Company No: 13622447 (England and Wales)

Contents

• Company Information
• Accountant's Report
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Till B2B Ltd
	S Tamvakakis

REGISTERED OFFICE	Work.Life
	4 Crown Place
	London
	EC2A 4BT
	United Kingdom

COMPANY NUMBER

13622447 (England and Wales)

ACCOUNTANT	Gravita Business Services Limited
	Finsgate
	5-7 Cranwood Street
	London
	EC1V 9EE
	United Kingdom

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Two Finance Ltd for the financial period ended 31 December 2022 which comprise the Balance Sheet and the related notes 1 to 7 from the Company’s accounting records and from information and explanations you have given us.

We are subject to the ethical and other professional requirements of the Institute of Chartered Accountants in England and Wales (ICAEW) which are detailed at _http://www.icaew.com/en/members/regulations-standards-and-guidance_.

It is your duty to ensure that Two Finance Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Two Finance Ltd. You consider that Two Finance Ltd is exempt from the statutory audit requirement for the financial period.

We have not been instructed to carry out an audit or a review of the financial statements of Two Finance Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report is made solely to the Board of Directors of Two Finance Ltd, as a body, in accordance with the terms of our engagement letter dated 10 November 2022. Our work has been undertaken solely to prepare for your approval the financial statements of Two Finance Ltd and state those matters that we have agreed to state to the Board of Directors of Two Finance Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Two Finance Ltd and its Board of Directors as a body for our work or for this report.

Gravita Business Services Limited
Accountant

Finsgate
5-7 Cranwood Street
London
EC1V 9EE
United Kingdom

17 July 2023

	Note	31.12.2022
		£
Current assets
Debtors	3	799,266
Cash at bank and in hand		2,313,299
		3,112,565
Creditors: amounts falling due within one year	4	( 661,037)
Net current assets		2,451,528
Total assets less current liabilities		2,451,528
Creditors: amounts falling due after more than one year	5	( 2,500,000)
Net liabilities		( 48,472)
Capital and reserves
Called-up share capital		1
Profit and loss account		( 48,473 )
Total shareholder's deficit		( 48,472)

For the financial period ending 31 December 2022 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Two Finance Ltd (registered number: 13622447) were approved and authorised for issue by the Board of Directors on 17 July 2023. They were signed on its behalf by:

S Tamvakakis Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.

General information and basis of accounting

Two Finance Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Work.Life, 4 Crown Place, London, EC2A 4BT, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The Company has strong cash reserves which it uses to acquire debt, minimal expenses and access to further loan funding if required although no such funding has been required since the period end to date. The directors have confirmed that the loan from the parent company classed as due within one year, will continue to be available and not recalled for at least 12 months from the date of signing these financial statements unless the Company has the funds to make a repayment. Therefore, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

The Company was incorporated on 15 September 2021 and this is the first accounting period from 15 September 2021 to 31 December 2022.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Turnover from fees or discounts on purchased debt is recognised when the significant risks and rewards have been transferred from the merchant to the Company.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. 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.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Trade and other debtors

Other debtors include purchased debt. Purchased debt is recognised at amortised cost less impairment losses for bad and doubtful debts.

Purchased debt is analysed between debtors due within one year and debtors due after more than one year based on expected cashflows of collection of the debt.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a 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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2. Employees

	Period from 15.09.2021 to 31.12.2022
	Number
Monthly average number of persons employed by the Company during the period, including directors	1

3. Debtors

	31.12.2022
	£
Other debtors	799,266

Included within other debtors is £799,266 of purchased debt.

4. Creditors: amounts falling due within one year

	31.12.2022
	£
Amounts owed to Parent undertakings	654,340
Other creditors	6,697
	661,037

Amounts owed to Parent undertakings of £625,000 is subordinated debt ranking below other loans falling due after more than one year, a lending requirement associated with the third party loan presented under creditors falling due after more than 1 year. Amounts owed to Parent undertakings are repayable on demand and do not bear interest.

5. Creditors: amounts falling due after more than one year

	31.12.2022
	£
Other loans	2,500,000

The loan is secured by way of a fixed and floating charge over the assets of the Company.

6. Related party transactions

No remuneration was paid to the directors during the period. The directors are the only key management personnel of the Company.

The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned entities in the group.

7. Ultimate controlling party

The immediate parent company is Two B2B Ltd (formerly Till B2B Ltd), a company incorporated in the United Kingdom and registered at 4 Crown Place, London EC2A 4BT.

The ultimate parent company is Two AS (formerly Tillit AS), a company incorporated in Norway and registered at Grundingen 2 0250, Oslo.