IRIS Accounts Production v25.4.12.37 12590979 director 1.7.24 30.6.25 30.6.25 The Company is an electronic money institution (EMI), authorised by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 for issuing of electronic money and provisioning of payment services under the FCA registration number 931450. false true true false false true false Ordinary 1.00000 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 12590979 2024-06-30 12590979 2025-06-30 12590979 2024-07-01 2025-06-30 12590979 2023-06-30 12590979 2023-07-01 2024-06-30 12590979 2024-06-30 12590979 ns15:EnglandWales 2024-07-01 2025-06-30 12590979 ns14:PoundSterling 2024-07-01 2025-06-30 12590979 ns10:Director1 2024-07-01 2025-06-30 12590979 ns10:PrivateLimitedCompanyLtd 2024-07-01 2025-06-30 12590979 ns10:MediumEntities 2024-07-01 2025-06-30 12590979 ns10:Audited 2024-07-01 2025-06-30 12590979 ns10:SmallCompaniesRegimeForDirectorsReport 2024-07-01 2025-06-30 12590979 ns10:Medium-sizedCompaniesRegimeForAccounts 2024-07-01 2025-06-30 12590979 ns10:FullAccounts 2024-07-01 2025-06-30 12590979 ns10:OrdinaryShareClass1 2024-07-01 2025-06-30 12590979 ns10:OrdinaryShareClass1 11 2024-07-01 2025-06-30 12590979 1 2024-07-01 2025-06-30 12590979 ns10:RegisteredOffice 2024-07-01 2025-06-30 12590979 ns10:Director2 2024-07-01 2025-06-30 12590979 ns5:CurrentFinancialInstruments 2025-06-30 12590979 ns5:CurrentFinancialInstruments 2024-06-30 12590979 ns5:ShareCapital 2025-06-30 12590979 ns5:ShareCapital 2024-06-30 12590979 ns5:FurtherSpecificReserve2ComponentTotalEquity 2025-06-30 12590979 ns5:FurtherSpecificReserve2ComponentTotalEquity 2024-06-30 12590979 ns5:FurtherSpecificReserve3ComponentTotalEquity 2025-06-30 12590979 ns5:FurtherSpecificReserve3ComponentTotalEquity 2024-06-30 12590979 ns5:RetainedEarningsAccumulatedLosses 2025-06-30 12590979 ns5:RetainedEarningsAccumulatedLosses 2024-06-30 12590979 ns5:ShareCapital 2023-06-30 12590979 ns5:RetainedEarningsAccumulatedLosses 2023-06-30 12590979 ns5:FurtherSpecificReserve2ComponentTotalEquity 2023-06-30 12590979 ns5:FurtherSpecificReserve3ComponentTotalEquity 2023-06-30 12590979 ns5:RetainedEarningsAccumulatedLosses 2023-07-01 2024-06-30 12590979 ns5:FurtherSpecificReserve2ComponentTotalEquity 2023-07-01 2024-06-30 12590979 ns5:FurtherSpecificReserve3ComponentTotalEquity 2023-07-01 2024-06-30 12590979 ns5:RetainedEarningsAccumulatedLosses 2024-07-01 2025-06-30 12590979 ns5:FurtherSpecificReserve2ComponentTotalEquity 2024-07-01 2025-06-30 12590979 ns5:FurtherSpecificReserve3ComponentTotalEquity 2024-07-01 2025-06-30 12590979 2 2024-07-01 2025-06-30 12590979 2 2023-07-01 2024-06-30 12590979 ns5:ComputerEquipment 2024-07-01 2025-06-30 12590979 ns5:OwnedAssets 2024-07-01 2025-06-30 12590979 ns5:OwnedAssets 2023-07-01 2024-06-30 12590979 ns5:ComputerEquipment 2024-06-30 12590979 ns5:ComputerEquipment 2025-06-30 12590979 ns5:ComputerEquipment 2024-06-30 12590979 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-06-30 12590979 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-06-30 12590979 ns10:OrdinaryShareClass1 2025-06-30 12590979 ns5:RetainedEarningsAccumulatedLosses 2024-06-30 12590979 ns5:FurtherSpecificReserve2ComponentTotalEquity 2024-06-30 12590979 ns5:FurtherSpecificReserve3ComponentTotalEquity 2024-06-30 12590979 ns5:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity 2024-07-01 2025-06-30 12590979 ns5:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity 2023-07-01 2024-06-30 12590979 ns5:OtherRelatedParties 2024-07-01 2025-06-30 12590979 ns5:OtherRelatedParties 2025-06-30 12590979 ns5:OtherRelatedParties 2024-06-30 12590979 ns5:OtherRelatedParties 2023-07-01 2024-06-30 12590979 1 2024-07-01 2025-06-30

REGISTERED NUMBER: 12590979 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 30 June 2025

for

Spend Ltd.

Previously known as

Swipe International Ltd

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Contents of the Financial Statements

for the Year Ended 30 June 2025

Page |

| Company Information | 1 |

| Report of the Director | 2 |

| Report of the Independent Auditors | 4 |

| Income Statement | 8 |

| Other Comprehensive Income | 9 |

| Statement of Financial Position | 10 |

| Statement of Changes in Equity | 11 |

| Statement of Cash Flows | 12 |

| Notes to the Statement of Cash Flows | 13 |

| Notes to the Financial Statements | 14 |

Spend Ltd.

previously known as Swipe International Ltd

Company Information

for the Year Ended 30 June 2025

| DIRECTOR: | W Brown

| REGISTERED OFFICE: | 142 Central Street

| Clerkenwell

| London

| EC1V 8AR

| REGISTERED NUMBER: | 12590979 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Bryan Michael Kemsley FCCA FMAAT

| AUDITORS: | Ardor Business Solutions Limited

| Statutory Auditors

| Chartered Certified Accountants

| Unit 1

| Shrine Barn

| Sandling Road

| Hythe

| Kent

| CT21 4HE

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Report of the Director

for the Year Ended 30 June 2025

The director presents his report with the financial statements of the company for the year ended 30 June 2025.

The Company is an electronic money institution (EMI), authorised by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 for issuing of electronic money and the provision of payment services with FCA registration number 931540.

CHANGE OF NAME

The company passed a special resolution on 12 August 2025 changing its name from Swipe International Ltd to Spend Ltd..

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

W Brown has held office during the whole of the period from 1 July 2024 to the date of this report.

Other changes in directors holding office are as follows:

R A L Braham - resigned 28 April 2025

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Ardor Business Solutions Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Report of the Director

for the Year Ended 30 June 2025

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

W Brown - Director

17 December 2025

Report of the Independent Auditors to the Members of

Spend Ltd.

previously known as Swipe International Ltd

Opinion

We have audited the financial statements of Spend Ltd. (the 'company') for the year ended 30 June 2025 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of 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 30 June 2025 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.

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 Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

- | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Report of the Director has been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

Spend Ltd.

previously known as Swipe International Ltd

Matters on which we are required to report by exception

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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit; or

- | the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of

Spend Ltd.

previously known as Swipe International Ltd

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience through discussion with the Officers and other management (as required by auditing standards).

We had regard to laws and regulations in areas that directly affect the financial statements including financial reporting and taxation legislation. We considered that extent of compliance with those laws and regulations as part of our procedures on the related financial statement items.

With the exception of any known or possible non-compliance, and as required by auditing standards, our work in respect of these was limited to enquiry of the Officers.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We addressed the risk of fraud through management override of controls, by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 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. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of

Spend Ltd.

previously known as Swipe International Ltd

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Bryan Michael Kemsley FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of Ardor Business Solutions Limited

Statutory Auditors

Chartered Certified Accountants

Unit 1

Shrine Barn

Sandling Road

Hythe

Kent

CT21 4HE

3 March 2026

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Income Statement

for the Year Ended 30 June 2025

| 30/6/25 |  | 30/6/24

| Notes | £ | £ |

TURNOVER | 187,235 |  | 142,944 |  |

Cost of sales | (17,700 | ) | 17,700 |  |

GROSS PROFIT | 204,935 |  | 125,244 |  |

Administrative expenses | 459,002 |  | 685,784 |  |

OPERATING LOSS | 5 | (254,067 | ) | (560,540 | ) |

Interest payable and similar expenses | 6 | 2,204 |  | 298 |  |

LOSS BEFORE TAXATION | (256,271 | ) | (560,838 | ) |

Tax on loss | 7 | - |  | - |  |

LOSS FOR THE FINANCIAL YEAR | (256,271 | ) | (560,838 | ) |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Other Comprehensive Income

for the Year Ended 30 June 2025

| 30/6/25 |  | 30/6/24

| Notes | £ | £ |

LOSS FOR THE YEAR | (256,271 | ) | (560,838 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (256,271 | ) | (560,838 | ) |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Statement of Financial Position

30 June 2025

| 30/6/25 | 30/6/24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Tangible assets | 8 | 839 |  | 3,370 |  |

CURRENT ASSETS

Debtors | 9 | 225,566 |  | 9,100 |  |

Cash at bank | 574,366 |  | 579,862 |  |

799,932 |  | 588,962 |  |

CREDITORS

Amounts falling due within one year | 10 | 368,801 |  | 123,868 |  |

NET CURRENT ASSETS | 431,131 |  | 465,094 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 431,970 |  | 468,464 |  |

CAPITAL AND RESERVES

Called up share capital | 11 | 100 |  | 100 |  |

Other reserve | 12 | 1,252,979 |  | 783,202 |  |

Trading reserve | 12 | - |  | 250,000 |  |

Retained earnings | 12 | (821,109 | ) | (564,838 | ) |

SHAREHOLDERS' FUNDS | 431,970 |  | 468,464 |  |

The financial statements were approved by the director and authorised for issue on 17 December 2025 and were signed by:

W Brown - Director

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Statement of Changes in Equity

for the Year Ended 30 June 2025

| Called up |

| share |  | Retained |  | Other |  | Trading |  | Total

| capital |  | earnings |  | reserve |  | reserve |  | equity

£ | £ | £ | £ | £ |

Balance at 1 July 2023 | 100 |  | (4,000 | ) | - |  | - |  | (3,900 | ) |

Changes in equity

Capital contribution | - |  | - |  | 783,202 |  | 250,000 |  | 1,033,202 |  |

Total comprehensive income | - |  | (560,838 | ) | - |  | - |  | (560,838 | ) |

Balance at 30 June 2024 | 100 |  | (564,838 | ) | 783,202 |  | 250,000 |  | 468,464 |  |

Changes in equity

Capital contribution | - |  | - |  | 469,777 |  | (250,000 | ) | 219,777 |  |

Total comprehensive income | - |  | (256,271 | ) | - |  | - |  | (256,271 | ) |

Balance at 30 June 2025 | 100 |  | (821,109 | ) | 1,252,979 |  | - |  | 431,970 |  |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Statement of Cash Flows

for the Year Ended 30 June 2025

| 30/6/25 |  | 30/6/24

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (225,715 | ) | (448,520 | ) |

Interest paid | (2,204 | ) | (298 | ) |

Net cash from operating activities | (227,919 | ) | (448,818 | ) |

Cash flows from investing activities

Purchase of tangible fixed assets | (402 | ) | (4,522 | ) |

Sale of tangible fixed assets | 3,048 |  | - |  |

Net cash from investing activities | 2,646 |  | (4,522 | ) |

Cash flows from financing activities

Loan repayments in year | - |  | (343,720 | ) |

Capital contributions | 219,777 |  | 1,033,202 |  |

Net cash from financing activities | 219,777 |  | 689,482 |  |

(Decrease)/increase in cash and cash equivalents | (5,496 | ) | 236,142 |  |

Cash and cash equivalents at beginning of year | 2 | 579,862 |  | 343,720 |  |

Cash and cash equivalents at end of year | 2 | 574,366 |  | 579,862 |  |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Statement of Cash Flows

for the Year Ended 30 June 2025

1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 30/6/25 |  | 30/6/24

£ | £ |

| Loss before taxation | (256,271 | ) | (560,838 | ) |

| Depreciation charges | 619 |  | 1,152 |  |

| Profit on disposal of fixed assets | (735 | ) | - |  |

| Finance costs | 2,204 |  | 298 |  |

(254,183 | ) | (559,388 | ) |

| Increase in trade and other debtors | (216,465 | ) | (9,000 | ) |

| Increase in trade and other creditors | 244,933 |  | 119,868 |  |

| Cash generated from operations | (225,715 | ) | (448,520 | ) |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 30 June 2025

| 30/6/25 |  | 1/7/24

£ | £ |

| Cash and cash equivalents | 574,366 |  | 579,862 |  |

| Year ended 30 June 2024

| 30/6/24 |  | 1/7/23

£ | £ |

| Cash and cash equivalents | 579,862 |  | 343,720 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1/7/24 | Cash flow | At 30/6/25

£ | £ | £ |

| Net cash |

| Cash at bank | 579,862 |  | (5,496 | ) | 574,366 |  |

579,862 |  | (5,496 | ) | 574,366 |  |

| Total | 579,862 |  | (5,496 | ) | 574,366 |  |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Financial Statements

for the Year Ended 30 June 2025

1. | STATUTORY INFORMATION

| Spend Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

| Amounts are rounded to the nearest Pound Sterling.

2. | STATEMENT OF COMPLIANCE

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Computer equipment | - | straight line over 3 years

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

3. | ACCOUNTING POLICIES - continued

| Financial instruments

| Financial assets

| Basic financial assets, including trade and other receivables, cash and bank balances and investments

| in commercial paper, are initially recognised at transaction price, 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.

| Such assets are subsequently carried at amortised cost using the effective interest method.

| At the end of each reporting period financial assets measured at amortised cost are assessed for

| objective evidence of impairment. 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.

| 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 are derecognised when (a) the contractual rights to the cash flows from the asset

| expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are

| transferred to another party, or (c) despite having retained some significant risks and rewards of

| ownership, control of the asset has been transferred to another party who has the practical ability to

| unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

| Financial liabilities

| Basic financial liabilities, including trade and other payables, 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 receipts discounted at a market rate of interest.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the

| extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is

| deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or

| all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and

| amortised over the period of the facility to which it relates.

| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary

| course of business from suppliers. Accounts 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 payables 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

| they are included in a hedging arrangement.

| Financial liabilities are derecognised when the liability is extinguished, that is when the contractual

| obligation is discharged, cancelled or expires.

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

3. | ACCOUNTING POLICIES - continued

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Pension costs and other post-retirement benefits

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

| Cash and cash equivalents

| Cash and cash equivalents include cash at bank and in hand, as well as short-term deposits with

| original maturities of three months or less. They are measured at nominal value and subject to an

| impairment review where applicable.

4. | EMPLOYEES AND DIRECTORS

| 30/6/25 |  | 30/6/24

£ | £ |

| Wages and salaries | 184,506 |  | 204,392 |  |

| Social security costs | 25,309 |  | 22,916 |  |

| Other pension costs | 5,549 |  | 3,634 |  |

215,364 |  | 230,942 |  |

| The average number of employees during the year was as follows:

| 30/6/25 |  | 30/6/24

| Management | 2 |  | 4 |  |

| 30/6/25 |  | 30/6/24

£ | £ |

| Directors' remuneration | - |  | - |  |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

5. | OPERATING LOSS

| The operating loss is stated after charging/(crediting):

| 30/6/25 |  | 30/6/24

£ | £ |

| Depreciation - owned assets | 620 |  | 1,152 |  |

| Profit on disposal of fixed assets | (735 | ) | - |  |

| Auditors' remuneration | 4,900 |  | 5,600 |  |

| Foreign exchange differences | 4,110 |  | 4,854 |  |

6. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 30/6/25 |  | 30/6/24

£ | £ |

| Bank interest | 198 |  | - |  |

| Interest payable | 2,006 |  | 298 |  |

2,204 |  | 298 |  |

7. | TAXATION

| Analysis of the tax charge

| No liability to UK corporation tax arose for the year ended 30 June 2025 nor for the year ended 30 June 2024.

8. | TANGIBLE FIXED ASSETS

| Computer

| equipment

£ |

| COST

| At 1 July 2024 | 4,522 |  |

| Additions | 402 |  |

| Disposals | (3,048 | ) |

| At 30 June 2025 | 1,876 |  |

| DEPRECIATION

| At 1 July 2024 | 1,152 |  |

| Charge for year | 620 |  |

| Eliminated on disposal | (735 | ) |

| At 30 June 2025 | 1,037 |  |

| NET BOOK VALUE

| At 30 June 2025 | 839 |  |

| At 30 June 2024 | 3,370 |  |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

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

| 30/6/25 |  | 30/6/24

£ | £ |

| Trade debtors | 6,536 |  | - |  |

| Other debtors | - |  | 9,000 |  |

| Collateral deposits | 218,930 |  | - |  |

| Called up share capital not paid | 100 |  | 100 |  |

225,566 |  | 9,100 |  |

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

| 30/6/25 |  | 30/6/24

£ | £ |

| Trade creditors | 17,031 |  | 62,315 |  |

| Social security and other taxes | 72,279 |  | 47,184 |  |

| Other creditors | 274,691 |  | 1,019 |  |

| Accruals and deferred income | 4,800 |  | 13,350 |  |

368,801 |  | 123,868 |  |

11. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 30/6/25 |  | 30/6/24

| value: | £ | £ |

| 1,100 | Ordinary | £1 | 100 |  | 100 |  |

| 1,000 Ordinary shares of £1 each were allotted as fully paid at a premium of £1,253 per share during the year.

12. | RESERVES

| Retained |  | Other |  | Trading |

| earnings |  | reserve |  | reserve |  | Totals

£ | £ | £ | £ |

| At 1 July 2024 | (564,838 | ) | 783,202 |  | 250,000 |  | 468,364 |  |

| Deficit for the year | (256,271 | ) | (256,271 | ) |

| Capital contribution | - |  | 469,777 |  | (250,000 | ) | 219,777 |  |

| At 30 June 2025 | (821,109 | ) | 1,252,979 |  | - |  | 431,870 |  |

13. | ULTIMATE PARENT COMPANY

| APSI Holdings Limited is regarded by the director as being the company's ultimate parent company.

14. | RELATED PARTY DISCLOSURES

| Entities with control, joint control or significant influence over the entity

| 30/6/25 |  | 30/6/24

£ | £ |

| Capital contribution received | - |  | 343,720 |  |

Spend Ltd. (Registered number: 12590979)

previously known as Swipe International Ltd

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

14. | RELATED PARTY DISCLOSURES - continued

| Other related parties

| 30/6/25 |  | 30/6/24

£ | £ |

| Amount due to related party | 259,413 |  | - |  |

| Capital contribution received from other related entities | - |  | 439,482 |  |

15. | POST BALANCE SHEET EVENTS

| On 6th January 2026 the Company was sold to Metablock Ventures Ltd , a company incorporated in Bermuda with company number 202302517 whose registered address is 1 Parliament Street, Suite 301 Hamilton HM 11, Bermuda.

16. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is G S Kundnani during the year.

| Please refer to Note 15 regarding a change of ownership after the year end.