The Board of Directors present their review of the activities of the Group for the year ended 31 October 2025. The Directors, in preparing this strategic report have complied with s414C of the Companies Act 2006.
Principal activities
The Group provides payment services related to processing electronic transactions and facilitating payments between parties, acting as an intermediary between merchants, consumers, banks, and other corporate institutions. The Group's principal operating subsidiary, Global Currency Exchange Network Limited, is authorised and regulated by the Financial Conduct Authority (FCA) under the Payment Services Regulations (Firm Reference Number: 504346). In addition, the Group's Hong Kong subsidiary is regulated there, allowing it to provide certain payment and foreign exchange services within that jurisdiction. The Group operates mainly from its UK offices in London but provides services globally. Additionally, the Group offers deliverable Foreign Exchange services outside PSR regulations. The Group's offerings are service-orientated, streamlined propositions which are typically cheaper services than banks offer.
In addition, the Group also provides commercial hedging solutions, providing deliverable FX to shield clients' businesses from currency volatility. Through this offering, the Group's clients can mitigate their currency risks, ensuring stability and sustainability in client operations.
The Group also provides a mass payment service solution which facilitates global transactions, offering efficient and cost-effective solutions for disbursing funds across borders. Cost-cutting technology and seamless integration capabilities enable hassle-free mass payments, facilitating smoother transactions and enhancing operational efficiency.
The Group accepts payments from and to its customers primarily through bank transfers, offering clients the infrastructure and technology necessary to securely process these transactions. After processing payments, the Group administers the settlement process, ensuring that funds are transferred between banks, liquidity providers, the firm and clients in a timely manner.
Review of the Business
The Group continued to invest to improve its operational capabilities and to grow its geographical footprint by investing in a new entity, GC Partners (DIFC) Limited.
Turnover for the Group of £31.4m was lower compared to the pro-rated 12-month amount of £39.9m for the prior period. The decrease is due to a period of instability resulting from an ownership dispute that was largely outside of the Group’s control. In order to mitigate against decreased revenues, the Group introduced stricter cost controls over the period, this resulted in an improved loss after tax position of £4.2m compared to a loss of £8.1m in the prior 18 month period. During the year, the net assets of the Group decreased to £0.5m from £4.1m in 2024 as a result of the loss for the year.
In August 2025, the Group received further support by way of loan financing of £1.6m in its main trading subsidiary, this loan was provided to stabilise the cash position in the Group during its period of instability. The loan subsequently converted to equity post year end. The Group ended the year with a total cash position of £100.6m compared to £125.3m as a result of holding lower client cash.
During the year, the Group operated one branch outside of the United Kingdom in Spain. This branch supports the Group's international foreign exchange and payments activities, and forms part of the Group's global service offering.
Employees
The Group's employees remain fundamental to the achievement of its strategic objectives and successful delivery of its business plan. In addition to being a responsible employer in respect to pay and benefits, the Group continues to engage with employees to ascertain which training and development opportunities should be made available to improve productivity and individual employees' potential within the business.
Clients, suppliers and others
The Directors believe that understanding the needs and requirements of its client base is an essential component to a successful business. As such, the Group aims to maintain strong relationship management and a high level of engagement with clients. Client satisfaction is monitored through client experience reports and ratings which in turn helps inform decision making. Similarly, maintaining strong relationships with the Group's suppliers and other stakeholders (including banking, liquidity and technology partners) contributes to the high level of service that the Group can offer clients.
Environment and Community
The Directors take sustainability and environmental responsibility seriously and have in place diversity and inclusion policies to encourage a culture of fairness and equality. The Group supports several local community initiatives and has actively supported employees in undertaking charitable endeavours close to their hearts. The Group has also introduced an employee electric car scheme to support carbon emission reduction.
Governance and regulation
The Directors operate the business in a responsible manner and are committed to ensuring that relevant policies, procedures and frameworks are in place to foster a culture of high ethical standards covering compliance and corporate governance. These policies include areas such as GDPR, terrorist financing, anti-money laundering and safeguarding. Employees are expected to act within a set of common values that are designed to bring transparency, trust, respect and a level of conduct that allows the Group to thrive in a highly regulated industry.
Principal risks and uncertainties
The risk environment is characterised as the failure to deliver services clients require in a compliant manner. The Group's Risk framework approach is through a three lines of defence model, with responsibility for risk spread throughout the business. The first line of defence is assumed at an operating level, the second line, focused on the monitoring and control of risk, is undertaken by the risk committee, risk management function and the compliance function. The responsibility for the third line of defence sits with the Board itself since it has statutory and regulatory duties to ensure that all internal controls are appropriate and functioning adequately. The main risk areas identified by the Directors are summarised below:
Liquidity risk: This risk arises if the Group fails to meet its payment obligations as they fall due. This risk is mitigated by cashflow modelling to ensure that there is sufficient liquidity to meet its forward-looking obligations and needs. The Group actively monitors its liquidity by maintaining adequate liquid assets and closely monitoring cash absorption. The Group maintains a recovery plan which has identified a number of leading indicators for risks or threats and a series of corrective steps that could deliver liquidity to the Group should it be required.
Credit risk: This risk arises if a counterparty, whether a financial institution or a client, defaults on their contractual obligation to the Group resulting in financial losses. Whilst financial counterparty credit risk is inherent to the business model the Group operates, the Group mitigates the risk by only using institutions with good credit ratings and is actively working on continual improvements to its counterparty concentration policy. In respect of client credit risk, the Group ensures that it maintains sufficient cash collateral to mitigate the risk of financial loss as a result of default. The Directors acknowledge that the risk of clients defaulting is increased during periods of high volatility and therefore has heightened monitoring in place. The processes and procedures in place reduce credit risk to a low level.
Operational risk: This risk arises as a direct or indirect loss resulting from inadequate planning, control, policies and/or procedures. These risks can be affected by technology, employees and other external factors. The Group has developed and tested bespoke transaction, reconciliation and reporting systems to ensure that all policies and procedures are in line with regulations and that these systems allow the business to increase efficiencies as well as mitigate risk.
Financial/FX risk: This risk arises through the provision of foreign exchange services and the associated currency fluctuations that may occur. All transactions that clients engage with the Group are managed with a one-for-one FX transaction with the Group's liquidity providers. For forward transactions, collateral/margin is requested from clients at the point of execution and then managed and monitored for exchange rate movements throughout the life cycle of the transaction.
Internal control risk: This risk arises from the potential gaps or weaknesses in any system of internal controls that permits error or fraud to occur and potentially cause losses to the Group. This risk is mitigated by ensuring that policies and procedures are comprehensive and clearly documented and adherence is periodically tested.
Regulatory risk: This risk arises if the Group does not comply with the range of regulations and its licence obligations. The Group is exposed to law and regulation changes in several areas including tax treatment, reporting and disclosure requirements, consumer duty and financial promotions, and the risk becomes heightened as the Group expands its regulatory footprint. The Group continues to make significant investment in its Compliance and Risk functions to address these risks, primarily through technology, systems and personnel with extensive knowledge of the regulatory environment that the Group operates in. The Directors believe that its in house professional teams and external advisors ensure that the Group addresses regulatory issues before they can crystallise into risk to the Group.
Future developments
The Group is focused on returning to sustainable profitability through continued growth in its payments and foreign exchange activities, along with maintaining discipline within its cost basis. Management seeks to achieve this through enhancing operational efficiency, expanding its client base and investing in technology capabilities. The Group continues to explore opportunities for growth in existing and international markets whilst maintaining a prudent approach to risk management and regulatory compliance.
Companies Act 2006 s172(1) statement
The Directors are responsible for promoting the success of the Group for the benefit of its member as a whole, having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006.
The Directors acknowledge their duties to promote the success of the Group and ensure wider engagement with stakeholders. The Directors meet regularly with the Group's Executive Committee in order to fulfil these duties, and external advice is sought where necessary. The Directors have also ensured that the governance framework in place adequately delegates decision-making to the most appropriate employees of the Group.
The Directors believe that treating the Group's counterparties with integrity, transparency and respect is key to fostering strong, long-lasting relationships. Enhancing the Group's reputation through dedicated client support, care and fair treatment is a core objective. Operational efficiencies and improvements are an integral part of the Group's strategy and contribute to these objectives.
The Group remains committed to being a responsible organisation. The behavioural expectations of the Group's employees, clients, shareholders, as well as the community that it acts in are all considered during material decision making. The link between the Group's values and success is closely associated and the Group is invested in ensuring that its collective values are instilled throughout the business, which in turn will contribute to the Group achieving its strategic objectives.
On behalf of the board
The directors present their report with the financial statements of the Company and the Group for the year ended 31 October 2025.
The results for the year are set out on page 11.
No dividends were paid or declared in the year and the directors do not recommend the payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Azets Audit Services, is deemed to be reappointed as auditor of the Company and Group in accordance with section 487(2) of the Companies Act 2006.
The Group has adequate financial resources and a sizeable established client base generating revenue across a range of currencies and clients. The directors have considered the Group's prospects for a period of at least 12 months from the date of approval of these financial statements. Further details can be found in note 1.4 in the notes to the financial statements. |
We have audited the financial statements of GC Partners Group Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 October 2025 which comprise the Group profit and loss account, the Group statement of comprehensive income, the Group balance sheet, the Company balance sheet, the Group statement of changes in equity, the Company statement of changes in equity, the Group statement of cash flows, and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group or parent 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 the report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we 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. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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.
Use of our report
This report is made solely to the company’s member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,251,745 (2024: Profit £300,000).
GC Partners Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5th Floor, 85 London Wall, London, United Kingdom, EC2M 7AD.
The group consists of GC Partners Group Limited and all of its subsidiaries.
These financial statements have been prepared for the 12 month period to 31 October 2025. The comparative figures presented cover an extended accounting period of 18 months, from 1 May 2023 to 31 October 2024. The prior year extension from the standard 12-month reporting period was made to align the timing of a significant acquisition with the start of a new financial year, which was considered commercially beneficial for integration and strategic planning purposes. As a result, the comparative figures presented are not directly comparable. The group has applied the recognition, measurement, and disclosure requirements of FRS 102 consistently throughout the extended period.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 except for the valuation of forward exchange contracts which are not fair valued as described in note 1.12.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
The consolidated financial statements incorporate the results of business combinations using the purchase method, except in respect of Global Custodial Services Limited as described below. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
For the consolidated financial statements, the effect of using the merger accounting concept is to show GC Partners Group Limited as if it had always been the parent undertaking of Global Custodial Services Limited. These consolidated financial statements therefore include the results of Global Custodial Services Limited from the date of its incorporation. The difference between the nominal value of the shares issued to the former shareholders of Global Custodial Services Limited and the nominal value and share premium of the ordinary share capital of Global Custodial Services Limited has been credited to a merger reserve. |
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The consolidated financial statements incorporate those of GC Partners Group Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
The consolidated financial statements are prepared using financial information to 31 October 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. | |
The Group has adequate financial resources and a sizeable established client base generating revenue across a range of currencies and clients. The directors have considered the Group's prospects for a period of at least 12 months from the date of approval of these financial statements.
The Group continues to maintain a positive net asset position at the balance sheet date, providing a capital base from which to support its ongoing operations. The directors consider this, together with the Group's cash resources and expected future trading performance, to be a significant factor in assessing the Group's ability to continue as a going concern.
The directors have reviewed detailed profit forecasts and cash flow projections which indicate that the Group will have sufficient financial resources to meet its obligations as they fall due throughout the forecast period. The forecasts incorporate a number of cost reduction measures implemented following the year end, including reductions in staff costs and the relocation to more cost efficient office premises in the UK, without adversely affecting the Group's operational capabilities. The Group has met its FCA regulatory capital requirements throughout the period and is forecast to continue to do so.
In assessing the appropriateness of the going concern basis, the directors have also considered the Group's established and diversified client base, which continues to generate consistent recurring revenues. Sensitivity analysis has been performed on a range of reasonably possible downside scenarios, including reductions in client activity and adverse trading conditions affecting key business lines. The results of this analysis demonstrate that the Group is expected to maintain sufficient liquidity to meet its obligations as they fall due and withstand reasonably foreseeable adverse changes in trading performance.
Accordingly, the directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing these financial statements. The financial statements have been prepared on the basis that the Group will continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
Turnover represents the gross spread/margin or fee charged for any payment and/or where money is exchanged into another currency on behalf of clients. It is accounted for on the date of trade, being the date on which authorisation is received to undertake the currency transaction and the rate is fixed such that the order can be fulfilled on the date required by the customer. For both spot and forward foreign exchange transactions, turnover is recognised on a net basis at trade execution as the spread between the client rate and the rate obtained from liquidity providers; amounts relating to executed but unsettled trades are recorded as accrued income within trade and other receivables until settlement.
Where the group enters into a forward contract with a client, it simultaneously enters into a matched contract with a currency supplier; the group does not take market risk on these back-to-back arrangements. Revenue on such forward contracts is recognised on trade execution when the customer is contractually committed and pricing is fixed.
Revenue is also recognised in respect of administration and other fees charged for treasury management and payment services when the related services are performed. Where cash is deposited by clients for remittance to beneficiaries but is not converted to another currency, the fees for such services are recognised in revenue when the service is performed.
The whole of the turnover of the group is attributable to the principal activity of the business.
The group provides services globally through international representatives and offices in Spain, Portugal, Dubai and Hong Kong, generating revenue from an international client base across a range of currencies.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
The group enters into forward foreign exchange contracts with its customers, which are fully hedged through simultaneous matched contracts with currency suppliers. Revenue from these contracts is recognised on trade execution, when the customer is contractually committed and pricing is fixed. The margin earned is reflected as the spread between the client rate and the rate secured from liquidity providers, and is recognised as turnover at that point.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Amounts payable to clients
Amounts payable to clients comprise amounts received in advance from clients in respect of foreign exchange transactions prior to the maturity date of a trade, currency owed to clients post maturity date awaiting settlement, and the market movements on client open transactions. Client balances held in foreign currency are translated into sterling at the rates ruling at the statement of financial position date.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine whether leases entered into by the Group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Determine whether there are indicators of impairment of the Group's tangible 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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible 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. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programs are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Determining whether or not the company's investments in its subsidiaries and participating interests have been impaired requires estimation of the value in use of the investments. The value in use calculations requires the entity to estimate the future cash flows expected to arise from the investments and suitable discount rates in order to calculate the present value. The carrying value of investments in subsidiaries and participating interests at the reporting date was £15,512,033 (2024: £14,374,561).
The directors have considered the key sources of estimation uncertainty. Other than the matters disclosed in note 25, they do not consider there to be any other sources of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 October 2025 are as follows:
Registered office addresses are as follows:
Included within cash at bank are amounts held on behalf of clients of which £82,605,544 (2024: £84,404,672) is safeguarded in accordance with regulatory obligations, with the corresponding liabilities included under financial liabilities in note 17.
During the year, the group issued loan notes totalling £1,600,000. The loan notes are to be redeemed at par value of £1,948,000 in March 2028. The loan notes incur interest at 13%.
The loan notes were converted into equity during the year ending 31 October 2026.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
As at 31 October 2025, a deferred tax asset has been recognised due to the reasonable expectation of tax due in future periods in respect of taxable temporary differences.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The Company has issued one class of share capital, comprising ordinary shares. Each ordinary share confers full voting rights, entitlement to dividends as declared, and a right to participate in the distribution of surplus assets upon winding up. There are no preferences or restrictions attached to the ordinary shares.
In accordance with the Company’s articles of association, the directors may declare interim dividends. All other dividends require approval by an ordinary resolution of the shareholders, based on a recommendation from the directors as to the amount. Dividends must not exceed the amount recommended and must be paid in accordance with shareholders’ respective rights. There are no restrictions on the repayment of capital other than those set out in the Companies Act 2006.
The merger reserve was established as a consequence of the company becoming the parent company of Global Custodial Services Limited in 2018. The capital redemption reserve was established in connection with repurchases of shares in the company.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The Group is subject to ongoing legal claims. The outcome of these matters remains uncertain and accordingly they have been disclosed as contingent liabilities. It is not currently practicable to estimate reliably the potential financial effect of these matters. The ultimate outcome, timing and amount of any potential settlement or judgment depend on future legal proceedings. It is not considered possible for any reimbursement.
The directors have considered events occurring between 31 October 2025 and the date on which these financial statements were authorised for issue. No adjusting events have been identified. The following non-adjusting events are disclosed as they are considered material to the understanding of the financial statements.
The loan notes with the base amount of £1,600,000 as per note 19 were converted into equity during the financial year ending 31 October 2026.
GC Partners Europe B.V. was dissolved on 22 June 2026.
The remuneration of key management personnel is as follows.
The Group has taken advantage of the exemption available under FRS 102 Section 33.1A from disclosing transactions between wholly-owned members of the Group.
Included within the debtors is a balance of £Nil owed by M Cox (2024: £625,000).
During the year expenses totalling £3,060,111 were paid to Numito Limited (2024: £3,741,821), a company of which M Cox was a director.
During the year, rental expenses of £12,000 (2024: £18,000) were paid to M Cox, who was a director of the company for a period of the year, in respect of a property in Spain. No amounts were outstanding at the year end (2024: £Nil).
Included within debtors is a balance owed from S Panesar of £10,000 (2024: £Nil). No amounts were repaid, written off or waived during the period.
The immediate parent undertaking is Valiant FX Bidco Limited, a company incorporated in England and Wales.
The ultimate controlling party is Valiant FX Topco Limited, a company incorporated in England and Wales. Consolidated financial statements for the largest group are available from Valiant FX Topco Limited's registered office; Hornbeam House, 81 Bridge Road, East Molesey, England, KT8 9HH.
Included within cash at bank is amounts held on behalf of clients totalling £82,605,544 (2024: £84,404,672) which are safeguarded in accordance with regulatory obligations.