The directors present the strategic report for the year ended 31 December 2024.

Payment Card Solutions Group Limited owns 100% of the share capital of Payment Card Solutions (UK) Limited a company authorised by the Financial Conduct Authority, UAB B4B Payments Europe a company authorised by the Central Bank of Lithuania, B4B Payments USA Inc and B4B Payments SL (a dormant Spanish entity considered as a potential sales representative office in that jurisdiction) (“B4B Group").

Through its subsidiary companies Payment Card Solutions Group Limited manages, controls and operates the regulated business of issuing Electronic Money products in the UK and Europe in accordance with Electronic Money and other relevant legislation. The B4B Group obtained regulatory permissions in 2020 which enabled B4B Group to commence issuing its established prepaid cards business under its own licences and migrate from its previous card issuing partner. Alongside the established Prepaid Card products, B4B Group has continued to develop its Banking as a Service (BaaS) functionality initially launched late 2022 enhancing the utilisation of the payment rails and currency exchange services of its sister company Banking Circle S.A. to deliver continued strong growth in the UK and European markets throughout 2024. B4B Group also leveraged it relationships with Programme Managers supporting the launch and growth of their own prepaid products using B4B Group permissions (BIN Sponsorship). A Programme Manager can be registered as an Agent or Distributor of a B4B Group regulated subsidiary with the Financial Conduct Authority or the Central Bank of Lithuania.

Through its subsidiary B4B Payments USA Inc, Payment Card Solutions Group Limited provides Programme Management for a VISA product in the United States of America.

During the period ended 31 December 2024, revenues increased by 1.8% to £21,102,395 and Net Revenue after direct costs and partner commissions increased by 13.1% to £12,110,899. Earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by (31.8)% to £987,070. The value of card activity processed with MasterCard increased by 25% reflecting continued growth in prepaid card issuance and the BIN Sponsorship activity with existing Programme Managers.

Excluding the benefit of the exceptional breakage income within Prepaid in 2023, the underlying growth was very strong with revenues increasing by 30.9%, net revenues by 46.0% and profitable EBITDA. Adjusted results show B4B Group delivered growth across all revenue streams:

•    Prepaid Cards: revenue increased 32.6% and net revenue increased 20.5%

•    BIN Sponsorship: net revenue increased 37.8%

•    Payments & FX: net revenue increased by 152.5%

•    Return on Deposits: net interest increased by 46.6%

The above growth was achieved despite B4B’s banking partner in the USA announcing in February 2024 their decision to exit its banking-as-a-service relationships, serving B4B USA notice of the termination of services by November 2024. Although B4B USA revenues increased by 58.8% in 2024, growth of existing business was severely restricted and new business onboarding blocked by the banking partner. Despite B4B Group’s best efforts a new banking partner was not secured by the termination date and the existing B4B USA business was moved to the regulated UK entity for temporary servicing. The Directors firmly believe the USA market represents a significant opportunity for B4B Group and committed to relaunching B4B USA which received acceptance from its new banking partner on 21st August 2025 and expects to relaunch the BaaS products by the end of September 2025.

During 2024 B4B Group focused on the following main activities:

–    Identifying the correct banking partner in the USA to relaunch the B4B USA business.

–    Increasing market awareness of our BaaS product incorporating Banking Circle payment services.

–    Developing relationships with existing Electronic Money customers encouraging organic growth.

–    Developing the relationship with Mastercard and increasing the number of settlement currencies     available to customers.

–    Became a Principle Member of Visa completing the set-up of settlement services to support two new     clients launching in the first half of 2025.

–    New processor integrations in the UK and USA.

–    Launched digital onboarding enhancing the customer experience and improving the efficiency of the     onboarding process.

–    Redesign and re-architecture of the customer facing B4B Mobile App.

–    Developed in-house sanctions tool to improve efficiency of interaction with third party products.

–    Enhanced B4B oversight solution to improve efficiencies in transaction monitoring and compliance.

During 2024 B4B Group through its regulated subsidiaries received recognition within the industry winning for the first time:

–    Best Bank and Fintech Partnership at the Banking Tech Awards 2024.

–    International Payments Excellence Award at the Payments Awards 2024.

–    Best Business Cards Initiative at the PayTech Awards 2024.

At the end of 2024, Payment Card Solutions Group acquired the intellectual property rights to the internally developed B4B Card Processing Platform from its UK subsidiary. With the growth of B4B Europe and the potential growth of B4B USA the Directors believe it is appropriate for the holding company to have ownership of this key operating system that manages customer float deposits, payments and card activity across the whole group.

B4B Group acknowledges that the effective identification and management of risks and opportunities across all its business activities is vital to ensure the delivery of its strategic objectives. B4B Group's approach to risk management is aimed at the early identification of key risks and taking action to remove or reduce the likelihood of those risks occurring and their effects. B4B Group operates a risk based approach regarding its customers and Programme Managers.

Key risks identified by B4B Group are:

–    Ensuring adequate processes and controls;

–    Retaining appropriately skilled employees;

–    Global financial instability leading to customer and/or Programme Manager failure;

–    Financial crime increasing the potential for material losses;

–    Achieving business growth objectives or incurring significant unanticipated costs;

–    Regulatory compliance;

–    Outbreak of a future corona pandemic; and

–    Exposure to a number of financial risks including currency exchange, interest rates, and risks due to

default of credit institutions.

B4B Group addresses the impact and likelihood of the above mentioned business risks mainly through:

–    Systems and processes to perform an exact and accurate reconciliation of daily Electronic

Monies safeguarded and related liabilities;

–    Safeguarding Electronic Monies in the same currencies as the issued Electronic Money products to     minimise the exposure to currency exchange rate movements.

–    Control mechanisms for processors and Programme Managers;

–    Right to perform yearly compliance audits for all Programme Managers;

–    Regular financial reviews of all Programme Managers;

–    Annual assessment of credit institutions;

–    Financial prefunding, i.e. pipeline prefunding;

–    Monitoring and setting policies and procedures to be followed ;

–    Staff workshops and continuous training; and

–    IT security.

All the above controls are embedded into a comprehensive risk management framework, which is designed to identify, measure, manage and mitigate significant risks that could adversely affect B4B Group’s future performance.

B4B Group’s risk exposure is aggregated at Director level within each subsidiary and reported to the Management Board on a case-by-case basis.

B4B Group’s key focus areas in 2025 are:

–    Relaunch for B4B USA following onboarding with new banking partner supporting issuance of E-Money.

–    Implementation of a turnkey debit-like solution to improve card acceptance globally.

–    Creating an improved experience in the channel and partner lifecycle.

–    Enhancing the use of data within the business to aid growth and decision making.

–    Repackaging the BaaS offering to expand the currencies available for payments and scheme settlements.

–    Deliver our 2025 financial targets and KPIs

The future strategy and longer-term vision of B4B Group are:

–    Become the go to partner of choice for BaaS and BIN Sponsorship.

–    Continue to grow the business organically in the UK and European markets.

–    Develop the opportunities in the US Market following the migration to a new issuing bank partner and the     new processor for US card activity.

–    Build strength and depth across the product portfolio, through cross-selling Banking Circle Group     products     and services to existing customers and adding new customers.

–    Retain and grow long-standing relationships with industry players and stakeholders and develop new     relationships as the market continues to evolve.

–    Maintain reputation as a leading European EMI through strong regulatory practices and a culture of     compliance.

–    Introduce VISA prepaid cards into the UK and European markets.

–    Integrate with other Banking Circle Group companies to drive efficiencies, embed relationships, and     grow the business.

–    On-going development of core B4B Group systems.

Business performance is judged against four main performance indicators:

The Directors are highly satisfied with B4B Group’s performance during the year and the achievement of its strategic objectives of developing the opportunities with Banking Circle Group, implementing solutions to support existing customers and onboarding new Programme Managers, growing settlement volumes with Mastercard and readiness to launch new Visa settlement services.

B4B is well positioned to continue to service and grow its portfolio of products, customers and Programme Managers.

In accordance with section 172 of the Companies Act 2006, the Board of Directors act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders, employees, customers and suppliers and maintain a reputation for high standards of business conduct when making decisions for the long term.

Through open and transparent dialogue with our shareholders, we have developed a clear understanding of their ambitions and assessed the impact on our strategic roadmap and culture. As part of the Board’s decision-making process, it considers the potential impact of decisions on relevant stakeholders whilst also having regard to broader factors, including our regulatory obligations, the impact on the users of our e-money services, the welfare of our employees, impact on the environment and the likely consequences of decisions in the long term.

Key decisions and matters that are of strategic importance to the Company include:

Shareholders

The Directors participate in monthly reviews with the parent company to discuss and agree various topics including achievement against key financial and non-financial performance indicators, future strategy, business outlook and regulatory governance. The Directors engage with the senior management to share the visions agreed with the shareholders to ensure a common understanding of the goals and visions.

Regulators

Ensuring a robust safeguarding process is maintained to protect all the e-money deposited with the company and maintain customers unrestricted access to their funds. The Directors appoint an independent consultancy to perform an annual audit of the company’s safeguarding procedures and controls and implement any recommendations for improvements. The Directors oversea collaborative and transparent communications with the regulators to ensure compliance with regulatory standards are maintained.

Customers

Prior to approving any developments to the internal customer management platform, the Directors evaluate the enhancements to ensure there will be no impact on customers access to their e-money deposits. The company supports its clients in managing customer enquiries to ensure resolution in a timely manner with minimal inconvenience to the customers

Employees

Our people are valuable to the success of our business and the company want them to be successful individually and as a team. The Directors are actively engaged in the business interacting with our people daily to ensure employee health and wellbeing The Directors also engage with our people through regular town halls, monthly business updates, periodic satisfaction surveys, internal staff community groups and anonymous communication channels. Employees are encouraged and developed through our appraisal process and all line managers are readily available for face-to-face briefings and meetings.

Clients

Maintaining open relationships with our clients to understand how the company’s service offerings can best support their customer’s requirements. The company has dedicated teams to support clients develop their business and utilises frequent client meetings and events to build long-lasting partnerships.

Suppliers

We maintain open relationships with our suppliers to develop mutually beneficial long-lasting partnerships that ensures the company’s needs are understood in the supply chain and services are delivered on time and in line with expectations. The company attends industry events and is a member of several industry organisations. Prompt settlement of supplier invoices within contracted payment terms is a key policy of the company.

Environment

Maintaining our internal customer management platform to support the latest In-App functionalities allows the company to promote virtual e-money products reducing the manufacture and distribution of the recycled physical cards.

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On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be that of a financial services holding company and a regulated electronic money institution and software developer.

The results for the year are set out on the statement of comprehensive income.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company is below the thresholds for the streamlined energy and carbon reporting requirements and is therefore not required to report on its emissions, energy consumption or energy efficient activities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has access to adequate resources within its subsidiary operations and, through the comfort letter provided by BC Midco Pte Limited confirming immediate financial support, that the Company will continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Payment Card Solutions Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 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, the company 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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's and 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 this report.

Other information

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.

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.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our audit approach was developed by obtaining an understanding of the company’s activities, the key functions undertaken on behalf of the Board by management and by service organisations, and the overall control environment. Based on this understanding we assessed those aspects of the company’s transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our audit approach accordingly.

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006, UK GAAP, Electronic Money Regulations 2011 and regulations which affect the company’s services.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.

We focused on laws and regulations that could give rise to a material misstatement in the company financial statements. Our tests included, but were not limited to:

-              Agreement of the financial statements disclosures to underlying supporting documentation;

-              Enquiries of management;

-              Considering the effectiveness of control environment in monitoring compliance with laws and regulations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

Use of our 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.

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 £1,373,420 (2023 - £856,929 loss).

Payment Card Solutions Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 12-18 Grosvenor Gardens, London, England, SW1W 0DH.

The group consists of Payment Card Solutions Group Limited and all of its subsidiaries.

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.

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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Payment Card Solutions Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the director has a reasonable expectation that the group has access to adequate resources within its subsidiary operations and, through the comfort letter provided by BC Midco Pte Limited confirming immediate financial support, that the Company will continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Turnover relates to contracted fees applied on receipt of customer deposits, payment processing, currency conversions, issuance of E-Money products, card usage and maintenance, card expiry, invoices provided for recurring and one-off contracted services and returns received on deposits held with financial institutions. Fees are collected at the point the event occurs and are recorded in turnover at the full value of the fee with any related commission payable recognised in cost of sales. Returns on deposits are recognised at full value upon receipt. Invoiced sales are measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sates taxes. Turnover is recognised in line with the performance of the services.

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.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

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, 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

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 company 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.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The group capitalises development costs where they meet the recognition criteria under applicable standards. The amount capitalised is based in part on estimated staff time attributable to development work, which is subject to management judgement. Management believes the approach used is consistent with industry practice and adequately reflects the economic substance of the development activities.

Where amounts are due from group entities, the recoverability of intercompany loans is assessed with reference to the financial position and expected future cash flows of the borrower. A provision is made where necessary. Management reviews this regularly and considers the estimates applied to be appropriate based on available information.

The valuation of share-based payment arrangements involves the use of models such as Black-Scholes, which incorporate assumptions including volatility and expected life. These assumptions require judgement and may significantly impact the expense recognised. Management considers the assumptions applied to be reasonable and in line with market data.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge 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:

Payment Card Solutions Group Limited has tax losses carried forward totalling £424,400. As the company is unlikely to make a profit in the next year, a deferred tax asset has not been recognised. The company has the ability to use the loss against profits of the subsidiary if an election is made.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Included within cash at bank are client funds held in client accounts. At the end of the year, these client funds totalled £80,468,762 (2023: £51,417,858) in Payment Card Solutions UK Limited and £28,026,890 (2023: £17,520,613) in UAB B4B Payments Europe.

Included within other creditors are amounts received from clients in advance of the issue of payment cards. These funds are held in client accounts. At the end of the year, the balance owed to clients in respect of these advances was £80,325,113 (2023: £51,297,241) for Payment Cards Solutions UK Limited and £28,026,676 (2023: £17,520,613 ) for UAB B4B Payments Europe and all are repayable on demand.

Cash and bank balances from client funds held in client accounts include £142,938 of spent E-Money future Mastercard settlements held in Mastercard settlement accounts that are cleared in the float creditor liability in January 2025.

The Velocity SV Sarl loan was secured by fixed and floating charges over the company's assets. The guarantee will be ceased upon repayment of the loan.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

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 options granted in December 2024 outstanding at 31 December 2024 had an exercise price €417, and a remaining contractual life of 4 years.

The options granted in June 2023 outstanding at 31 December 2024 had an exercise price €345, and a remaining contractual life of 3 years.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

In the current year the group operated an Enterprise Management Incentive scheme for employees, with share options granted in June 2023 and December 2024. Since the granting of the share options, two employees have left the group and their total of 482 options were forfeited.

The upfront cash support of £200k as per the Visa agreement is subject to a potential refund if the cumulative volume target condition per Visa is not met by the end of the third year of the term. This can result in a proportionate refund up to 100% of the upfront cash support. Management is confident that the group is likely to exceed the target but accepts the volumes are not guaranteed.

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:

After the balance sheet date an additional £2 million loan was drawn down from Velocity SV SARL on the 24th March 2025.

A share allotment of 19,084 Ordinary 1p shares was made on the 29th July 2025. The shares were allotted to BC Midco Pte for a consideration of £5,000,000.

The immediate parent company of the Payment Card Solutions Consolidated Group is BC Midco PTE Ltd, incorporated in Singapore. The registered office of BC Midco PTE Ltd is 12 Marina View, #11-01, Asia Square Tower 2, Singapore 018961.

The ultimate controlling party EQT Fund Management S.à r.l an alternative investment fund manager authorised and regulated by the CSSF in Luxembourg in accordance with the Luxembourg law of 12 July 2013.

EQT Fund Management S.à r.l manages, amongst others, EQT VIII (No.1) SCSp, EQT VIII (No.2) SCSp, EQT VIII Collect SCSp and EQT VIII SCSp each a limited partnership incorporated in Luxembourg and in each case on behalf of their general partners in EQT VIII (GP) SCS and EQT VIII GmbH & Co. KG as applicable. EQT VIII SCSp owns 100% of the shares in Moneyball Topco Pte. Ltd a Singaporean corporate which in turn owns circa 73.5% of the shares in BC Midco Pte. Ltd. Accordingly EQT Fund Management S.à r.l, is considered to exercise ultimate control over the PCS Consolidated Group. The principal place of business for EQT Fund Management S.à r.l, is 51A Boulevard Royal, L-2449, Luxembourg.

The smallest and largest group in which the Payment Card Solutions Group is consolidated is headed by BC Midco PTE Ltd, which prepares consolidated financial statements for the group.