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

Nium Fintech 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, EC4N 8AD.

The Company is authorised and regulated by the Financial Conduct Authority (FCA) as an electronic money institution under FRN 901024.

These financial statements have been prepared in accordance with Financial Reporting Standard 102 (“FRS 102”) as issued by the Financial Reporting Council, and the provisions of the Companies Act 2006 applicable to companies subject to the small companies regime.

The disclosure requirements of Section 1A of FRS 102 have been applied, with additional disclosures provided only where necessary to give a true and fair view.

The financial statements are presented in pounds sterling (£), which is the Company’s functional and presentational currency. All monetary amounts are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention, except where otherwise stated in the accounting policies below.

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.

The Company has incurred a loss of £5,644,149 for the year ended 31 December 2024 (2023: £3,609,902). The financial statements have been prepared on a going concern basis.true

The Directors recognise that the Company is dependent on the continued financial support of its parent company, Nium Pte. Ltd., Singapore (the ultimate parent). The parent company has confirmed that it 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. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

During the year, the Company issued shares amounting to £6,106,611 (2023: £6,907,150), fully subscribed and paid by the shareholder, further demonstrating their support.

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

Revenue represents income arising from the Company’s principal activities, which include the provision of real-time cross-border payment solutions, card issuing services, and related financial infrastructure support.

Revenue is recognised when it is probable that economic benefits will flow to the Company, and the amount can be measured reliably, in accordance with the substance of the transaction.

Revenue is measured at the fair value of the consideration received or receivable, excluding VAT and discounts.

Revenue is recognised as follows:

Transaction fees for cross-border payments are recognised at the point the service is rendered — i.e. when the transaction is executed on behalf of the customer.

Card issuance fees are recognised when the card is issued or activated, depending on the contractual terms.

Recurring platform fees and infrastructure services are recognised on a straight-line basis over the period in which the service is provided.

One-time setup or onboarding fees, if applicable, are recognised when the associated performance obligations are satisfied.

Where services are invoiced in advance or in arrears, revenue is accrued or deferred accordingly to reflect performance under the contract as at the reporting date.

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 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.

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.

This includes client money held in trust, which is maintained in a designated separate bank account to distinguish it from the Company’s operating funds. Although the Company retains control over this account, it acknowledges the fiduciary nature of such balances.

The Company ensures that client monies are not co-mingled with its own working capital and are held in accordance with relevant regulatory or contractual obligations.

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.

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.

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 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.

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.

Other Operating Income

Other operating income comprises of management income earned for services provided by the Company to other entities within the Nium Group.

These services include:

Compliance and regulatory oversight, Technology and infrastructure support, Treasury and liquidity management and Executive and administrative functions

The transfer pricing agreement governing these transactions is reviewed periodically to ensure continued compliance with applicable regulations.

Comparatives

There were no changes in comparative figures during the year.

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

Judgement is required in determining the timing of revenue recognition for various income streams, including cross-border payments, card services, and infrastructure support. Where fees are based on customer usage or are earned over time, management assesses the performance obligations under the contract to determine the appropriate revenue recognition pattern.

The Company provides management, compliance, and treasury support to other group entities. Estimates are required in allocating costs and applying a mark-up under the cost-plus transfer pricing model. Judgement is also applied in ensuring these charges reflect arm’s-length principles in accordance with applicable tax regulations.

The Company holds significant receivables from related parties. Judgement is applied in assessing the recoverability of these balances based on the financial position and support capacity of the counterparties. Intra-group cash flow support and group-level guarantees may be considered as part of this assessment.

Judgement is applied in the classification and presentation of client funds, including determining whether they meet the definition of cash and cash equivalents, and in ensuring appropriate segregation and safeguarding in line with FCA regulations.

The Company’s going concern assessment considers expected cash flows, group support, and access to capital. Judgement is required in evaluating whether there is a material uncertainty over the Company’s ability to continue as a going concern for at least twelve months from the date of approval of the financial statements.

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

Cash and cash equivalents comprise cash at bank and in hand, including balances held in current accounts and short-term deposits with original maturities of three months or less.

As at the reporting date, cash and cash equivalents include client money held in trust, which is maintained in a designated separate bank account in accordance with regulatory requirements. While the Company retains control over this account, it acknowledges the fiduciary nature of such balances and ensures that client funds are not co-mingled with operational cash.

As at 31 December 2024 £12,954,501 (2023 £12,241,214), includes client money held in trust amounting to £11,169,198 (2023 £5,286,031).

These balances are safeguarded in accordance with the Company’s obligations as an FCA-authorised firm under applicable client money regulations.

Cash and cash equivalent as at 31 December 2024 £12,954,501 (2023 £12,241,214), £11,169,198 (2023 £5,286,031) held in respect of customers balance in segregated bank accounts, liabilities is included within other creditors.

These balances are safeguarded in accordance with the Company’s obligations as an FCA-authorised firm under applicable client money regulations.

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

The deferred tax liability arises in respect of accelerated capital allowances and is expected to reverse within 12 months, as the corresponding timing differences are expected to unwind during the same period.

Unrecognised Deferred Tax Asset

At 31 December 2024, the company had unused tax losses of approximately £5.66 million (2023: £3.61 million), giving rise to a potential deferred tax asset of £1.42 million (2023: £0.90 million) calculated at the main corporation tax rate of 25%.

No deferred tax asset has been recognised in respect of these losses as there is currently insufficient evidence that future taxable profits will be available against which the losses can be utilised. The asset will be recognised once recovery becomes probable.

During the year the company issued 6,106,616 ordinary share at par value which have been fully paid for.

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:

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.

Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the lease term. Lease incentives are recognised as a reduction of the rental expense over the term of the lease.

As at the reporting date, the Company had no outstanding commitments for future minimum lease payments under a non-cancellable operating lease relating to office premises amounting to £Nil (2023: £72,000).

The lease is recognised as an operating lease, and payments are charged to the profit and loss account over the lease term.

The company is a wholly owned subsidiary of Nium Pte. Ltd., which prepares consolidated financial statements. Accordingly, the company has taken advantage of the exemption available under section 33.1A of FRS 102 from disclosing transactions with fellow wholly owned group undertakings.

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

The ultimate parent and controlling party is Nium 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 Pte. Ltd.

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

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