Company registration number 10519681 (England and Wales)
IXARIS GROUP HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
IXARIS GROUP HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
IXARIS GROUP HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
3,250,872
3,267,241
Current assets
Debtors
6
102,329
70,098
Creditors: amounts falling due within one year
7
(7,786,875)
(5,429,008)
Net current liabilities
(7,684,546)
(5,358,910)
Net liabilities
(4,433,674)
(2,091,669)
Capital and reserves
Called up share capital
2,745
2,745
Other reserves
1,000,000
1,000,000
Profit and loss reserves
(5,436,419)
(3,094,414)
Total equity
(4,433,674)
(2,091,669)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 9 October 2025 and are signed on its behalf by:
Mr Spencer Hanlon
Director
Company registration number 10519681 (England and Wales)
IXARIS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Ixaris Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Floor 3, 18 St. Swithin's Lane, London, England, EC4N 8AD.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

The financial statements have been prepared on a going concern basis. As at 31 December 2024, the company incurred a loss for the year of £2.3 million (2023: £164,000) and had net current liabilities of £7.7 million (2023: £5.5 million) and net liabilities of £4.4 million (2023: £2.1 million). The company’s ability to continue as a going concern is dependent upon the ongoing financial support of its parent company, which has confirmed its intention to provide such support for the foreseeable future.true

The directors acknowledge that the company is dependent on the financial support of its parent undertaking. The immediate parent company, Nium Fintech International Pte. Ltd., and the ultimate parent company, Nium Pte. Ltd. (Singapore), have confirmed that they will continue to provide financial support to the company for a period of at least twelve months from the date of approval of these financial statements.

Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. 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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.4
Cash and cash equivalents

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.

IXARIS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Financial instruments

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

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.

Classification of financial liabilities

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

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 paymen ts 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. A m ounts 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.

1.6
Equity instruments

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.

1.7

Comparatives

There were no changes in comparative figures during the year.

IXARIS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of Investment in Subsidiaries

The company holds material investments in 100% owned subsidiary undertakings. These investments are carried at cost less any accumulated impairment losses. The directors follow a simplified approach when reviewing the carrying value at each reporting date, considering whether there are any obvious indicators of impairment based on the subsidiaries’ net asset positions.

3
Employees

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

2024
2023
Number
Number
Total
-
0
-
0
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
3,250,872
3,267,241
IXARIS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Fixed asset investments
(Continued)
- 5 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
3,267,241
Write-off
(16,369)
At 31 December 2024
3,250,872
Carrying amount
At 31 December 2024
3,250,872
At 31 December 2023
3,267,241
5
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Entropay Limited
England and Wales*
Ordinary
100.00
-
Ixaris Solutions Limited
England and Wales*
Ordinary
100.00
-
Ixaris Technologies Limited
England and Wales*
Ordinary
100.00
-
Ixaris Financial Services Malta Limited
Malta**
Ordinary
100.00
-
Ixaris Systems (Malta) Limited
Malta**
Ordinary
100.00
-
Ixaris USA LLC
USA***
Ordinary
0
100.00
Ixaris Financial Services Holdings Limited
England and Wales*
Ordinary
0
100.00
Ixaris Limited
England and Wales*
Ordinary
100.00
-

Registered office addresses:

* England and Wales: Floor 3 18 St. Swithin's Lane, London, England, EC4N 8AD

** Malta: The Penthouse, Suite 1, Capital Business Centre, Triq Taz-Zwejt, San Gwann, Malta

*** USA: 1209 Orange Street, Newcastle County, Wilmington, Delaware 19808, USA

Ixaris Financial Services Holdings Limited and Ixaris Limited are under liquidation.

6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
102,329
70,098
IXARIS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
-
0
6,948
Amounts owed to group undertakings
5,676,360
5,341,416
Other creditors
2,110,515
80,644
7,786,875
5,429,008
8
Other reserves
2024
2023
£
£
At the beginning and end of the year
1,000,000
1,000,000

The other reserve represents a capital contribution of £1,000,000 received from the company’s parent undertaking, Nium Pte. Ltd., in March 2021. This contribution was made without the issue of shares and is not repayable.

T he amount was recognised within equity as a capital contribution from the parent company in the year ended 31 December 2021. This treatment reflected the substance of the transaction as an injection of capital to support the company’s operations, rather than income earned in the ordinary course of business.

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

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 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.

Senior Statutory Auditor:
Shilpa Chheda
Statutory Auditor:
KLSA LLP
Date of audit report:
9 October 2025
10
Related party transactions

The company has taken advantage of the exemption available under FRS 102 Section 33 ‘Related Party Disclosures’ from disclosing transactions with its parent company and wholly owned members of the group, on the grounds that the group financial statements in which the company is consolidated are publicly available.

11
Parent company
IXARIS GROUP HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Parent company
(Continued)
- 7 -

The immediate parent company is Nium Pte. Ltd., a company incorporated in Singapore.

The ultimate parent and controlling party is Nium Holdings Pte. Ltd., which is also incorporated and registered in Singapore. The smallest and largest group in which the results of Nium Fintech Limited are consolidated is headed by Nium Holdings Pte. Ltd.

Consolidated financial statements for Nium Holdings Pte. Ltd. can be obtained from its registered office:

Nium Holdings Pte. Ltd. 168 Robinson Road, #08-01 Capital Tower Singapore 068912.

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