Company registration number NI666326 (Northern Ireland)
APEX FINTECH SOLUTIONS UK LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
APEX FINTECH SOLUTIONS UK LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
316,052
117,974
Current assets
Debtors
5
2,080,484
1,584,475
Cash at bank and in hand
3,166,197
1,837,068
5,246,681
3,421,543
Creditors: amounts falling due within one year
6
(1,344,772)
(1,023,788)
Net current assets
3,901,909
2,397,755
Total assets less current liabilities
4,217,961
2,515,729
Creditors: amounts falling due after more than one year
7
(79,640)
-
0
Provisions for liabilities
(37,562)
(29,494)
Net assets
4,100,759
2,486,235
Capital and reserves
Called up share capital
100,000
100,000
Share premium account
899,366
899,366
Share based payment reserve
875,694
623,413
Profit and loss reserves
2,225,699
863,456
Total equity
4,100,759
2,486,235

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 26 June 2026 and are signed on its behalf by:
Mr William Brennan
Director
Company registration number NI666326 (Northern Ireland)
APEX FINTECH SOLUTIONS UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
100,000
899,366
399,399
249,675
1,648,440
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
613,781
613,781
Share based payment movement
-
-
224,014
-
0
224,014
Balance at 31 December 2024
100,000
899,366
623,413
863,456
2,486,235
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
-
1,362,243
1,362,243
Share based payment movement
-
-
252,281
-
0
252,281
Balance at 31 December 2025
100,000
899,366
875,694
2,225,699
4,100,759
APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

APEX Fintech Solutions UK Ltd is a private company limited by shares incorporated in Northern Ireland. The registered office is Eagle Star House Urban Hq, 5 - 7 Upper Queen Street, Belfast, Co. Antrim, Northern Ireland, BT1 6FB.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The company has early adopted the amendments of the FRS 102 Periodic Review 2024 as of 1 January 2025. The main impacts on the financial statements are in relation to Section 20 Leases and Section 23 Revenue. Comparative information has not been restated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

A true t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements. In assessing whether the going concern assumption is appropriate, management has taken into account all available relevant information about the future, which is at least, but is not limited to, 12 months from the date when the financial statements are authorised for issue.

1.3
Turnover

Revenue comprises amounts receivable for services provided to group undertakings.

The Company applies the five-step model under FRS 102 (as amended) to recognise revenue. Revenue is recognised when control of services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled.

The Company provides administrative and support services to group entities under cost recharge arrangements. These services are considered to represent a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the services as they are performed.

The transaction price is determined based on costs incurred in providing the services, plus a fixed mark-up percentage.

Revenue is therefore recognised over time, typically on a monthly basis, as costs are incurred and services are delivered.

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Other income

Research and Development Expenditure Credit ("RDEC") income is recognised when there is reasonable assurance that:

- the Company will comply with the conditions attaching to the credit, and

- the credit will be received.

RDEC is recognised on an accruals basis as the related R&D credit can be reliably estimated.

The credit is presented within the profit and loss account as other income, consistent with the substance of the arrangement.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% Straight Line
Right of Use asset
33% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Right of use assets relate to company vehicles under the salary sacrifice arrangement. The leases typically have a duration of 36 months and are recognised in accordance with the company's lease accounting policy. The right of use assets are depreciated on a straight line basis over the lease term.

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
1.6
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors. These are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss account.

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 company 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 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 paymen ts 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. A m ounts 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.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

The company operates a defined contribution plan for it's employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the company in independently administered funds.

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 7 -
1.12
Share-based payments

The company participate s in the share-based awards plan of Apex Fintech Solutions Inc., which provides share-based payments arrangements to certain of its employees.

The cost of equity settled share-based payments are measured at the fair value of the equity instruments on the date of grant. The cost of the equity-settled transactions is recognised, together with a corresponding increase in equity, through the Capital contribution reserve over the period in which the performance and/ or service conditions are fulfilled in the Profit and Loss Account. The share-based payment charge is the charge for the year in relation to the equity-settled scheme.

1.13
Leases

At inception, the company assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the company has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.

Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within the same line items on the Balance sheet as owned assets.

The Company recognises right-of-use assets in respect of vehicles provided under salary sacrifice arrangements where it controls the use of the leased vehicles.

Right-of-use assets are initially measured at cost, comprising of the initial measurement of the lease liability, any lease payments made at or before commencement and any directly attributable costs.

Right-of-use assets are subsequently depreciated on a straight-line basis over the shorter of the lease term and the useful economic life of the vehicle. They are also assessed for impairment where indicators arise.

A corresponding lease liability is recognised at the present value of future lease payments. Lease payments are discounted using the interest rate implicit in the lease, or, if not readily determinable, the Company’s incremental borrowing rate. Lease liabilities are subsequently measured by increasing the carrying amount for interest an d reducing it for lease payments made.

1.14
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Share Options

Included within other reserves are amounts relating to share options which are granted to key employees. The company has estimated the fair value of these options at the grant date based on external valuations.

Recognition of RDEC income

The recognition of RDEC income requires management to exercise judgement in determining whether activities meet the definition of qualifying research and development under applicable tax legislation and whether the conditions for receipt of RDEC have been met and there is reasonable assurance of recovery, and these assessments involve estimation uncertainty, particularly in respect of the level of qualifying expenditure.

Right of use asset

The discount rate applied in measuring lease liabilities is based on the company’s incremental borrowing rate where the implicit rate is not readily determinable. This rate is subject to judgement and reflects market conditions and lease term.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
116
94
APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
4
Tangible fixed assets
Computer Equipment
Right of Use asset
Total
£
£
£
Cost
At 1 January 2025
394,517
-
0
394,517
Additions
151,589
143,444
295,033
At 31 December 2025
546,106
143,444
689,550
Depreciation and impairment
At 1 January 2025
276,543
-
0
276,543
Depreciation charged in the year
79,589
17,366
96,955
At 31 December 2025
356,132
17,366
373,498
Carrying amount
At 31 December 2025
189,974
126,078
316,052
At 31 December 2024
117,974
-
0
117,974

Included within right of use assets are vehicles provided as part of a salary sacrifice arrangement. Right of use assets are depreciated on a straight line basis over the length of the lease term (typically 36 months).

5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,147,923
1,309,468
Other debtors
869,924
111,192
Prepayments and accrued income
62,637
42,986
Government grants receivable
-
0
56,430
Deferred tax assets
-
0
64,399
2,080,484
1,584,475

Amounts owed by group undertakings are unsecured, interest free and payable on demand.

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
6
Creditors: amounts falling due within one year
2025
2024
£
£
Accruals and deferred income
659,294
423,895
Other creditors
622,301
480,951
Lease liabilities
8
46,233
-
0
Amounts owed to group undertakings
16,944
55,164
Corporation tax
-
0
63,778
1,344,772
1,023,788

Amounts owed to group undertakings are unsecured, interest free and payable on demand.

7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Lease liabilities
79,640
-
0
8
Lease payables
2025
2024
Amounts due:
£
£
Within one year
46,233
-
0
After more than one year
79,640
-
0
125,873
-

Lease liabilities relates to motor vehicles leased under salary sacrifice arrangements. The leases typically have a duration of 36 months and are repaid over the lease term.

9
Share-based payment transactions

The company have two classes of share option schemes: a share option scheme and a restricted share option scheme. At the balance sheet date there w ere 231,972 and 43,513 of share options and restricted share units outstanding, respectively (2024: 313,963 share options and 15,000 restricted stock units). The fair value of share options granted in the year were $1.83 and $1.81, respectively, and the exercise price of restricted share units granted in the year was $4.75. Share options with a value of £3,236 were forfeited in the year (2024: £5,726).

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

APEX FINTECH SOLUTIONS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Audit report information
(Continued)
- 11 -
Opinion

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.

Senior Statutory Auditor:
Teresa Campbell
Statutory Auditor:
AAB Group Accountants Limited
Date of audit report:
26 June 2026
11
Contingent liabilities

A contingent liability exists to repay grants should certain conditions under which they were rewarded, as stated in the Letters of Offer, cease to be met. The director does not anticipate any liabilities.

12
Related party transactions

The company has availed of the exemption not to disclose transactions with any companies that are wholly owned within the group in accordance with FRS 102.

No further transactions with related parties were undertaken that are required to be disclosed under FRS 102.

13
Parent company

Apex Fintech Solutions Inc ("Apex Fintech"), a company incorporated in the USA, is the 100% parent company of Apex Fintech Solutions UK Limited.

The company's ultimate parent undertaking is Peak6 Investments LLC, incorporated in the USA with an address of 141 W. Jackson, Suite 500, Chicago, IL, 60604 .

The parent of the largest group in which the results are consolidated is Peak6 Investments LLC.

14
Subsequent Events

The Company evaluates subsequent events up to the date on which the financial statements were issued. Based upon this review there have been no material subsequent events that occurred during this period that would require an adjustment to the financial statements or disclosure in the accompanying notes.

15
Auditor's liability limitation agreement

The director, on behalf of the company, has entered into a Limited Liability agreement dated 23 April 2024 with their auditors. The auditor's liability is limited to an amount which is considered fair and reasonable. This has been disclosed in line with company legislation.

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