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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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BALLINGER & CO. LTD
CONTENTS
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BALLINGER & CO. LTD
COMPANY INFORMATION
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BALLINGER & CO. LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors of Ballinger & Co Limited (the “company”) present the Strategic Report for the year ended 31 December 2025. This report should be read in conjunction with the financial statements and accompanying notes.
Ballinger & Co. Ltd, formerly known as Financial Services Startup Limited, was founded in 2018. From the outset, the founder was joined by a senior management team drawn from another leading foreign exchange specialist, bringing with them decades of combined industry experience.
The team has an established track record across trading, liquidity management, regulatory compliance and operational resilience, with extensive experience in navigating complex market environments and building robust and sustainable businesses within the sector. During the 2025 financial year, the principal activity of the company was the provision of foreign currency payment services to individual and institutional clients. On 8 August 2025, Tom Dudderidge resigned from his position as Group Chief Executive Officer. The Board subsequently appointed Oliver Bridgen, formerly Group Chief Operating Officer, as Group Chief Executive Officer, with the continued support of the Group Executive Chairman, William Tracey. Patrick Ronane was appointed Group Chief Revenue Officer and Tim Hallinan assumed the role of Group Trading Director. In 2025, the company generated revenue of £8.338 million (2024: £20.94 million). The gross value of currency transactions sold during the year was £4.167 billion (2024: £5.368 billion). The company achieved a profit before taxation margin of 5%, compared with 28% in the prior year. The reduction in revenue is primarily due to the transfer of European clients to the company’s sister companies in Malta. In 2025, the company also introduced digital sales channels as part of its strategy to diversify client acquisition and revenue generation. Revenue generated through these channels represented approximately 2% of the company’s total revenue in 2025.This proportion increased to approximately 7% during the first half of 2026. The company aligns its growth strategy with that of its sister companies, ensuring efficient resource management, capital allocation, liquidity management and risk management across the Group. Credit exposures are managed through client credit assessments, defined credit limits and, where appropriate, collateral and margining arrangements. Client and counterparty exposures are monitored on an ongoing basis, including through stress testing and concentration analysis. Escalation procedures are in place where exposures approach established thresholds.
The company operates in financial markets and is therefore exposed to a range of financial, operational, regulatory and commercial risks. The Board and management maintain oversight of these risks through the company's risk management and governance framework.
In April 2025, financial markets experienced a period of significant volatility, which included the failure of a direct competitor. This period placed increased demands on liquidity and collateral management across the sector and provided a practical test of the company's liquidity management framework. The company managed its liquidity and collateral requirements throughout this period while continuing to meet its obligations to counterparties. Intragroup liquidity movements were monitored closely, and contractual margining and settlement arrangements with clients were utilised where appropriate to manage liquidity requirements. The experience reinforced the importance of maintaining sufficient liquidity resources, effective collateral management and appropriate diversification of counterparties.
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BALLINGER & CO. LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
The Board and management place particular emphasis on liquidity management and the safeguarding of client funds. Business forecasts and financial models are regularly reviewed and updated to reflect prevailing economic conditions and incorporate appropriate stress scenarios and potential market dislocations. The company maintains arrangements designed to comply with applicable safeguarding requirements, including the segregation and protection of client funds where required under the relevant regulatory framework. The directors consider that the company's liquidity management, margin and collateral arrangements, together with its contractual arrangements with clients and counterparties, provide an appropriate framework for managing periods of increased market volatility. Credit risk Credit risk arises from the possibility that a client or counterparty may fail to meet its contractual obligations when they fall due. The company manages credit risk through credit assessment and monitoring procedures designed to limit inappropriate credit and settlement exposures. Prospective clients are subject to due diligence and, where credit is provided, credit assessment procedures prior to the establishment of credit limits. Limits are determined with reference to factors including financial strength, trading profile and collateral arrangements. Existing exposures are monitored on an ongoing basis, and credit limits are reviewed periodically. Settlement and margining arrangements are also managed with the objective of reducing exposure to payment failures. Counterparty credit risk is further managed by maintaining relationships with a number of established financial institutions, reducing the company's dependence on any single provider and providing flexibility in its liquidity and settlement arrangements. Liquidity risk Liquidity risk is the risk that the company may not have sufficient liquid financial resources to meet its obligations as they fall due. The company manages liquidity risk through regular monitoring of cash resources, financial forecasts, collateral requirements and available financing arrangements. Appropriate liquidity buffers are maintained, taking into account both expected requirements and stressed scenarios. Particular attention is given to margin requirements. Potential timing differences between collateral received from clients and margin required by counterparties are monitored to ensure that sufficient resources are available to meet obligations at short notice. The company seeks to maintain a substantially matched trading position in order to limit liquidity and market exposures arising from its trading activities. Residual exposures and mismatches are monitored on an ongoing basis. Intracompany liquidity movements are also monitored to manage dependencies between company entities. Contractual arrangements with clients provide additional risk management mechanisms, including, where applicable, rights to request additional margin, amend credit arrangements or adjust settlement terms. Stress testing and scenario analysis are used to assess the potential impact of market volatility, operational events and changes in client behaviour on the company's liquidity position.
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BALLINGER & CO. LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties (continued)
Foreign currency risk The company undertakes transactions and incurs expenditure in a number of currencies and is therefore exposed to movements in foreign exchange rates. Foreign currency risk arising from client trading activity is principally managed through offsetting transactions with financial institution counterparties. The company seeks to operate a substantially matched trading model, thereby limiting its residual exposure to movements in foreign exchange rates. Foreign currency exposure arising from operating expenditure is more limited, as a significant proportion of expenditure is denominated in the functional currency of the relevant company entity. Operational risk Operational risk may arise from failures or inadequacies in internal processes, systems, people or external events. The company maintains a risk register through which management identifies, assesses and monitors operational and other business risks. Appropriate mitigating actions and controls are established according to the nature and significance of each identified risk. The company recognises that effective risk management also depends on the knowledge and capabilities of its employees. Relevant training is therefore provided in areas including regulatory compliance, legal requirements and professional development.
The company's activities are influenced by global financial markets and economic conditions. Changes in these conditions can affect foreign exchange volatility, client trading activity, market liquidity, counterparty requirements and the company's financial performance.
The principal external factors monitored by management include:
∙Interest rates and monetary policy – changes in central bank policy and interest rates can influence exchange rates, market volatility, client activity, funding costs and swap revenues.
∙Economic conditions – changes in GDP growth, employment, business activity and other economic indicators may affect currencies, client confidence and trading activity.
∙Political and geopolitical developments – political uncertainty, elections, geopolitical tensions and changes in government policy may increase volatility in financial markets and influence client activity.
∙Inflation – changes in inflation expectations and monetary policy responses can affect interest rates, currency valuations and market volatility.
∙Market sentiment and speculative activity – changes in market positioning and investor sentiment can contribute to short-term movements in foreign exchange markets.
∙Global economic events – financial crises, geopolitical events and other significant disruptions may increase volatility and affect market liquidity and counterparty behaviour.
∙Capital flows – changes in international investment and capital flows may affect currency valuations and market liquidity.
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BALLINGER & CO. LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Macro and micro economic conditions and key risks (continued)
∙Commodity prices – significant changes in commodity prices may affect currencies of economies with material exposure to commodity production or consumption.
∙Government debt and sovereign risk – deterioration in sovereign credit conditions may affect currencies, market liquidity and counterparty risk.
∙Market liquidity – periods of reduced market liquidity may result in wider spreads, increased slippage and higher collateral requirements.
Management monitors relevant economic, political and financial market developments as part of its ongoing risk management and business planning processes.
Key business risks
In addition to the financial and operational risks described above, management has identified a number of commercial risks that could affect the company's future performance. These include the loss of significant clients; concentration of revenue among a relatively small number of clients; withdrawal or reduction of counterparty credit facilities; client defaults; concentration of trading activity in particular currencies or sectors; and the company's ability to recruit and retain suitably qualified employees across revenue-generating and support functions. The company seeks to manage these risks through diversification of its client base and counterparties, ongoing credit and concentration monitoring, investment in technology and operational infrastructure, and appropriate recruitment, remuneration and employee development arrangements. The company continues to develop its sales processes, technology and management information capabilities. These are intended to provide management with timely and reliable information with which to identify emerging trends and risks and to take appropriate action.
The Board and management monitor a range of financial and operational key performance indicators to assess the company's performance and progress against its strategic objectives. The principal indicators include:
∙revenue growth on a monthly, quarterly and annual basis;
∙profitability and profit margins;
∙the number of new clients onboarded and actively trading; and
∙diversification of revenue across clients, products, distribution channels and company entities.
These indicators are monitored alongside the company's liquidity position, capital requirements and risk exposures to ensure that growth is achieved within the company's established risk management framework.
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BALLINGER & CO. LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The headline financial performance of the company for the years ended 31 December 2025 and 31 December 2024 is summarised below:
The reduction in key financial indicators is primarily attributable to the transfer of European customers to the company’s Maltese sister entities. The Board of Ballinger Group has implemented a profit-sharing mechanism between the company and the Maltese entities to ensure that shared services and resources are appropriately compensated through intercompany profit sharing arrangements.
This report was approved by the board and signed on its behalf.
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BALLINGER & CO. LTD
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 profit for the year, after taxation, amounted to £317,767 (2024 - £4,210,885).
A final dividend of £1,700,000 was approved by the board of directors and paid on 13 January 2025 (2024: £nil).
The directors who served during the year were:
The highest paid director's total compensation was £1,000,000 in 2025 (2024: £903,333).
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BALLINGER & CO. LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
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.
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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.
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BALLINGER & CO. LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BALLINGER & CO. LTD
FOR THE YEAR ENDED 31 DECEMBER 2025
We have audited the financial statements of Ballinger & Co. Ltd (the 'company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, 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).
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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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BALLINGER & CO. LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BALLINGER & CO. LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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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BALLINGER & CO. LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BALLINGER & CO. LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the foreign currency services sector; we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery and employment legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs and the company's legal advisors.
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BALLINGER & CO. LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BALLINGER & CO. LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 auditor's 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 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
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BALLINGER & CO. LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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BALLINGER & CO. LTD
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 38 form part of these financial statements.
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BALLINGER & CO. LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Ballinger & Co. Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 65 Curzon Street, London, W1J 8PE.
Ballinger & Co. Ltd's main activity is the provision of foreign exchange and payment services to institutional, corporate and private clients worldwide. The principal activities of the company together with the natures of the company's operations are set out in the strategic report on pages 2 to 5. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The principal accounting policies for the company are summarised below. They have all been applied consistently throughout the year and preceding 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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
This information is included in the consolidated financial statements of Ballinger Group Holdings (UK) Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The directors have assessed the company's ability to continue as a going concern. Management reviewed its day-to-day working capital needs, the current economic conditions, and investments in platform and technology development. Based on these analyses, they concluded that the company has sufficient financial resources and a professional team and is expected to continue operating for at least 12 months from the date of approval of the financial statements. The company's annual financial statements are prepared on a going concern basis.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company generated turnover from providing domestic and foreign currency payment services to individual and institutional customers. The turnover comprised of the difference between gross value of currency transactions sold and gross value of currency transactions purchased.
The revenue is recognised when: (a) the gross value of sold currency and gross value of purchased currency can be measured reliably; (b) there is an agreed and accepted contract between the company and customer; and (c) to the extent that it is probable that the economic benefits will flow to the company. The revenue from the spot contracts is recognised at the time a contract is entered into and accepted by the customer and the company. The company also provides foreign currency forward contracts, and the revenue is recognised at the point when both the company and the customer agree and accept the contract terms. Foreign currency forward contracts can include provisions for early drawdowns which allow clients to execute trades fully or partially before the agreed settlement date. In some cases, early drawdown may generate losses. To reliably model and adjust recognised revenues under such contracts, management should assess whether sufficient historical data and client insights are available as at the reporting date. Management evaluated open forward contracts as of the reporting date and applies various scenarios to assess expected cash flows from early drawdowns. When client insights are available, management models an indicative monthly drawdown schedule to estimate expected gains or losses based on the remaining contract duration.
The company incurs costs directly related to its revenue-generating activities, primarily consisting of commissions, bank charges, and costs related to market fluctuations. Commissions are accrued in the same period in which the associated revenue is recognised, while bank charges and market-related costs are recognised as they arise.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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BALLINGER & CO. LTD
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, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed annually, 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.
Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights.
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives, as follows: Computer software - 5 years The company recognises the computer software intangible asset in relation to software configuration and enhancement to incorporate critical features and bring the software into service. Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the company will test the assets for impairment and recognise the cost in profit or loss statement.
Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 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 deducting all of its liabilities. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. As of the reporting date, management analyse open forward contracts and applies various scenarios to analyse expected gains or losses from early drawdowns. They assess expected net cash flows. When client insights and reliable data are available, management uses a detailed model to estimate gains or losses from early or partial settlement. Financial assets are adjusted for estimated losses from early drawdowns, with corresponding entries posted to turnover. The company in some circumstances may hold collateral against trade receivables, with corresponding liability. Apart from this, the company does not trade in financial instruments and all such instruments arise directly from operations. All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The company may hold the collateral against its trade receivables if clients are not within agreed margin facility. In all other circumstances its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. Financial liabilities Basic financial liabilities, including trade and other creditors 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. As the company only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.
Derivative financial instruments Derivative foreign exchange contracts are standalone, non-hedging derivative financial assets and liabilities. They are measured at fair value as of the reporting date, with any changes in fair value recognised in profit or loss. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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. In these financial statements, where the company has the right to settle outstanding debtor and creditors balances with the broker on a net basis, those balances have been offset in the balance sheet.
Page 20
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Ordinary shares are classified as equity. Where the total consideration received exceeds the nominal value of the allotted shares, the company records the excess as share premium. From time to time, the company's management may consider purchasing its own shares. Any excess payment for such purchases is deducted from the initial share premium (received from the allotment of shares), and the remaining balance is recorded in the capital redemption reserve.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors make estimates and assumptions that may impact the financial statements. These estimates include provisions and contingent liabilities. Actual results could be different from the initial assumptions and estimates.
Provisions are recognised in the financial statements when it is probable that an outflow of economic benefits will be required to settle a present obligation for which the estimation of the amount of the obligation can be made reliably. Provisions are charged as an expense to profit or loss in the year that the company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet. A contingent liability is either a possible but uncertain obligation or a present obligation that is not recognised because either an outflow of economic benefits is not probable or the amount of the obligation cannot be reliably made. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. 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 operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Items that require significant management estimates include the fair value of financial instruments, provisions related to ongoing litigation, and share-based payments. Management bases these estimates on historical experience, current market conditions, and other factors deemed reasonable under the circumstances, in accordance with the group's accounting policies. Further details on these estimates are provided in the relevant accounting policies and disclosures. The company collaborates with various experts, including legal and valuation consultants, to ensure that appropriate assumptions are applied.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 25
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 26
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors that may affect future tax charges.
Page 27
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 28
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 29
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the year the company made additional capital contributions of £3,350,084 to Ballinger Markets Ltd, in support of its capital requirememnts. The additonal capital contributions conferred no new shareholder or voting rights.
The company has provided capital contributions to Ballinger Europe Limited, a fellow group undertaking, in support of its capital requirements. Cumulative capital contributions as at 31 December 2025 amounted to £330,606.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 31
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company had the following provisions during the year:
As of 31 December 2022, two provisions have been recognised and reflect management’s best estimate based on all available information at the time they were made.
A provision of £1,931,481 relates to ongoing litigation with a client. The litigation is still active. Management believes this provision should remain unchanged as of 31 December 2025.
A financial instrument is an agreement that creates a financial asset for one entity and a financial liability or equity interest for another. These instruments are recorded when the company enters into the contractual terms associated with them. Their importance stems from their influence on a company’s financial condition, operational outcomes, and risk exposure. Key financial instruments for the company typically include cash, bank deposits with trading bank counterparties, client margin accounts, trade receivables and payables, accruals, provisions, and derivative instruments.
Carrying values of financial instruments The following table sets out the carrying values of the main financial assets and financial liabilities.
Financial assets held at amortised cost
Deposits held with trading bank counterparties are included in the Balance Sheet under 'Debtors: amounts receivable within one year'. Further details are provided in note 16.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial liabilities held at amortised cost
Accruals are included on the Balance Sheet under 'Creditors: amounts falling due within one year'. Further details are provided in note 17.
Other provisions are shown on the Balance Sheet under non-current liabilities. Further details are available in note 18. The company believes that the carrying amounts of the above financial instruments closely approximate their fair values, primarily due to their short-term maturities. Offsetting financial instruments The company offsets the financial assets and liabilities, and the net amount reported in the balance sheet when there is an 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. The financial assets and financial liabilities subject to offsetting consist of client sell currency receivable balances and client buy currency payable balances as of the reporting date. These receivable and payable balances are set off on the basis that the asset is realised and the liability is settled simultaneously. The offset balances are presented on the Balance Sheet under 'Creditors: amounts falling due within one year'. Further details can be found in note 17.
Fair value measurement
The fair value reflects the net amount the company would settle if the foreign currency exchange contracts were terminated on the reporting date. The valuation is derived from publicly available quoted prices for open foreign exchange contracts. The company obtains these quotes either directly through its platform or from open sources like Bloomberg. The fair value charges are recognised by the company on the reporting date.
Page 33
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The foreign exchange forward and SWAP contracts fall into Level 2 of the fair value hierarchy: ‘Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. The following table sets out derivative financial instruments net change in relation to foreign exchange open contracts:
Fair value net change charged to profit or loss of £297,502 is presented in the Profit and Loss account within administrative expenses and represents the movement between the closing balances of the net derivative fair value
At the reporting date the management reviewed open forward contracts and where sufficient and reliable client data was available, management modelled early drawdown scenarios to assess expected gains or losses. The model was based on the remaining contract duration and assumed fixed monthly drawdowns, while interest rates and foreign exchange spot rates remained unchanged. No revenue reduction was required in 2025 for potential losses from early drawdowns (2024: £nil). Financial risk management Credit risk analysis Credit risk refers to the potential loss that may occur if a client fails to meet their contractual obligations on the settlement date. The company expects its clients to meet these obligations and has implemented strong client onboarding and credit risk management processes. These measures include setting credit facility limits, requiring cash collateral, and terminating relationships with high-risk clients. The company has a negligible history of client defaults. The credit risk associated with liquidity providers is considered very low, as they are well-established financial institutions with extensive access to global financial markets. Liquidity risk analysis Liquidity risk is the risk that the company may not have sufficient funds to meet its obligations in a timely manner. The company manages this risk by regularly reviewing its working capital requirements and forecasts. The risk team provides management with weekly cash position reports, allowing for ongoing review and analysis of liquidity risks. Market risk analysis Market risk refers to the company’s exposure to fluctuations in market prices. The company's market risk management includes credit facility agreements tailored to each client, along with initial and variation margin limits. As of the reporting date, the company held total margins of £3,139,759 (2024: £653,150) against clients' open positions. These margins are primarily held in GBP, EUR, CHF, and USD. Other debtors include cash collateral of £18,037,784 (2024: £13,816,151), representing deposits with trading bank counterparties for open positions held with those banks. The cash collaterals with the trading bank counterparties are held in GBP and CHF.
Page 34
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 35
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Capital management
The company manages its capital to maintain its ability to operate as a going concern while maximising returns. It also ensures compliance with regulatory capital adequacy requirements. The capital structure includes fully paid share capital, the share premium account, the share-based payment reserve, and retained earnings. The board regularly reviews and monitors the capital structure in line with management reporting processes.
On 13 January 2025 the directors approved a dividend of £1,700,000 in respect of the year ended 31 December 2024.
Share-based payment represents the cumulative amounts charged to the profit and loss statement in respect of share-based payment arrangements below.
Basis of valuation
There are several valuation methodologies which may be used to value businesses including the price earnings method, the net asset method, the investment method, the discounted cashflow valuation, the dividend yield method and relative valuations. The management has adopted EBITDA (earnings before interest, tax, depreciation and amortisation) relative valuation method in valuing the company. Relative valuation methods derive valuations by comparing financial characteristics of businesses. Turnover valuations are generally used to value businesses that have a steady level of turnover.
Page 36
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Vesting requirements
The options can be vested only on or following a listing, an asset sale or share sale in accordance with the term of the share option contracts. If the option holder ceased to hold employment, the directors shall have a discretion to permit option to be exercised to any extent or remain in force to such an extent and subject to such conditions of exercise as they shall determine. Maximum term of options granted This option shall immediately lapse and cease to be exercisable on the expiry of ten years after the date of grant. Method of settlement The options are settled in the equity of Ballinger Group Holdings (UK) limited, the holding company of Ballinger & Co. Ltd. Basis of the cost allocation The cost of share-based payment is fully allocated to Ballinger & Co. Ltd on the bases that all eligible option holders are employees of Ballinger & Co. Ltd.
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £50,077 (2024: £44,052). Contributions totalling £9,440 (2024: £8,501) were payable to the fund at the balance sheet date and are included in creditors.
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BALLINGER & CO. LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
In the opinion of the directors, the company's ultimate parent company and ultimate controlling party is
No significant events occurred after the balance sheet date and before the issuance of the financial statements that would have a material impact on the company’s financial results.
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