URCASH / Excent Group

Group Structure & Shareholding Policy

Multi-jurisdiction regulator diligence summary
Jurisdictions in scope: US, UK, EU (incl. PL), CA, CH, JP, SA, AE, QA, IN, NZ, AU, SG, HK, ZA, BR

Purpose

To maintain a regulator-acceptable group structure with:

  • Stable and transparent ultimate control
  • Regulated activity performed only by local licensed entities
  • Arm's-length technology licensing and outsourcing controls
  • Minimised change-of-control events at licensed entities

Master SPV - Group Controller

Master SPV (Delaware)

Role: Ultimate group controller and holding company

Control Mechanism: Board control + reserved matters across entire group

Economics: 25% at Master; 75% allocated across Regional SPVs

Governance: Controls Regional SPVs and downstream Country LicenseCos

Investor Interface: Primary subscription point for investors and strategic partners

Technology OpCo (UK)

Excent-UK (Technology & IP Holder)

Platform & Applications: Owns all platform IP and technology

Open Banking Integrations: Central integration hub for all jurisdictions

Licensing Model: Licenses technology per country/currency to Country LicenseCos

Compliance Tools: Provides ops/compliance tooling via services + IP licence

Regulatory Status: No client money handling; no regulatory permissions required

Regional SPVs (9 Regions)

Regional holding companies and local government support interface. Each Regional SPV owns Country LicenseCos (100%) within its regional scope.

Americas SPV

Scope: North & South America

United States (USD)

Canada (CAD)

Brazil (BRL)

Europe SPV

Scope: European Union & EFTA

United Kingdom (GBP)

Germany/EU (EUR)

Switzerland (CHF)

Middle East SPV

Scope: Gulf Cooperation Council

United Arab Emirates (AED)

Saudi Arabia (SAR)

GCC SPV

Scope: Gulf Region Expansion

Qatar (QAR)

Other GCC markets as licensed

South Asia SPV

Scope: Indian Subcontinent

India (GIFT City hub - INR)

ASEAN SPV

Scope: Southeast Asia Pacific

Singapore (SGD)

Australia (AUD)

New Zealand (NZD)

Greater China SPV

Scope: Greater China Region

Hong Kong (HKD)

East Asia SPV

Scope: Northeast Asia

Japan (Tokyo hub - JPY)

Africa SPV

Scope: African Continent

South Africa (ZAR)

Country LicenseCos

Role & Accountability

One Country LicenseCo per jurisdiction. Each holds local licenses and is fully accountable for:

  • Local governance and board composition
  • AML/CTF compliance and reporting
  • Conduct of business and consumer protection
  • Regulatory disclosures and licensing obligations
  • Client money safeguarding and segregation
  • All local regulatory requirements

Ownership Structure

Country LicenseCos remain clean:

  • Owned 100% by the relevant Regional SPV (or wholly controlled intermediate holdco)
  • No external investor equity at Country LicenseCo level unless required by local law and pre-approved
  • Investor entries/exits occur upstream at Master and/or Regional SPV level
  • This structure minimizes change-of-control notifications/approvals at licensed entity level

Shareholding Rules

Clean Country LicenseCos

  • Owned by relevant Regional SPV (or wholly controlled intermediate holdco)
  • No external investor equity at Country LicenseCo level
  • Exception only if required by local law and pre-approved
  • Maintains regulatory clarity and stability

Economics Allocation

  • Economics can be regionalized between Master and Regional SPVs
  • Example: 25% Master / 75% Regional allocation
  • Master retains control regardless of economic split
  • Controller narrative remains stable throughout

Investor Movements

  • Investor entries/exits occur at Master SPV level
  • Regional participation via Regional SPVs (non-control by design)
  • Movements do not trigger controller notifications at Country LicenseCos
  • Minimizes regulatory approval requirements

Control & Reserved Matters (Master-Controlled)

Master SPV retains control through board appointment rights, voting arrangements, and enforceable reserved matters throughout the chain.

Share & Ownership Controls

  • Any issuance/transfer/pledge of shares in Country LicenseCos
  • Dividend/upstream distributions from Country LicenseCos
  • Material intercompany loans or guarantees

Regulatory & Licensing

  • Material licence application/variation/withdrawal
  • Product perimeter changes or new regulated activities
  • Custody bank or client money safeguarding changes

Governance & Personnel

  • Appointments/removals of directors in Country LicenseCos
  • Key control function appointments or removals
  • Material changes to governance structure

Operational & Technical

  • Material outsourcing arrangements
  • Technology/security/resilience changes
  • Data residency or processing location changes

Operating Controls

Transfer Pricing

  • Excent-UK licence and service fees are arm's-length
  • Documented transfer pricing policy in place
  • Auditable by regulators and tax authorities
  • Complies with OECD guidelines

Outsourcing Governance

  • Country LicenseCos maintain contracts with SLAs
  • Audit/access rights (including regulator access)
  • Incident management and BCP/DR provisions
  • Subcontractor controls and exit/transition assistance

Capital Ring-Fencing

  • Regulatory capital downstreamed to Country LicenseCos in eligible form
  • Pending downstreaming: capital in approved treasury vehicles
  • Treasury policy and audit trail maintained
  • Client funds never commingled

Change-of-Control Discipline

  • Any transaction affecting control requires review
  • Legal/compliance review before execution
  • Master board approval mandatory
  • Controller assessments maintained

Review & Compliance

Ongoing Governance

Quarterly Review: Group structure and compliance with shareholding policy reviewed every quarter

Pre-Entry Review: Comprehensive review prior to new market entry or material licensing milestones

Documentation: This is a governance policy for regulator and investor diligence

Implementation: Jurisdiction-specific implementation must be confirmed by local counsel and, where applicable, the relevant regulator