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

Payment Card Solutions (UK) Limited T/A B4B Payments (“B4B”) manages, controls and operates the regulated business of issuing Electronic Money products in accordance with Electronic Money and other relevant legislation. B4B obtained additional regulatory permission in 2020 which enabled B4B to commence issuing its establish prepaid cards business under its own licence and migrate from its previous card issuing partner. In addition to growing the prepaid card issuing business, B4B expanded its product offering during 2022 and 2023 to provide Banking as a Service (BaaS) products including payment processing and currency conversion. B4B also supports Programme Managers to launch their own prepaid products using B4B permissions (BIN Sponsorship). A Programme Manager can be registered as an Agent or Distributor of B4B with the Financial Conduct Authority (FCA).

During the period ended 31 December 2024, revenues declined marginally by 3% to £18,480,793 but net revenue after direct costs and partner commissions increased by 6% to £9,849,598. Excluding the benefit of exceptional revenues from a non-recurring project in 2023, the revenues in 2024 increased by 26% and the net revenues by 47% reflecting the continued growth across all revenue streams of the business

Earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by 17% to £2,182,108. 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.

Following the departure of the UK from the European Union on 31st January 2020, B4B novated its existing European customers to UAB B4B Payment Europe which was a newly established regulated entity in Lithuania within the Payment Card Solutions Group. B4B continues to see strong growth in the UK sector following Brexit and the COVID pandemic and continues to support the strong growth at UAB B4B Payments Europe.

B4B is a wholly owned subsidiary of Payment Card Solutions Group Limited. The parent company and its subsidiary companies was acquired by BC Midco Pte, Ltd on 29th December 2022. Following the acquisition B4B has successfully expanded its BaaS product offering utilising the banking facilities of the Banking Circle Group.

B4B 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'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 operates a risk based approach regarding its customers and Programme Managers.

Key risks identified by B4B 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 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;

• 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’s future performance.

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

During 2024 B4B focused on the following main activities:

• 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 offered to customers.

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

• New processor integrations.

• 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.

• Supported US sister company migrate to new card processor in USA.

During 2024 B4B 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

B4B’s key focus areas in 2025 are:

• Implementing 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.

• Support growth in the North American and European markets through sister entities.

• Deliver our 2025 financial targets and KPIs

The future strategy and longer-term vision of the company are:

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

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

• Continue to grow the business organically in the UK market and support the growth of the business through its sister subsidiaries in Europe and North America.

• 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.

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

• On-going development of core B4B systems.

Business performance is judged against 4 main performance indicators:

     2024 2023

Revenue     -3%     +146%

Net Revenue     +6%     +131%

EBITDA     -17%     +323%

Settlement Volume +25%     +110%

The Directors are highly satisfied with B4B’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 manging 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.

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 is that of 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 final dividend.

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

In accordance with the company's articles, a resolution proposing that Kirk Rice LLP be reappointed as auditor of the company will be put at a General Meeting.

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 company’s auditor 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 company’s auditor is aware of that information.

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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

We have audited the financial statements of Payment Card Solutions (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 company's affairs as at 31 December 2024 and of its profit 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the 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 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 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 by management, and the overall control environment. Based on this understanding we determined an overall materiality and 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, FCA and FRS 102.

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.

Using the risk assessment, alongside our understanding of the company's business and their control environment, we considered our approach to ensure sufficient coverage was obtained across the entire 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 the 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 member 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 the member 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, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Payment Card Solutions (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 12-18 Grosvenor Gardens, London, England, SW1W 0DH.

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.

This 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:

• Section 4 'Statement of Financial Position': Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Payment Card Solutions (UK) Limited is a wholly owned subsidiary of Payment Card Solutions Group Limited. and the results of Payment Card Solutions (UK) Limited are included in the consolidated financial statements of Payment Card Solutions Group Limited.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to 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.

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.

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 credited or charged to profit or loss.

At each reporting period end date, the company 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.

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 company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 company 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 company 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 company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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 company’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 when the company has 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.

The company operates a defined contribution pension contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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. 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.

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 group share-based payment arrangement granted to its employees. The expense in relation to options over the indirect parent company, BC Midco Pte Ltd’s shares granted to employees of the subsidiary, Payment Card Solutions (UK) Limited are 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 leases asset are consumed.

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.

In the application of the company’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 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 3 (2023 - 3).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2023 - 2).

The highest paid director has been entitled to receive shares under a long term incentive scheme during the year.

from 1 April 2023 the Corporation tax rate increased from 19% to 25%.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

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).

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: £51,297,224) 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 following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

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.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company has one class of ordinary shares which carry equal rights.

A share allottment of 1,388 Ordinary 1p shares was made on 31 January 2024. The shares were allotted to Payment Card Solutions Group Limited for a consideration of £500,000.

The company is a wholly owned subsidiary of Payment Card Solutions Group Limited. The company has taken advantage of the disclosure exemption conferred by FRS 102 paragraph 26.18(b) on the grounds that the share-based payment arrangements are group schemes and full details are disclosed in the consolidated financial statements of Payment Card Solutions Group Limited.

Certain employees of the company participate in share-based payment arrangements operated by BC Midco Pte. The cost of these arrangements is recharged to the company and is recognised as an expense in the profit and loss account over the vesting period, with a corresponding credit in equity as a capital contribution from the parent undertaking.

The total charge recognised in the profit and loss account in respect of share-based payments during the year was £9,939 (2023: £9,292).

Full disclosure of the group’s share-based payment arrangements, including the nature and extent of such arrangements, is provided in the consolidated financial statements of Payment Card Solutions Group Limited.

The Capital Contribution reserve relates to the share based payment charge vested for EMI Share options granted in the year which have been issued directly from BC Midco Pte Ltd to employees in Payment Card Solutions UK Ltd. The charge has been recognised as a capital contribution from the parent.

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 company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company's parent is Payment Card Solutions Group Ltd, incorporated in the UK. The registered office address of Payment Card Solutions Group Ltd is 12-18 Grosvenor Gardens, London, England, SW1W 0DH.

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 parent of the smallest group preparing consolidated accounts of which the company is a member is Payment Card Solutions Group Limited, incorporated in the UK. The company's registered office address is 12-18 Grosvenor Gardens, London, England, SW1W 0DH.

The parent of the largest group preparing consolidated accounts of which the company is a member is BC Midco PTE Ltd, incorporated in Singapore. The company's registered office address is 12 Marina View, #11-01, Asia Square Tower 2, Singapore 018961.