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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
COMPANY INFORMATION
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TRANSWAP TECHNOLOGIES (UK) LIMITED
CONTENTS
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TRANSWAP TECHNOLOGIES (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
The incorporation of Transwap Technologies (UK) Ltd ('the Firm") in June 2020 has been the realisation of a desire to expand Transwap out of Southeast Asia and into Europe, spearheaded through an initial offering of products and services in the United Kingdom. The Directors recognise that a pre-existing competitive landscape for foreign exchange and payment services exist within the United Kingdom which fosters innovation in addition to a well-developed, mature regulatory environment. By expansion into the United Kingdom, the Firm and the wider Transwap group of companies ("the Group") is well placed to take advantage of such innovation both within the United Kingdom domestic market as well as supporting and providing such advancement to the wider Group.
The core aims of the Firm are therefore to: 1. Provide foreign exchange and payment services to individuals and corporate entities within the United Kingdom. 2. Facilitate foreign exchange and payment services on a real time, low-cost basis within the United Kingdom for clients of the wider Group. 3. Provide a research and development function to bring to market new payment services and associated offerings both within the United Kingdom and for the wider Group. 4. Act as a regional headquarters to drive further European expansion. In order to facilitate the core aims, the directors have recruited an executive team with backgrounds in payment services, operations, public relations and financial product development. The executive team have key experiences in prior financial and technology company start-ups and scale-ups. The focus of the firm therefore through 2026 is to leverage the core technology stack pre-existing with the group to build out the offering as so to be able to provide foreign exchange and remittance services within the United Kingdom.
In February 2022, the Firm obtained authorisation from the Financial Conduct Authority to be an Electronic Money Institution ("EMI"). Being authorised as an EMI is a key requirement to meet the core aims of the Firm, notably around the provision of payment services and permissions to hold client funds.
Authorisation as an EMI is a major undertaking, which by its very nature, requires significant dialogue with the Financial Conduct Authority. The additional oversight that the Financial Conduct Authority has placed upon the sector is welcomed by the directors who believe that the firm is well positioned to meet the additional resilience related requirements. The firm will be engaging in a process of further European expansion, with a European subsidiary of the group being created. Such a subsidiary will itself seek authorisation as an EMI within its local jurisdiction thus enabling the group the ability to offer foreign exchange and payment services across the United Kingdom and European Union.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
With a core Executive Team and by leveraging the existing core technology stack it is believed that solid foundations have been created to allow the Firm to scale up in a fast yet sustainable fashion through 2026 and into 2027.
The Firm considers it well positioned to meet its core aims in 2026.
The Firm started trading at the end of 2022 and it became fully operational through 2023. Financial performance has been directed solely towards initial setup and recruitment, and achieving profitability.
The Directors expect the Firm to remain dependent on the parent, TranSwap Private Limited, until it achieves profitability, expected in 2026.
This report was approved by the board This report was approved by the board and signed on its behalf..
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TRANSWAP TECHNOLOGIES (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 to 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.
The directors who served during the year were:
On 15 June 2026, company have issued 537,000 ordinary shares of GBP 1.00 each to Transwap Private Limited. The consideration was satisfied by capitalisation of equivalent intercompany outstanding amount owing to Transwap Private Limited.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, McMillan Woods Audits Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANSWAP TECHNOLOGIES (UK) LIMITED
We have audited the financial statements of Transwap Technologies UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Profit and Loss and Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity 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, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
During the financial year, the company incurred a loss of £575,104. This is consistent with the losses of the previous four years.The parent company has provided written assurances that it will continue to provide continuing financial support to the company for a period of twelve months from the date of this report.
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.
During the financial year 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.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANSWAP TECHNOLOGIES (UK) LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 have been prepared in accordance with applicable legal requirements.
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.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANSWAP TECHNOLOGIES (UK) LIMITED (CONTINUED)
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TRANSWAP TECHNOLOGIES (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANSWAP TECHNOLOGIES (UK) LIMITED (CONTINUED)
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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
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:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. Our audit procedures were designed to respond to the risk faced by the company,recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, financial reporting legislation, the Companies Act 2006, distributable profits legislation and UK pensions and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates. We addressed the risk of management override of internal controls through testing journals, in particular any entries posted with unusual account combinations or posted by senior management. We evaluated whether there was evidence of bias by the Directors in accounting estimates that represented a risk of material misstatement due to fraud. We challenged assumptions and judgements made by management in their significant accounting estimates, in particular in relation to contract accounting and defined contribution pension scheme accounting.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TRANSWAP TECHNOLOGIES (UK) LIMITED (CONTINUED)
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.
for and on behalf of
Chartered Certified Accountants and Statutory Auditors
42-44 Bishopsgate
United Kingdom
EC2N 4AH
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TRANSWAP TECHNOLOGIES (UK) LIMITED
STATEMENT OF PROFIT AND LOSS AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
REGISTERED NUMBER: SC663015
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by by:
The notes on pages 15 to 25 form part of these financial statements.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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TRANSWAP TECHNOLOGIES (UK) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company is primarily engaged in the provision of foreign exchange and payment services to individuals and corporate entities within the United Kingdom. The Company facilitates real-time, low-cost foreign exchange and payment services within the United Kingdom for clients of the wider Transwap group of companies. There has been no significant change in the principal activities of the Company during the financial year.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the 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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The directors have assessed the Company's ability to continue as a going concern and have considered the financial support available from the parent company. The parent company has confirmed its intention to provide financial support to the Company for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis and have concluded that no material uncertainty exists that would cast significant doubt on the Company's ability to continue as a going concern.
Functional and presentation currency
Transactions and balances
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. The useful life of the entity's intangible assets has been estimated at three years and is amortised on a straight-line basis over this period.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position when the
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Critical judgements Determine whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. Key sources of estimation uncertainty Tangible & Intangible fixed assets Tangible & Intangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. ln re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. Provision for bad debts The Company assesses its trade receivables at each reporting date to determine whether any objective evidence of impairment exists. A provision for bad debts is recognised when there is an indication that the amounts due may not be fully recoverable, based on factors such as the age of the receivable, past payment history, specific customer circumstances, and prevailing economic conditions. The provision represents management’s best estimate of the expected credit loss at the reporting date. Amounts are written off against the provision when recovery is considered unlikely.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company operates a defined contribution retirement benefit plan for all qualifying employees. The assets of the plans are held separately from those of the company in funds under the control of trustees. Where employees leave the plans prior to full vesting of the contributions, the contributions payable by the company are reduced by the amount of forfeited contributions.
The total expense recognised in the statement of profit or loss and other comprehensive income of £19351 (2024: £16,045) represents contributions payable to this plan by the company at rates specified in the rules of the plans. The amounts were paid over subsequent to the end of the reporting period.
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TRANSWAP TECHNOLOGIES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The parent undertaking and utlimate holding company is Transwap Holdings Pte. Ltd, a company incorporated in the Republic of Singapore. The registered office of Transwap Holdings Pte. Ltd is 168 Robinson Road, Capital Tower, Level 12, Singapore 068912.
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