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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
COMPANY INFORMATION
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NAUDAPAY LIMITED
CONTENTS
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NAUDAPAY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Director presents her strategic report of the company for the year ended 31 December 2025.
Naudapay Limited (the “Company”) is a fintech business focused on providing digital payment solutions and financial technology services to businesses and consumers. The Company operates within a rapidly evolving regulatory and technological environment, with a focus on innovation, compliance, and scalable infrastructure. The financial year ended 31 December 2025 represented a period of operational consolidation, strategic reassessment, and preparation for potential restructuring.
Business Model and Strategy:
Naudapay Limited generated revenue through payment processing services, platform fees, and associated financial technology offerings. The Company’s strategy during 2025 focused on: • Enhancing platform stability and security • Maintaining regulatory compliance across jurisdictions • Optimising cost structure and operational efficiency • Evaluating strategic partnerships and funding opportunities Despite these efforts, market conditions and funding constraints continued to impact the Company’s ability to scale operations as originally planned. Market Environment: The fintech sector in 2025 remained highly competitive, characterised by: • Increasing regulatory scrutiny • Rapid technological innovation • Pressure on margins due to competition • Investor caution in late-stage fintech funding These factors contributed to a challenging operating environment for early-stage and scaling fintech companies, including Naudapay Limited. Subsequent to the reporting period, the Company commenced a wind-down process in March 2026.
The Company faced several key risks during the reporting period:
Regulatory Risk: Operating within the fintech sector exposes the Company to evolving regulatory requirements, which may increase compliance costs and operational complexity. Operational Risk: Reliance on technology infrastructure and third-party service providers introduces risks related to system failures, cybersecurity, and service disruptions. There is considered no material financial instruments risk. Market Risk: Competitive pressures and changing customer demands may impact revenue growth and market positioning.
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NAUDAPAY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
In assessing the appropriateness of the going concern assumption, the directors have considered the Company’s cash flow forecasts, available resources, and funding requirements for a period of at least 12 months from the date of approval of the financial statements.
As disclosed above, the Company commenced a winding-down process in March 2026 following continued funding challenges and the inability to secure sufficient capital to support ongoing operations. The decision to wind-down the Company means the Company is not a going concern over the next 12 months. Accordingly, the director considers the going concern basis to be inappropriate for the preparation of the 2025 financial statements. During the wind-down process, the Company is focused on: • Settling outstanding liabilities • Managing creditor relationships • Ensuring compliance with legal and regulatory obligations Appropriate disclosures have been included in the financial statements regarding going concern. Outlook: Given the commencement of the wind-down process, the Company does not expect to continue trading in the foreseeable future. The directors’ priority is to ensure an orderly wind-down of operations and to maximise outcomes for stakeholders.
During 2025, the Company:
• Maintained core platform operations and client servicing • Implemented cost-control measures to manage cash burn • Continued development of key product features, albeit at a reduced pace The directors monitored liquidity closely throughout the period and assessed various strategic options to try to ensure business continuity.
The director considers that this Strategic Report provides a fair review of the Company’s business, performance, principal risks, and uncertainties for the year ended 31 December 2025, as well as a description of significant events affecting the Company after the reporting period.
This report was approved by the board on 28 April 2026 and signed on its behalf.
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NAUDAPAY LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents her report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to €2,199,574 (2024 - €5,367,621).
The company paid dividends amounting to EUR 5,367,621 (2024: EUR 1,200,000) during the year.
The business review and principal risks, including financial instuments risks and uncertainties are given in the Strategic Report.
The directors who served during the year were:
The auditors, Pers & Co London LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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NAUDAPAY LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director is responsible for preparing the Strategic report, the Director's report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless she 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 for the Company's financial statements and then apply them consistently;
∙make judgments 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 to enable her to ensure that the financial statements comply with the Companies Act 2006. She 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.
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NAUDAPAY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED
We have audited the financial statements of Naudapay Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. 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 United Kingdom, including the Financial Reporting Council'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.
Financial statements prepared on a basis other than going concern:
We draw your attention to note 2.2 to the financial statements which explains the director intends to wind-up the company and therefore does not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2.2. Our opinion is not modified in this respect.
As explained above and in note 2.2, the financial statements have been prepared on a basis other than going concern.
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NAUDAPAY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is responsible for the other information contained within the Annual Report. 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. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Director's 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 Director's report.
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NAUDAPAY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED (CONTINUED)
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
- the engagement partner ensured sufficient appropriate competence, skills and capabilities in audit team to identify or recognise non-compliance with applicable laws and regulations; - we identified applicable laws and regulations to the company through discussions with the director and other management, and from our commercial knowledge and experience; - we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental, health and safety legislation, Payment Services Regulations 2017 (PSRs) and Electronic Money Regulations 2011 (EMRs); and - we assessed the extent of compliance with the law and regulations identified above through making enquires of management and inspecting applicable legal correspondence. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with law and regulations. To address the risk of fraud through management bias and override of controls, we - performed analytical procedures to identify any unusual or unexpected relationships; - carried out a review and testing of journal entries during the year; - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and - investigate the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with law and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators including Health and Safety Executive, and the company's legal advisors.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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NAUDAPAY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED (CONTINUED)
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 Auditors' 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 an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
3 The Shrubberies
George Lane
London
E18 1BG
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NAUDAPAY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
REGISTERED NUMBER: 11741664
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 26 form part of these financial statements.
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NAUDAPAY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Naudapay Limited is a private company limited by shares incorporated in England and Wales. The registered office is 162 Buckingham Palace Road, London SW1W 9TR.
2.Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
Naudapay Limited generated revenue through payment processing services, platform fees, and associated financial technology offerings. The Company carried out its strategy during 2025 as detailed in the Strategic report. Despite these efforts, market conditions and funding constraints continued to impact the Company’s ability to scale operations as originally planned.The fintech sector in 2025 remained highly competitive, characterised by increasing regulatory scrutiny, rapid technological innovation, pressure on margins due to competition and investor caution in late-stage fintech funding.
These factors contributed to a challenging operating environment for early-stage and scaling fintech companies, including Naudapay Limited. Subsequent to the reporting period, the Company ceased trading and commenced a wind-down process in March 2026, accordingly these accounts have been prepared on a basis other than going concern. In assessing the appropriateness of the going concern assumption, the directors have considered the Company’s cash flow forecasts, available resources, and funding requirements for a period of at least 12 months from the date of approval of the financial statements. The decision to wind-up the company after the year end means the company will not continue as a going concern over the next 12 months. Accordingly the financial statements have been prepared on a basis other than going concern.
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the balance sheet date.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Analysis of turnover by country of destination:
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
There are no future matters affecting the tax charge.
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NAUDAPAY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
At the year end date claims arising from end users amounted to EUR 110,059. Whilst these claims were not considered material in total, after careful analysis of the claims, including assessment of past claim settlements, the company has provided EUR 30,000, therefore EUR 80,059 contingent claims have not been provided at the year end date.
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