Company registration number 13957967 (England and Wales)
9JAPAY HOLDING COMPANY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
9JAPAY HOLDING COMPANY LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
9JAPAY HOLDING COMPANY LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
5
4,624,069
4,624,069
Current assets
Debtors
6
4,159,745
904,088
Cash at bank and in hand
24,286
53,373
4,184,031
957,461
Creditors: amounts falling due within one year
7
(6,044,639)
(3,516,691)
Net current liabilities
(1,860,608)
(2,559,230)
Net assets
2,763,461
2,064,839
Capital and reserves
Called up share capital
123,500
120,000
Share premium account
2,676,500
1,980,000
Profit and loss reserves
(36,539)
(35,161)
Total equity
2,763,461
2,064,839

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

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

The financial statements were approved by the board of directors and authorised for issue on 22 May 2026 and are signed on its behalf by:
Mr I Balogun
Director
Company registration number 13957967 (England and Wales)
9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information

9japay Holding Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, 18 St. Cross Street, London, EC1N 8UN.

1.1
Accounting convention

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 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

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

In assessing the Company's ability to continue as a going concern, the directors have considered the Company's financial position, projected cash flows, and the potential impact of various factors on its operations and financial performance.

The directors have prepared detailed cash flow forecasts covering a period of 12 months from the approval of these financial statements. These forecasts take into account:

• Current trading performance and financial position.

• Anticipated future revenues, based on existing contracts and market conditions.

• Expected changes in operating costs.

• The availability of existing financing facilities and the likelihood of securing additional funding, if required.

These forecasts are prepared at a consolidated level and include the company's subsidiaries 9Japay UK Limited (formerly Africa Fintech Ltd), AFL Payments Limited, and 9Japay Platform Limited (formerly New Africa Fintech Nigeria Limited). 9Japay Platform Limited and 9Japay UK Limited are the only revenue generating member s of the group, the revenue forecast is uncertain due to the company operating in a new market with a small existing customer pool.

The group is therefore reliant on support from its parent company, NextGen Fintech Limited, and shareholders, who have sufficient funds to support the group.

The directors acknowledge that the uncertainty on revenue forecasts and the reliance from the parent/shareholders, which may be withdrawn in the future, creates a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, after considering all available information, including the potential for mitigating actions (e.g., cost reductions, renegotiation of payment terms, alternative financing), the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

Additionally the company's investment in AFL Payments of circa £3.4 million is made up of unpaid share capital of 2 billion shares (at 1 Naira per share). The obligation for payment of the share capital will arise at the discretion of the directors upon an event that is under their control. They will only action this event once there is additional investment from the shareholder that is sufficient to cover the unpaid share capital that itself is subject to significant fluctuations arising from movement in its designated local currency.

9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
1.3
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Impairment of fixed asset investments

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.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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.

1.5
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.

1.6
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.

9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not 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 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.

1.7
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.

1.8
Taxation

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

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.

9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

1.9
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.

1.10

Admin expenses

Expenses are recorded as incurred and predominantly consist of audit fees and bank charges.

9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Value of Investments

Valuing the Company’s unlisted investments involves significant judgment under FRS 102, as market prices are not readily available. Whilst such investments are initially measured at cost, judgements are required in assessing indicators of impairment and estimating any resulting impairment charges. All investments have been assessed with no indicators of impairment identified and are therefore held at cost. Given the inherent uncertainty in these assessments, any changes in underlying assumptions could lead to material adjustments in the reported values.

Recoverability of intercompany loan

The directors have made significant judgments regarding the recoverability of intercompany loans, which total £1,614,742 as of 31 December 2025. The assessment is based on the financial performance and future cash flow projections of the subsidiaries. Key assumptions include future revenue, margins, and repayment schedules.

As at March 2026, management concluded that the loans are fully recoverable, though future economic conditions may impact this assessment.

3
Employees

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

2025
2024
Number
Number
Total
0
0
4
Taxation

At the period end, the company had tax losses of £36,540 (31 December 2024: £35,162) to carry forward for use against future taxable profits.

5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
4,624,069
4,624,069
9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Fixed asset investments
(Continued)
- 7 -

The above is represented by three wholly owned subsidiary undertakings namely 9Japay UK Limited (a company registered in England and Wales), AFL Payments Limited (a company registered in Nigeria) and 9Japay Platform Ltd (a company registered in Nigeria).

The investment in AFL Payments Limited of £3,441,207 is based on the share allotment of 2 billion shares at 1 naira per share totalling 2 billion naira on 11 June 2023. The investment was translated into GBP on the date of allotment the 11th June 2023 at an exchange rate of 581.1915 naira to the pound. The share capital is unpaid as of the signing date of these financial statements and the liability is included within amounts owed to group undertakings.

9Japay Microfinance Bank did not form part of the Group headed by 9Japay Holding Company Limited as at either 31 December 2024 or 31 December 2025.

We confirm that no transfer of control occurred between the parties during the relevant financial periods. Accordingly, 9Japay Microfinance Bank did not meet the criteria to be classified as a subsidiary of 9Japay Holding Company Limited, and no control, ownership interest, or Group relationship existed between the two entities. Any regulatory approvals referenced in prior disclosures were not obtained and, consequently, no basis existed for the recognition of such a relationship.

Certain disclosures relating to 9Japay Microfinance Bank included in the FY2024 financial statements were made in error. Those disclosures reflected an assumption that the relevant steps required to effect the transfer had been validly completed. However, although share transfer documentation had been prepared and signed, that documentation was subsequently determined not to have been validly effected and the relevant regulatory approval was not obtained. Accordingly, the FY2024 disclosures should not be relied upon as confirmation of ownership, control, subsidiary status, or the existence of a Group relationship.

6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,614,742
904,088
Other debtors
2,545,003
-
0
4,159,745
904,088

7
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
6,039,147
3,490,492
Other creditors
5,492
26,199
6,044,639
3,516,691
9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
8
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:

Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates that the Company's financial statements have been prepared on a going concern basis. As described in note 1, the directors have identified a material uncertainty related to forecasted future cash flows, particularly concerning revenue forecasted for 9Japay Platform Limited and 9Japay Microfinance Bank Limited, which are the sole revenue generating members of the group.
While the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis, this conclusion is dependent on the successful realisation of projected cash flows and/or securing additional financing. Should these not materialize as anticipated, the Company may be unable to continue as a going concern.
These conditions, along with other matters set forth in note 1.3, indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
David Forinton
Statutory Auditor:
Kirk Rice LLP
Date of audit report:
22 May 2026
9
Related party transactions
Transactions with related parties

During the year, the company provided a loan to a connected company, a company under common control.

At the balance sheet date, the amount outstanding due from the related party was £2,544,223.

The loan is unsecured, repayable on demand and is interest free.

10
Ultimate controlling party

The directors consider that the company has no ultimate controlling party.

11
Immediate and ultimate parent companies

The immediate holding companies are NextGen Fintech Ltd (Mauritius) and 1914 Ventures Limited (UK). The Ultimate parent companies are BlueSea Capital Ltd (Mauritius), Mango Technologies DMCC (UAE), Optima Resources Holdings Ltd (UAE), Goldtruck Holdings Ltd (UK) and TTTT Holdings Limited (UK). These financial statements are not consolidated at any level within the group given the overall size of the group.

9JAPAY HOLDING COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
12
Subsequent Events

On the 11th June 2023, AFL Payments Limited issued 2 billion shares at 1 naira per share to 9Japay Holding Company Limited, totalling 2 billion naira. The investment was translated into GBP on the date of allotment, being11th June 2023 at an exchange rate of 581.1915 naira to the pound. The share capital is unpaid as of the signing date of these financial statements. The unpaid share capital was recognised as an intercompany loan to AFL Payments Limited on the date of allotment. Due to significant fluctuation in the exchange rates of the Naira to GBP, the value of the 2 billion naira loan as at 31 December 2025 was circa £1 million. As the fluctuation in exchange rates of naira to GBP is volatile, and the share capital is not likely to be paid for some time, the FX loss in the investment has not been recognised and will be recognised once the share capital has been paid.

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