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REGISTERED NUMBER: 08859544 (England and Wales)

Unaudited Financial Statements for the Year Ended 28 February 2025

for

Stanchion Payment Solutions (UK) Ltd

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Contents of the Financial Statements

for the Year Ended 28 February 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 4 |

Stanchion Payment Solutions (UK) Ltd

Company Information

for the Year Ended 28 February 2025

| DIRECTORS: | C G Williams - S African

| R A Clegg

| SECRETARY: |

| REGISTERED OFFICE: | 6 High Street

| Wheathampstead

| Hertfordshire

| AL4 8AA

| REGISTERED NUMBER: | 08859544 (England and Wales)

| ACCOUNTANTS: | Fenlon & Co

| Chartered Certified Accountants

| 6 High Street

| Wheathampstead

| Hertfordshire

| AL4 8AA

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Balance Sheet

28 February 2025

| 28.2.25 | 29.2.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 4 | 1,389 |  | 2,180 |  |

CURRENT ASSETS

Debtors | 5 | 2,129,313 |  | 1,778,532 |  |

Cash at bank | 52,775 |  | 15,094 |  |

2,182,088 |  | 1,793,626 |  |

CREDITORS

Amounts falling due within one year | 6 | 3,542,265 |  | 3,074,983 |  |

NET CURRENT LIABILITIES | (1,360,177 | ) | (1,281,357 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (1,358,788 | ) | (1,279,177 | ) |

CAPITAL AND RESERVES

Called up share capital | 7 | 25 |  | 25 |  |

Retained earnings | (1,358,813 | ) | (1,279,202 | ) |

SHAREHOLDERS' FUNDS | (1,358,788 | ) | (1,279,177 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 28 February 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 28 February 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Balance Sheet - continued

28 February 2025

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

R A Clegg - Director

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Notes to the Financial Statements

for the Year Ended 28 February 2025

1. | STATUTORY INFORMATION

| Stanchion Payment Solutions (UK) Limited is a private company limited by shares and incorporated in England. Its registered office is 6 High Street, Wheathampstead, Herts AL4 8AA.

| The financial statements are presented in Sterling, which is the functional currency of the company.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention in accordance with the accounting policies set out below. These financial statements have been prepared in accordance with FRS 102, Section 1A - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

| The Accounts show Net Current Liabilities of £1,360,177. The directors believe that the company has adequate financial resources to continue in operation for the foreseeable future and accordingly the annual financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the company can count on the support of its holding company, Montant Ltd. The Directors are not aware of any new material changes that may adversely impact the company.

| Turnover & revenue recognition

| When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied:

| - the amount of revenue can be measured reliably;

| - it is probable that the economic benefits associated with the transaction will flow to the company;

| - the stage of completion of the transaction at the end of the reporting period can be measured reliably; and

| - the costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

| When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised that are recoverable.

| Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax..

| Interest is recognised in profit or loss, using the effective interest rate method.

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Notes to the Financial Statements - continued

for the Year Ended 28 February 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Property, plant and equipment are tangible items that:

| - are held for use in the production or supply of goods or services, for rental to others or for administrative purposes; and

| - are expected to be used during more than one period.

| Fixed Assets are carried at cost less accumulated depreciation and accumulated impairment losses.

| Cost includes all costs incurred to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised.

| Depreciation is provided using the straight-line method to write down the cost, less estimated residual value over the useful life of the property, plant and equipment, which is as follows:

| Furniture and fixtures 6 years

| Information Technology equipment 3 years

| Information Technology software 2 years.

| The residual value, depreciation method and useful life of each asset are reviewed at each annual reporting period if there are indicators present that there has been a significant change from the previous estimate.

| Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss in the period.

| Taxation

| Taxation represents the sum of tax currently payable and deferred tax.

| The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

| Deferred tax is recognised on all timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases in the computation of taxable profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

| Research & Development Tax Credits are recognised to the extent that it is regarded as more likely than not that they will be recovered. Research & Development Tax Credits are not discounted.

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Notes to the Financial Statements - continued

for the Year Ended 28 February 2025

2. | ACCOUNTING POLICIES - continued

| Research and development

| Research and development expenditure is charged to the income statement in the period in which it is incurred. Development expenditure is capitalised when the criteria for recognising an asset are met, usually when a regulatory filing has been made and approval is considered highly probable. Equipment used for research and development is treated as an expense and hence not capitalised.

| Leases

| A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

| Operating leases - lessee

| Operating lease payments are recognised as an expense on a straight-line basis over the lease term except in cases where another systematic basis is representative of the time pattern of the benefit from the leased asset, even if the receipt of payments is not on that basis, or where the payments are structured to increase in line with expected general inflation.

| Pension costs

| The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the Profit and Loss Account.

| Provisions and contingencies

| Provisions are recognised when:

| - the company has an obligation at the reporting date as a result of a past event;

| - it is probable that the company will be required to transfer economic benefits in settlement; and

| - the amount of the obligation can be estimated reliably.

| Borrowing costs

| Borrowing costs are recognised as an expense in the period in which they are incurred.

| Translation of foreign currencies

| A foreign currency transaction is recorded, on initial recognition in the functional currency of the company, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

| At the end of each reporting period:

| - foreign currency monetary items are translated using the closing rate;

| - non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and

| - non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

| Exchange differences arising on the settlement of monetary items or on translating monetary items at rates difference from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise.

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Notes to the Financial Statements - continued

for the Year Ended 28 February 2025

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 6 (2024 - 7 ) .

4. | TANGIBLE FIXED ASSETS

| Fixtures |

| and |  | Computer |

| fittings |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 March 2024 | 6,045 |  | 17,091 |  | 23,136 |  |

| Additions | - |  | 1,242 |  | 1,242 |  |

| At 28 February 2025 | 6,045 |  | 18,333 |  | 24,378 |  |

| DEPRECIATION

| At 1 March 2024 | 6,044 |  | 14,912 |  | 20,956 |  |

| Charge for year | - |  | 2,033 |  | 2,033 |  |

| At 28 February 2025 | 6,044 |  | 16,945 |  | 22,989 |  |

| NET BOOK VALUE

| At 28 February 2025 | 1 |  | 1,388 |  | 1,389 |  |

| At 29 February 2024 | 1 |  | 2,179 |  | 2,180 |  |

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 28.2.25 |  | 29.2.24

£ | £ |

| Trade debtors | 111,673 |  | 47,639 |  |

| Amounts owed by associates | 2,008,901 |  | 1,712,736 |  |

| Prepayments and accrued income | 8,739 |  | 18,157 |  |

2,129,313 |  | 1,778,532 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 28.2.25 |  | 29.2.24

£ | £ |

| Trade creditors | 27,165 |  | 53,830 |  |

| Amounts owed to associates | 3,354,429 |  | 2,927,624 |  |

| Social Security & Other Taxes | 13,157 |  | 18,891 |  |

| Accruals and deferred income | 147,514 |  | 74,638 |  |

3,542,265 |  | 3,074,983 |  |

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Notes to the Financial Statements - continued

for the Year Ended 28 February 2025

7. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 28.2.25 |  | 29.2.24

| value: | £ | £ |

| 25 | Ordinary Shares | £1 | 25 |  | 25 |  |

8. | PENSION COMMITMENTS

| The company operates a defined contribution pension scheme for Directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date, unpaid contributions of £2,386 (2024: £Nil) were due to the fund.

Stanchion Payment Solutions (UK) Ltd (Registered number: 08859544)

Notes to the Financial Statements - continued

for the Year Ended 28 February 2025

9. | RELATED PARTY DISCLOSURES

| Relationships

| Entity in which Directors have a significant influence:-

| Stanchion Payment Solutions Africa (PTY) Ltd

| Stanchion Payment Solutions PTY DMCC

| Stanchion Payment Solutions USA Inc

| Stanchion Payment Solutions APAC

| Future Payment Solutions (Israel) Ltd

| Montant Ltd

| Directors:-

| G C Williams

| R A Clegg

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Related party balances - |  |

| Owed to Related Companies |  |

| Owed to Stanchion Payment Solutions USA Inc |  | 1,371,961 |  | 1,041,334 |  |

| Owed to Stanchion Payment Solutions Africa (Pty) Ltd |  | 163,133 |  | 194,457 |  |

| Owed to Stanchion Payment Solutions DMCC |  | 1,271,047 |  | 1,161,453 |  |

| Owed to Stanchion Payment Solutions APAC (Pty) |  | 423,816 |  | 431,481 |  |

| Owed to Montant Ltd |  | 124,472 |  | 98,899 |  |

|  | 3,354,429 |  | 2,927,624 |  |

| Owed by Related Companies - |  |

| Owed by Stanchion Payment Solutions (Pty) Ltd |  | 1,915,659 |  | 1,590,571 |  |

| Owed by Future Payment Solutions (Israel) Ltd |  | 93,242 |  | 122,165 |  |

|  | 2,008,901 |  | 1,712,736 |  |

| Related party transactions

| Sales income received from related parties |  | 479,520 |  | 586,284 |  |

| Administration & management fees paid to related parties |  | 48,413 |  | 213,732 |  |

10. | ULTIMATE CONTROLLING PARTY

| The company is a 100% subsidiary of Montant Ltd. Company registration 08338428 (England & Wales). Montant Ltd is controlled by the Directors of Stanchion Payments Solutions (UK) Ltd.