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Registered number: 11741664









NAUDAPAY LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
NAUDAPAY LIMITED
 
 
COMPANY INFORMATION


Directors
Irina Konstantinova 
Anastasija Tenca (resigned 22 October 2025)




Registered number
11741664



Registered office
162 Buckingham Palace Road

London

SW1W 9TR




Independent auditors
Pers & Co London LLP
Chartered Accountants & Statutory Auditor

3 The Shrubberies

George Lane

London

E18 1BG





 
NAUDAPAY LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Analysis of net debt
13
Notes to the financial statements
14 - 26


 
NAUDAPAY LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
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 review
 
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.

Principal risks and uncertainties
 
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.

Page 1

 
NAUDAPAY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Going Concern and Subsequent Events

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.

Financial key performance indicators
 
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.

Director's Statement
 
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.



Irina Konstantinova
Director

Page 2

 
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.

Results and dividends

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.

Directors

The directors who served during the year were:

Irina Konstantinova 
Anastasija Tenca (resigned 22 October 2025)

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
so far as she is aware, there is no relevant audit information of which the Company's auditors are unaware, and

she has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsPers & Co London LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 April 2026 and signed on its behalf.
 




Irina Konstantinova
Director

Page 3

 
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 2006She 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.

Page 4

 
NAUDAPAY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED
 

Opinion


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 policiesThe 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 31 December 2025 and of its profit 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.  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.


Emphasis of matter


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.


Going concern


As explained above and in note 2.2, the financial statements have been prepared on a basis other than going concern.








Page 5

 
NAUDAPAY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED (CONTINUED)


Other information


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.


Opinion 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 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.


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 Strategic report or the Director's report.


We have nothing to report in respect of the following matters in relation to which 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.


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 4, 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 is 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.


Page 6

 
NAUDAPAY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NAUDAPAY LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

 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.

Page 7

 
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.


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 2006Our 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.





Pers Aswani (Senior statutory auditor)
  
for and on behalf of
Pers & Co London LLP
 
Chartered Accountants
Statutory Auditor
  
3 The Shrubberies
George Lane
London
E18 1BG

28 April 2026
Page 8

 
NAUDAPAY LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note

  

Turnover
 3 
59,467,400
44,369,290

Cost of sales
  
(49,908,056)
(34,449,193)

Gross profit
  
9,559,344
9,920,097

Administrative expenses
  
(6,594,681)
(2,807,734)

Operating profit
  
2,964,663
7,112,363

Interest receivable and similar income
 7 
17,145
57,258

Interest payable and similar expenses
 8 
(38,836)
(12,000)

Profit before tax
  
2,942,972
7,157,621

Tax on profit
 9 
(743,398)
(1,790,000)

Profit for the financial year
  
2,199,574
5,367,621

Other comprehensive income for the year
  

Total comprehensive income for the year
  
2,199,574
5,367,621

The notes on pages 14 to 26 form part of these financial statements.

Page 9

 
NAUDAPAY LIMITED
REGISTERED NUMBER: 11741664

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note

Fixed assets
  

Intangible assets
 11 
-
10,296

Tangible assets
 12 
8,216
-

  
8,216
10,296

Current assets
  

Debtors: amounts falling due after more than one year
 13 
-
680,376

Debtors: amounts falling due within one year
 13 
6,498,355
4,826,085

Cash at bank and in hand
 14 
2,175,033
8,196,983

  
8,673,388
13,703,444

Creditors: amounts falling due within one year
 15 
(5,469,122)
(7,333,211)

Net current assets
  
 
 
3,204,266
 
 
6,370,233

Total assets less current liabilities
  
3,212,482
6,380,529

  

Net assets
  
3,212,482
6,380,529


Capital and reserves
  

Called up share capital 
 17 
928,000
928,000

Profit and loss account
  
2,284,482
5,452,529

  
3,212,482
6,380,529


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 April 2026.



Irina Konstantinova
Director

The notes on pages 14 to 26 form part of these financial statements.

Page 10

 
NAUDAPAY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity



At 1 January 2024
365,000
1,284,908
1,649,908


Comprehensive income for the year

Profit for the year
-
5,367,621
5,367,621


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,200,000)
(1,200,000)

Shares issued during the year
563,000
-
563,000



At 1 January 2025
928,000
5,452,529
6,380,529


Comprehensive income for the year

Profit for the year
-
2,199,574
2,199,574


Contributions by and distributions to owners

Dividends: Equity capital
-
(5,367,621)
(5,367,621)


At 31 December 2025
928,000
2,284,482
3,212,482


The notes on pages 14 to 26 form part of these financial statements.

Page 11

 
NAUDAPAY LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024

Cash flows from operating activities

Profit for the financial year
2,199,574
5,367,621

Adjustments for:

Amortisation of intangible assets
10,296
10,296

Depreciation of tangible assets
1,292
-

Interest paid
38,836
12,000

Interest received
(17,145)
(57,258)

Taxation charge
743,398
1,790,000

(Increase) in debtors
(140,267)
(2,332,060)

Decrease/(increase) in amounts owed by groups
159,607
(187,806)

(Decrease)/increase in creditors
(2,326,241)
5,619,245

Increase/(decrease)) in amounts owed to groups
1,500,000
(1,943,895)

Corporation tax (paid)
(2,792,480)
(1,143,387)

Net cash generated from operating activities

(623,130)
7,134,756


Cash flows from investing activities

Purchase of tangible fixed assets
(9,508)
-

Interest received
17,145
57,258

Net cash from investing activities

7,637
57,258

Cash flows from financing activities

Issue of ordinary shares
-
563,000

Dividends paid
(5,367,621)
(1,200,000)

Interest paid
(38,836)
(12,000)

Net cash used in financing activities
(5,406,457)
(649,000)

Net (decrease)/increase in cash and cash equivalents
(6,021,950)
6,543,014

Cash and cash equivalents at beginning of year
8,196,983
1,653,969

Cash and cash equivalents at the end of year
2,175,033
8,196,983


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,175,033
8,196,983

2,175,033
8,196,983


The notes on pages 14 to 26 form part of these financial statements.

Page 12

 
NAUDAPAY LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025




At 1 January 2025
Cash flows
At 31 December 2025



Cash at bank and in hand

8,196,983

(6,021,950)

2,175,033


8,196,983
(6,021,950)
2,175,033

The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

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

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Going concern

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.

Page 14

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 15

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.


 
2.8

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.

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.

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Office equipment
-
25%
Straight line

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.

Page 16

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Client account balances are kept separately in safe guarded bank accounts and are not included as company money in these financial statements.

 
2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.13

Financial instruments

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.
Page 17

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.13
Financial instruments (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.

Page 18

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024

Payment services
59,467,400
44,369,290

59,467,400
44,369,290


Analysis of turnover by country of destination:

2025
2024

United Kingdom
80,312
59,560

Rest of Europe
59,387,088
44,309,730

59,467,400
44,369,290



4.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024

Fees payable to the Company's auditors for the audit of the Company's financial statements
59,097
51,000
Page 19

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Employees

Staff costs, including director's remuneration, were as follows:


2025
2024

Wages and salaries
576,863
659,310

Social security costs
78,955
81,010

655,818
740,320


The average monthly number of employees, including directors, during the year was 7 (2024 - 8).


6.


Director's remuneration

2025
2024

Director's emoluments
210,459
88,300

210,459
88,300


The highest paid director received remuneration of 147,000 (2024 - €39,902).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to NIL (2024 - €NIL).

The total accrued pension provision of the highest paid director at 31 December 2025 amounted to NIL (2024 - €NIL).


7.


Interest receivable

2025
2024


Other interest receivable
17,145
57,258

17,145
57,258

Page 20

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Interest payable and similar expenses

2025
2024


Other loan interest payable
38,836
12,000

38,836
12,000


9.


Taxation


2025
2024

Corporation tax


Current tax on profits for the year
743,398
1,790,000


743,398
1,790,000


Total current tax
743,398
1,790,000

Deferred tax

Total deferred tax
-
-


Tax on profit
743,398
1,790,000
Page 21

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:

2025
2024


Profit on ordinary activities before tax
2,942,972
7,157,621


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
735,743
1,789,405

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
9,709
-

Capital allowances for year in excess of depreciation
(2,054)
-

Other differences leading to an increase (decrease) in the tax charge
-
595

Total tax charge for the year
743,398
1,790,000


Factors that may affect future tax charges

There are no future matters affecting the tax charge.


10.


Dividends

2025
2024


Dividends paid
5,367,621
1,200,000

5,367,621
1,200,000

Page 22

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Intangible assets




Computer software




Cost


At 1 January 2025
51,479



At 31 December 2025

51,479



Amortisation


At 1 January 2025
41,183


Charge for the year on owned assets
10,296



At 31 December 2025

51,479



Net book value



At 31 December 2025
-



At 31 December 2024
10,296


The intangible assets comprise computer software development costs.which are amortised straight line over 5 years.


Page 23

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Tangible fixed assets


Office equipment




Cost or valuation


Additions
9,508



At 31 December 2025

9,508



Depreciation


Charge for the year on owned assets
1,292



At 31 December 2025

1,292



Net book value



At 31 December 2025
8,216



At 31 December 2024
-


13.


Debtors

2025
2024

Due after more than one year

Amounts owed by group undertakings
-
680,376

-
680,376


2025
2024

Due within one year

Trade debtors
4,832,453
4,734,737

Amounts owed by group undertakings
520,769
-

Other debtors
1,011,234
-

Prepayments and accrued income
133,899
91,348

6,498,355
4,826,085


Page 24

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Cash and cash equivalents

2025
2024

Cash at bank and in hand
2,175,033
8,196,983

2,175,033
8,196,983





15.


Creditors: Amounts falling due within one year

2025
2024

Trade creditors
3,769,300
5,906,422

Amounts owed to group undertakings
1,500,000
-

Corporation tax
-
1,037,848

Other taxation and social security
-
1,467

Accruals and deferred income
199,822
387,474

5,469,122
7,333,211



16.


Financial instruments

2025
2024

Financial assets


Financial assets measured at fair value through profit or loss
7,007,486
12,931,720




17.


Share capital

2025
2024
Allotted, called up and fully paid



928 (2024 - 928) Ordinary shares shares of 1,000.00 each
928,000
928,000


Page 25

 
NAUDAPAY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Contingent liabilities

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.


19.


Related party transactions

During the year, the company paid royalties amounting to EUR 21,940,983 (2024: EUR 17,429,222) to Noda Holding Limited as per Licensing agreements, which the Director considers to be at market value.

Included in trade creditors are amounts due to Noda Holding Limited in respect of royalties amounting to EUR 2,237,061 (2024: EUR 3,945,684).

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Parent Undertaking:
The smallest and largest group for which consolidated financial statements are drawn up is headed by Noda Holding Limited whose registered office is Ypatias, 1, 3105, Limassol, Cyprus.
 


20.


Post balance sheet events

As mentioned in the going concern note 2.2 above, the company commenced a process to wind-up the company in March 2026.

 
Page 26