royalty expenses (2024: £1,157k). Loss after tax amounted to £8,865k (2024: £24k)

Principal Risks and Uncertainties

Market risk - failure to obtain and retain customers in a competitive cross-border remittance market

Operational risk - the risk of losses caused by errors in internal processes

Fraud risk - the risk of loss through internal or external frauds

Compliance risk - risk of failing to fulfil the Company's regulatory obligations as an Authorised Payment Institution

Security risk - the risk of cybersecurity breaches

Financial risk management objective and policies

Foreign exchange risk

The Company operates in cross-border remittance and therefore monitors foreign exchange rates with the aim of reducing the financial impact of currency fluctuations.

Interest rate risk

The Company monitors interest rate changes and the impact on its assets and liabilities.

Credit risk

The Company monitors credit risk closely and considers its current policies of credit checks adequately meets its objectives of managing exposure to credit risk.

Liquidity risk

The Company maintains adequate liquidity to satisfy its financial obligations through cash generated from operations and Group support.

Statement by the directors on performance of their statutory duties in accordance with s.172 (1) Companies Act 2006

As directors of the Company, we are committed to promoting the success of the Company for the benefit of its members as a whole, in accordance with our duties under section 172 of the Companies Act 2006. In making decisions, we have carefully considered the following factors:

(a) The likely consequences of any decision in the long term

The directors consider all material strategic business decisions and their long-term impacts before investing in them. The impact of such decisions is reviewed by the directors on a regular basis to ensure that any adverse effects are considered and appropriate action taken.

(b) The interests of the Company's employees

We consider our people to be our greatest asset and the interests of our employees are always considered when decisions are made. The Company remunerates employees competitively and invests in training and benefits. The Founder hosts bi-weekly All Hands in order to keep the employees informed of strategy and results. There are also regular surveys to gather feedback and make improvements.

(c) The need to foster the Company's business relationships with suppliers, customers and others

The Company is focused on its customers. Management reviews customer feedback on a regular basis with retention being a key KPI. We review service performance indicators across a variety of measures, including net promoter scores (NPS), as well as focus on improving customer satisfaction in all areas.

We aim to work in partnership with our suppliers and to use them to help drive innovation and efficiency across the business.

The Company maintains transparency with regulators to ensure compliance and foster trust in its operations.

(d) The impact of the Company's operations on the community and environment

We have an impact on the communities and society we operate within. Management reviews its environmental footprint and seeks to reduce it wherever possible.

(e) The desirability of the Company maintaining a reputation for high standards of business conduct

We believe that it is crucial that we are trusted by all stakeholders to maintain the highest standards in everything we do as a business. We aim to always do the right thing with our customers and suppliers. We have implemented e-learning programs to ensure adherence to all relevant laws and regulations, including anti-money laundering (AML) and data protection laws (GDPR).

Key Performance Indicators

Management monitors:

Financial indicators such as turnover, gross margin and EBITDA. These are monitored through regular reviews of management accounts and variance analysis.

Customer KPIs such as the number of active and retained customers and volume processed.

Customer feedback through app reviews and net promoter scores (NPS).

Going Concern

The Company is currently loss making and is in its growth phase. It is supported by its parent and ultimate controlling party, Vance Inc. (USA), which subscribed for £10 million of new ordinary share capital in December 2025 and has provided a letter of support confirming its intention to provide such financial support as is necessary for the Company to meet its liabilities as they fall due for a period of not less than twelve months from the date of approval of these financial statements. The Directors have considered the Company's financial position and are satisfied that it is appropriate to prepare the financial statements on a going concern basis.

Future Developments

The Company will continue to pursue its strategy of growing its customer base and developing its cross-border remittance services. The Directors will consider opportunities to broaden the range of services offered where consistent with the Company's long-term objectives.

Results and dividends

The loss for the year, after taxation, amounted to £8,865,414 (year ended 31st December 2024: £24,092).

No dividends were declared or paid during the current year (year ended 31st December 2024: £-).

This report was approved by the board of directors on 17th June 2026 and signed on behalf of the board by:

Parth Garg

Director

Real Transfer Limited

Directors report

Year ended 31st December 2025

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

Directors

The directors who served the company during the year were as follows:


Juliano De Moraes				(Resigned 4th September 2025)
Rahul Bakshi
Parth Garg
Harshan Kollara Sankarakutty				(Appointed 4th September 2025)

Dividends

The directors do not recommend the payment of a dividend.

Events after the end of the reporting period

There are no adjusting or non-adjusting events after the reporting date requiring disclosure.

Directors responsibilities statement

The directors are responsible for preparing the strategic report, 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 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 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 judgments and accounting estimates that are reasonable and prudent; and

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

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

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

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

The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

This report was approved by the board of directors on 17 June 2026 and signed on behalf of the board by:

Parth Garg

Director

Real Transfer Limited

Independent auditor's report to the members of

Real Transfer Limited

Year ended 31st December 2025

Opinion

We have audited the financial statements of Real Transfer Limited (the 'company') for the year ended 31st December 2025 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes to the financial statements, 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, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: - give a true and fair view of the state of the company's affairs as at 31st December 2025 and of its 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 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. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

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

- the strategic report and the directors' report has 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 where 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 the 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, 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. 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: 1. We identified the laws and regulations which apply to the Company and assessed the areas which could have a material effect on the financial statements 2. We analysed the financial statements to assess their susceptibility to material misstatement by obtaining an understanding of the entity's operations and control environment 3. We ensured the engagement team were familiar with the entity and the sector in which it operates, including the laws and regulations applicable to it. The engagement team remained alert to any indications of non compliance throughout the audit 4. By testing manual journal entries, particularly those relating to management estimates or those that were large or unusual, were able to address the risk of management override of controls 5. We reviewed the assumptions and judgements of management in accounting estimates to assess any bias resulting in the risk of material misstatement, indicative of fraud Our audit procedures are designed to make us aware of instances of non-compliance with laws and regulations leading to the risk of materialmisstatement. There are inherent limitations with the audit procedures as detecting a material misstatement due to fraud is more difficult than error, due to deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 we are required to state to them in an auditors 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.

Paul Hutchinson (Senior Statutory Auditor)

For and on behalf of

H Two Ltd

246 Park View

Whitley Bay

Tyne and Wear

NE26 3QX

17 June 2026

Real Transfer Limited

Statement of comprehensive income

Year ended 31st December 2025

		2025	2024
	Note	£	£


Turnover	4	19,980,649	2,720,742
Cost of sales		( 20,410,423)	( 1,156,737)
		__________	_________
Gross (loss)/profit		( 429,774)	1,564,005

Administrative expenses		( 8,435,645)	( 1,588,097)
		__________	_________
Operating loss	5	( 8,865,419)	( 24,092)

Other interest receivable and similar income	8	5	-
		_________	_______
Loss before taxation		( 8,865,414)	( 24,092)

Tax on loss	9	-	-
		_________	_______
Loss for the financial year and total comprehensive income		( 8,865,414)	( 24,092)
		_________	_______

All the activities of the company are from continuing operations.

Real Transfer Limited

Statement of financial position

31st December 2025

		2025		2024
	Note	£	£	£	£

Fixed assets
Tangible assets	10	35,817		-
		_______		_______
			35,817		-

Current assets
Debtors	11	19,878,376		6,974,922
Cash at bank and in hand		15,652,367		3,180,793
		__________		__________
		35,530,743		10,155,715
Creditors: amounts falling due
within one year	12	( 34,389,504)		( 10,113,245)
		__________		__________
Net current assets			1,141,239		42,470
			_________		_______
Total assets less current liabilities			1,177,056		42,470

			_________		_______
Net assets			1,177,056		42,470
			_________		_______

Capital and reserves
Called up share capital	13		10,046,000		46,000
Profit and loss account	14		( 8,868,944)		( 3,530)
			__________		_______
Shareholders funds			1,177,056		42,470
			__________		_______

These financial statements were approved by the board of directors and authorised for issue on 17 June 2026 , and are signed on behalf of the board by:

Parth Garg

Director

Company registration number: NI065249

Real Transfer Limited

Statement of changes in equity

Year ended 31st December 2025

	Called up share capital	Profit and loss account	Total
	£	£	£


At 1st January 2024	46,000	20,562	66,562

Loss for the year		( 24,092)	( 24,092)
	_______	_______	_______
Total comprehensive income for the year	-	( 24,092)	( 24,092)

	_______	_______	_______
At 31st December 2024 and 1st January 2025	46,000	( 3,530)	42,470

Loss for the year		( 8,865,414)	( 8,865,414)
	_______	_________	_________
Total comprehensive income for the year	-	( 8,865,414)	( 8,865,414)

Issue of shares	10,000,000		10,000,000
	__________	_________	__________
Total investments by and distributions to owners	10,000,000	-	10,000,000

	__________	_________	_______
At 31st December 2025	10,046,000	( 8,868,944)	1,177,056
	__________	_________	_______

Real Transfer Limited

Statement of cash flows

Year ended 31st December 2025

	2025	2024
	£	£

Cash flows from operating activities
Loss for the financial year	( 8,865,414)	( 24,092)

Adjustments for:
Depreciation of tangible assets	1,636	281
Other interest receivable and similar income	( 5)	-
Accrued expenses/(income)	332,765	-

Changes in:
Trade and other debtors	( 12,903,454)	( 6,957,722)
Trade and other creditors	23,943,494	10,113,218
	__________	__________
Cash generated from operations	2,509,022	3,131,685

Interest received	5	-
	_________	_________
Net cash from operating activities	2,509,027	3,131,685
	_________	_________

Cash flows from investing activities
Purchase of tangible assets	( 37,453)	-
	_______	_______
Net cash (used in)/from investing activities	( 37,453)	-
	_______	_______

Cash flows from financing activities
Proceeds from issue of ordinary shares	10,000,000	-
	__________	_______
Net cash from financing activities	10,000,000	-
	__________	_______

Net increase/(decrease) in cash and cash equivalents	12,471,574	3,131,685
Cash and cash equivalents at beginning of year	3,180,793	49,108
	__________	_________
Cash and cash equivalents at end of year	15,652,367	3,180,793
	__________	_________

Real Transfer Limited

Notes to the financial statements

Year ended 31st December 2025

1. General information

The company is a private company limited by shares, registered in Northern Ireland. The address of the registered office is Office 8, Merrion Business Centre, 58 Howard Street, Belfast, BT1 6PJ.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the going concern basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.The financial statements are prepared in sterling, which is the functional currency of the entity.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period.

When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.

Tangible assets

tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:


Computer equipment	-	33.33 %	straight line
Fittings fixtures and equipment	-	10 %	straight line

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit or loss in the period in which it arises.

Customer funds

The Company is an Authorised Payment Institution and, under the Payment Services Regulations 2017, holds funds received from payment service users in safeguarding accounts with authorised credit institutions, segregated from the Company's own funds.

4. Turnover

Turnover comprises amounts receivable for services rendered in the course of the Company's principal activity of cross-border remittance and related payment services. Turnover is analysed as follows: Platform fees and customer-facing transaction charges - recognised when the related payment transaction completes. FX spread income recharged from group undertakings - recognised on a cost basis under the Group's transfer pricing policy. Facilitation and resource support service recharges - recognised on a cost-plus basis for services provided to other group entities.

Analysis of turnover by category:

2025

£

Platform fees 1,269,391

FX spread income recharge 15,285,675

Facilitation and resource support recharges 3,425,583

_________ |

19,980,649

_________ |

5. Operating loss

Operating loss is stated after charging/(crediting):

	2025	2024
	£	£
Depreciation of tangible assets	1,636	281
Foreign exchange differences	35,447	1,238
Fees payable for the audit of the financial statements	15,000	-
	_________	_______

6. Auditors remuneration

	2025	2024
	£	£
Fees payable to H Two Ltd
Fees payable for the audit of the financial statements	15,000	-
	_______	_______
Auditors' remuneration for the year is £15,000 (2024: £-). No non-audit services were provided at the date of signing.

7. Staff costs

The average number of persons employed by the company during the year, including the directors, amounted to:

	2025	2024
Administrative staff	12	2
	_______	_______

The aggregate payroll costs incurred during the year were:

	2025	2024
	£	£
Wages and salaries	1,583,498	161,221
Other pension costs	11,429	-
	_________	_______
	1,594,927	161,221
	_________	_______

8. Other interest receivable and similar income

	2025	2024
	£	£
Bank deposits	5	-
	_______	_______

9. Tax on loss

Reconciliation of tax expense

The tax assessed on the loss for the year is the same as (2024: the same as) the standard rate of corporation tax in the UK of 25.00 % (2024: 25.00%).

	2025	2024
	£	£
Loss before taxation	( 8,865,414)	( 24,092)
	_________	_______

Loss multiplied by rate of tax	( 2,216,354)	( 6,023)
Effect of capital allowances and depreciation	( 8,955)	-

Movement in unrecognised deferred tax	2,225,309	6,023
	_________	_______
Tax on loss	-	-
	_________	_______

A potential deferred tax asset of approximately £2,225,309 (2024: £6,023), at the standard UK corporation tax rate of 25%, has not been recognised on the basis that there is currently insufficient certainty over the timing and quantum of future taxable profits against which the losses could be relieved.

10. Tangible assets

	Computer equipment	Fixtures, fittings and equipment	Total
	£	£	£
Cost
At 1st January 2025	-	5,766	5,766
Additions	18,044	19,409	37,453
Disposals	-	( 5,766)	( 5,766)
	_______	_______	_______
At 31st December 2025	18,044	19,409	37,453
	_______	_______	_______
Depreciation
At 1st January 2025	-	5,766	5,766
Charge for the year	501	1,135	1,636
Disposals	-	( 5,766)	( 5,766)
	_______	_______	_______
At 31st December 2025	501	1,135	1,636
	_______	_______	_______
Carrying amount
At 31st December 2025	17,543	18,274	35,817
	_______	_______	_______
At 31st December 2024	-	-	-
	_______	_______	_______

11. Debtors

	2025	2024
	£	£
Trade debtors	139,881	-
Amounts owed by group undertakings and undertakings in which the company has a participating interest	19,576,055	6,842,600
Prepayments and accrued income	46,558	-
Other debtors	115,882	132,322
	__________	_________
	19,878,376	6,974,922
	__________	_________

12. Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	-	298,419
Amounts owed to group undertakings and undertakings in which the company has a participating interest	28,738,279	7,743,524
Accruals and deferred income	332,765	-
Social security and other taxes	131,391	-
Other creditors	5,187,069	2,071,302
	__________	__________
	34,389,504	10,113,245
	__________	__________

13. Called up share capital

Issued, called up and fully paid

	2025		2024
	No	£	No	£
Ordinary shares of £ 1.00 each	10,046,000	10,046,000	46,000	46,000
	__________	__________	_______	_______

Share movements

	No	£
Ordinary :
At 1st January 2025	46,000	46,000
Issue of shares	10,000,000	10,000,000
	__________	__________
At 31st December 2025	10,046,000	10,046,000
	__________	__________

14. Reserves

Profit and loss account: This reserve records retained earnings and accumulated losses.

15. Operating leases

The company as lessee

The total future minimum lease payments under non-cancellable operating leases are as follows:


	£	£

Not later than 1 year	101,385	-
	_______	_______

16. Related party transactions

During the year the company entered into the following transactions with related parties:

	Transaction value		Balance owed by/(owed to)
	2025	2024	2025	2024
	£	£	£	£
Nesse Technologies Inc. (Canada)
FX spread income recharge	15,285,675	-	-	-
Payment facilitation service	458,307	-	-	-
	__________	_________	__________	_________
Total for Nesse Technologies Inc. (Canada)	15,743,982	-	17,344,181	6,842,600

Vance Techlabs Limited (UAE)	-	-	2,225,124	(638,845)
Vance Technologies Limited (UK)	-	-	(46,026)	-
	__________	_________	__________	_________

All transactions were undertaken in the normal course of business. Outstanding balances are unsecured, interest-free and repayable on demand. The key management personnel are considered to be the Directors, who are responsible for planning, directing and controlling the activities of the entity. Remuneration paid to the Directors is disclosed in note 17 to these financial statements. The Company is a wholly-owned subsidiary of Vance Inc., a company incorporated in Delaware, USA. Vance Inc. is regarded by the Directors as both the immediate parent undertaking and the ultimate controlling party. Vance Inc. is the largest and smallest group for which consolidated financial statements are prepared that include the Company. As permitted by section 33 of FRS 102, the Company has not disclosed transactions or balances with members of the Group that are wholly-owned within the group. Transactions with other related parties that are under common control are shown above.

17. Directors' remuneration

During the year, two directors received remuneration totalling a combined £33,500 (2024: £15, 000). No money was paid or benefits accrued to pension schemes in the year (2024: £-).