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REGISTERED NUMBER: 11860350 (England and Wales)

Audited Financial Statements for the Year Ended 31 March 2025

for

NMI Ventures Limited

| NMI Ventures Limited (Registered number: 11860350) |

Contents of the Financial Statements

for the Year Ended 31 March 2025

Page |

| Company Information | 1 |

| Statement of Financial Position | 2 |

| Notes to the Financial Statements | 3 |

| NMI Ventures Limited |

Company Information

for the Year Ended 31 March 2025

| DIRECTORS: | Mr A J D Fletcher

| Ms N M Imam

| REGISTERED OFFICE: | 2nd Floor, 22 Gilbert Street

| London

| W1K 5HD

| REGISTERED NUMBER: | 11860350 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Alan Kaye (FCA)

| AUDITORS: | BBK Partnership

| Chartered Accountants

| & Statutory Auditors

| 1 Beauchamp Court

| 10 Victors Way

| Barnet

| Hertfordshire

| EN5 5TZ

| NMI Ventures Limited (Registered number: 11860350) |

Statement of Financial Position

31 March 2025

| 31.3.25 | 31.3.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 4 | - |  | 2,441,907 |  |

CURRENT ASSETS

Debtors | 5 | 40,798 |  | 5,555,328 |  |

Cash at bank | 40,158 |  | 4,791 |  |

80,956 |  | 5,560,119 |  |

CREDITORS

Amounts falling due within one year | 6 | 81,116 |  | 8,176,191 |  |

NET CURRENT LIABILITIES | (160 | ) | (2,616,072 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (160 | ) | (174,165 | ) |

CAPITAL AND RESERVES

Called up share capital | 7 | 1 |  | 1 |  |

Retained earnings | 8 | (161 | ) | (174,166 | ) |

SHAREHOLDERS' FUNDS | (160 | ) | (174,165 | ) |

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 12 May 2026 and were signed on its behalf by:

Ms N M Imam - Director

| NMI Ventures Limited (Registered number: 11860350) |

Notes to the Financial Statements

for the Year Ended 31 March 2025

1. | STATUTORY INFORMATION

| NMI Ventures Limited 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.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1.

| Turnover

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

| When the outcome of a transaction involving the rendering of services can be reliably estimated, revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period. This is determined by the completion of a proportion of the service contract. When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

| Financial instruments

| Cash and cash equivalents

| Cash and cash equivalents comprises cash on hand and all deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to and insignificant risk of change in value.

| Basic fiancial assets

| Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitues a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classfied as receivable within one year are nor amortised.

| Classification of 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 group after deducting all of its liabilities.

| Basic financial liabilities

| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt,are intially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

| NMI Ventures Limited (Registered number: 11860350) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | 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.

| 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.

| Going concern

| The directors of the company have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements. These demonstrate the company has sufficient cash reserves to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements.

| As such, the directors are satisfied that the company has adequate resources to continue to operate for the

| foreseeable future. For this reason the company continues to adopt the going concern basis in preparing these financial statements.

| Provisions

| Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises

| NMI Ventures Limited (Registered number: 11860350) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

2. | ACCOUNTING POLICIES - continued

| Loans and borrowings

| Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

| Impairment

| Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

| Employee benefits

| When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

| The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 4 (2024 - 2 ) .

4. | FIXED ASSET INVESTMENTS

| Unlisted

| investments

£ |

| COST

| At 1 April 2024 | 2,441,907 |  |

| Disposals | (2,441,907 | ) |

| At 31 March 2025 | - |  |

| NET BOOK VALUE

| At 31 March 2025 | - |  |

| At 31 March 2024 | 2,441,907 |  |

| During the year, the Company disposed of its investments in I4 Services Limited and I4 Pay Partners Limited for total consideration of £3,544,828.

| The consideration was not received in cash. In accordance with a payment direction agreed as part of the transaction, the majority of the proceeds were applied on behalf of the Company to settle intercompany balances and to fund working capital and tax liabilities within the wider group.

| The net effect of these arrangements is reflected as a non-cash settlement of intercompany balances within the disposal accounting.

| A profit on disposal of £1,102,920 has been recognised in the income statement. The disposal is considered to fall within the Substantial Shareholding Exemption and, accordingly, no corporation tax arises on the gain.

| NMI Ventures Limited (Registered number: 11860350) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Trade debtors | 16,798 |  | 10,200 |  |

| Amounts owed by group undertakings | - |  | 1,499,818 |  |

| Other debtors | 24,000 |  | 4,010,310 |  |

| Prepayments and accrued income | - |  | 35,000 |  |

40,798 |  | 5,555,328 |  |

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

| 31.3.25 |  | 31.3.24

£ | £ |

| Trade creditors | 31,559 |  | 36,000 |  |

| Social security and other taxes | 6,793 |  | 1,669 |  |

| VAT | 13,081 |  | - |  |

| Other creditors | 8,606 |  | 8,138,522 |  |

| Accruals and deferred income | 21,077 |  | - |  |

81,116 |  | 8,176,191 |  |

7. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.3.25 |  | 31.3.24

| value: | £ | £ |

| 100 | Ordinary | £0.01 | 1 |  | 1 |  |

8. | RESERVES

| Retained

| earnings

£ |

| At 1 April 2024 | (174,166 | ) |

| Profit for the year | 1,276,042 |  |

| Dividends | (1,102,037 | ) |

| At 31 March 2025 | (161 | ) |

9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Alan Kaye (FCA) (Senior Statutory Auditor)

| for and on behalf of BBK Partnership

| NMI Ventures Limited (Registered number: 11860350) |

Notes to the Financial Statements - continued

for the Year Ended 31 March 2025

10. | ULTIMATE CONTROLLING PARTY

| The immediate and ultimate parent company is NMI PE Investments Limited, a company registered in England and Wales.

| The smallest and largest group into which the entity is consolidated is NMI PE Investments Limited, a company registered in England and Wales. NMI PE Investments Limited prepares group financial statements and they are publicly available from Companies House website.

| The ultimate controlling party is Ms N M Imam, a director of the company.

11. | CHARGES

| During the year the company had granted charges in favour of NMI Holdings Ltd over its floating assets covering all property and undertakings.

| During the year the company had granted charges in favour of Investec Bank PLC over its floating assets covering all property and undertakings.

12. | CONTINGENT CONSIDERATION

| The disposal of the Company’s investments included an earn-out arrangement contingent on the future performance of the disposed entities for the period ending 31 March 2025, with final determination by 31 March 2026.

| At the reporting date, the outcome of the earn-out is uncertain and cannot be measured reliably. Accordingly, no asset has been recognised in respect of the contingent consideration.

| Any amounts receivable will be recognised in the income statement when they become reliably measurable and virtually certain.