The directors present the strategic report for the year ended 31 December 2025.

The financial services landscape continues to evolve, with EMI playing an important role In facilitating digital payments and financial transactions. The ongoing development of payment infrastructure and increasing adoption of digital solutions continue to support demand for efficient and secure payment services.

During 2025, Emerald remained focused on delivering secure, scalable, and reliable payment services to its clients. Throughout the year, the Company continued to enhance its payment platform, improving functionality, processing efficiency, and system resilience, while Investing In Infrastructure and integrations with payment rail providers.

Emerald supports a broad range of payment schemes, including Faster Payments, CHAPS, BACS, SEPA, and International SWIFT transfers. During the year, the Company further strengthened its payments capability through the addition of four new payment rails and the expansion of safeguarding arrangements across additional currencies.

The Company continued to invest in its technology and operational framework, with a focus on automation, control, and efficiency. Enhancements were made to compliance processes and internal governance systems, including incident management, change control, and access management, supporting improved oversight and reduced manual intervention. The company also expanded system integration capabilities, including API functionality and automated data exchange with correspondent banking partners, enabling more efficient processing of client transactions.

Further developments included the delivery of a foreign exchange module integrated into client-facing channels, enhancement to payment monitoring and processing tools, and the implementation of additional analytical capabilities to support financial crime risk management. As part of its own approach to operational resilience, the Company also progressed the development of its own online platform and mobile operations.

In preparation of the new safeguarding regime for e-money institutions, the Company has initiated a review of its oversight frameworks. Efforts are focused on aligning with the “Supplementary Regime” standards, specifically through the enhancement of daily reconciliation processes and the formalisation of a Resolution Pack. These measures ensure the Company remains positioned to meet elevated regulatory requirements for the protections of client funds ahead of the 2026 implementation deadline.

In addition, the Company, completed a review and optimisation of its cloud infrastructure, resulting in improved resource efficiency and a reduction in operating costs.

The Company continued to assess its international operations during the year. Following the successful establishment and regulatory authorisation of its branch in the DIFC (Dubai, UAE) by the Dubai Financial Services Authority, the Company initially focused on developing its presence and service capabilities within the region.

However, in light of evolving political conditions in the Middle East during 2026, the Directors undertook a strategic review of the Company’s regional operations. As a result of this review, the decision was made to hand back the branch authorisation in an orderly manner, allowing the Company to maintain focus on its core market and ensure continued operational resilience.

The Company also enhanced its external communications through the launch of an updated corporate website, improving accessibility and the presentation of information to clients and stakeholders.

Future Outlook

Looking ahead, the Directors remain confident in the Company’s strategic direction and growth prospects. Key priorities for the upcoming financial year include:

• Ongoing enhancement of the Company’s technology platform to improve client experience and operational efficiency.

• Expansion of strategic partnerships with payment providers, financial institutions and block-chain based projects to broaden service offerings and geographic reach.

• Further development of internal controls, risk management frameworks, and compliance processes to meet evolving regulatory requirements.

The Directors believe that these initiative will support the Company’s growth and reinforce its position as a trusted provider of digital payment solutions.

Performance Statement

The Directors confirm that the Company achieved a positive performance for the financial year. The Directors have reviewed the contributing factors and remain confident that the actions taken will support positive performance in the forthcoming period.

To support efficient operations and the achievement of business objectives, the company has established a comprehensive internal control system for risk management. Its key aim is the early identification of risks, followed by the development and implementation of appropriate mitigation strategies. The Company’s management recognises the following risk categories as posing the most significant uncertainty to its business.

Regulatory Compliance, Money Laundering and Terrorism Financing Risks

Emerald operates within highly regulated and evolving UK financial environment and is subject to legislation including the Electronic Money Regulations 2011, the Money Laundering Regulations 2017, and under the UK GDPR, under the supervision of the Financial Conduct Authority. The business is inherently exposed to risks associated with non-compliance with these requirements, as well as to the potential misuse of its services for money laundering or terrorist financing. To manage these risks, the Company’s dedicated compliance function monitors regulatory developments and ensures that policies, procedures, and systems remain aligned with applicable regulatory requirements.

Sanctions Risk

Given Company’s engagement with clients involved in international trade, Emerald remains attentive to both national and international sanctions regimes. Controls are in place to screen clients before onboarding and throughout the lifecycle of the relationship. These controls are in place to screen clients before onboarding and throughout the lifecycle of the relationship. These controls are deeply embedded into customer due diligence and payment processing workflows to manage exposure to sanctions-related risks.

Geopolitical and International Trade Risk

Increasing geopolitical tensions, trade disputes, and policy predictability across key markets have created heightened uncertainty, for cross boarder financial services. As an institution servicing internationally active clients, Emerald may be indirectly impacted by trade restrictions, tariffs, and shifting regulatory environments. These dynamics may influence transaction volumes, delay settlement flows, or increase operational complexity.

Emerald is strengthening Its scenario planning and monitoring mechanisms to stay informed about international developments. The Company continues to assess exposure to these risks and adapt its client engagement and risk management strategies accordingly.

Risks Associated with Outsourced Services

The company depends on third-party partners for essential services such as payment processing, safeguarding of funds, customer identification, and AML checks.

To manage this, Emerald carries out thorough due diligence before entering into partnerships and regularly assesses the performance and financial health of these providers. A contingency plan is in place to ensure service continuity in the event of a failure by a critical vendor.

Security Risk

Information security and data protection remain top priorities. Emerald has implemented a robust information security framework, including regular cybersecurity training for employees, system stress testing, and audits. These measures help safeguard client information and ensure resilience against cyber threats.

Operational Risk

This includes risks stemming from internal system failures, human error, or external disruptions. Emerald mitigates these risks through process standardisation, automation, and regular Internal reviews. The Company has also embedded pandemic-related contingency measures into its broader operational risk framework to ensure preparedness for similar future events.

Liquidity Risk

Liquidity risk refers to the possibility of the company being unable to meet its financial obligations on time. Emerald addresses this through active balance sheet management, including regular cash flow forecasting, liquidity planning, and stress testing under various scenarios.

Credit Risk

The risk that a counterparty fails to meet its financial obligations. Emerald works primarily with counterparties of high credit standing and carries out regular assessments of their financial and reputational status.

Currency Exchange Risk

Given Company's exposure to multiple currencies, fluctuations in exchange rates pose a potential risk. Emerald mitigates this through the use of multi-currency accounts and by continuously monitoring exchange rate trends to reduce volatility in its operations.

The management of the company sets and regularly reviews business specific KPIs. Below are general KPIs reached in 2025:

- Sales £4,572,768 (2024: £3,770,632)
- Profit £493,226 (2024: £789,421)

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The principal activity of the company continued to be that of Electronic Money Institution (EMI).

The results for the year are set out on page 10.

Interim dividends were paid amounting to £912,000. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company law, the directors must not approve the financial statements unless they are 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, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

We have audited the financial statements of Emerald Financial Group (UK) Ltd (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

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 UK adopted international accounting standards; 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. Our responsibilities under those standards are further described in the Auditor's 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 UK, including the FRC’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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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. Our 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our 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 auditor's 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,

including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of 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 laws 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;

• tested journal entries to identify unusual transactions; and

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reviewing correspondence with HMRC and the company’s legal advisors;

• reviewing reports prepared by external, third party auditors in relation to their compliance audit for the firm's obligations with both The Electronic Money Regulations 2011 and FCA Rules and Guidance Section 10; and

• performing a review of legal and professional fees.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.

Emerald Financial Group (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Hamilton House, 1 Temple Avenue, London, EC4Y 0HA. The company's principal activities and nature of its operations are disclosed in the directors' report.

The previous accounts were prepared for a 10 month period, therefore the amounts presented in the financial statements are not entirely comparable with the current year.

These financial statements for the year ended 31 December 2025 are the first financial statements of Emerald Financial Group (UK) Ltd prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom. The date of transition to IFRS was 1 March 2024. An explanation of how transition to IFRS has affected the reported financial position and financial performance is given in note 24.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts 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.

The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and services are transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

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

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 recognised in the income statement.

At each reporting 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).

Cash and cash equivalents 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.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

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

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 costs of short-term employee benefits are recognised as a liability and an expense.

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.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The directors consider that there are no key judgements, estimates or assumptions used in preparing the financial statements.

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

Their aggregate remuneration comprised:

The charge for the year can be reconciled to the profit per the income statement as follows:

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

All loans relate to subordinated loans from the shareholders which are not secured. The loans are repayable in 2032 and are interest free.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the year end, unpaid contributions amounted to £nil (2024: £nil) and are included in other payables.

Other reserves represent capital contributions arising from subordinated loans provided by shareholders at below-market rates of interest. The loans were measured at fair value on initial recognition using a market rate for a comparable debt instrument, with the resulting difference recognised within other reserves as a capital contribution.

Externally imposed capital requirements to which the company is subject have been complied with in the period.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

At the year end there were also subordinated loans from shareholders outstanding with a value of £177,469. These are due for repayment in 7 years from date of receipt, and interest is charged at 0% per annum.

The reconciliations below outline the effect of the transition from FRS 102 to IFRS.

During the year, the directors undertook a review of the Company's financial reporting framework and concluded that the adoption of International Financial Reporting Standards (IFRS) would provide a more appropriate basis for the presentation of the Company's financial position, financial performance and cash flows.

Accordingly, these financial statements have been prepared in accordance with IFRS for the first time. The date of transition to IFRS was 1 March 2024, and the Company has applied IFRS 1 First-time Adoption of International Financial Reporting Standards in preparing these financial statements.

There were no changes to the previously reported results or equity.