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

At BR-DGE our mission is to redefine the payments landscape, by building the technology, connections and relationships that enable merchants and payment providers to optimise, innovate and grow. We host one of the most advanced payment ecosystems, focussed on the following:

• For consumers, we personalise and remove friction, allowing people to pay how they want, in as few clicks as possible.

• For merchants, we optimise conversion, our north star metric, ensuring transactions make their way from basket to bank, without unnecessary drop off.

• For payment providers, we offer distribution and targeted access to flow, helping them connect with the right merchants and geographies more effectively.

As the payment orchestration market continues to mature, we’re seeing a clear shift in enterprise demand. Merchants are actively unbundling legacy payment services in favour of best-in-class, modular solutions that give them greater control, flexibility, and performance. This shift was reflected in our strong performance across the following areas:

• ARR growth of 375% year on year

• Substantial ARR growth driven by contracted revenue and partnerships going live throughout the year

• Further contracts secured with tier 1 enterprise scale merchants, adding substantial volumes into 2026

• Continued expansion of the product offering, developing new features and strengthening existing products

• Continued SOC2 type 2 and PCI 4.0 accreditations

• Embedding of AI and incorporation into products and internal productivity

• Further expansion of the team to drive growth

Change across the payments industry remains fast moving and highly competitive. Consumers continue to demand more flexible and diverse online payment methods, and the volume of digital transactions shows no sign of slowing. This creates significant opportunity, but also introduces a range of external and operational risks.

The key risks and uncertainties identified by the business are:

• Macro-economic volatility, particularly the impact on geographic expansion plans and market stability

• Cybersecurity threats, including both targeted attacks and broader platform vulnerabilities

• Increasing regulatory complexity, with evolving requirements across data privacy, compliance, and payments infrastructure

• Rapid advancement in AI and emerging technologies, embracing AI and new technologies is key to driving innovation, efficiency and competitive edge

We actively address these through a robust internal risk management framework, embedded governance practices and a proactive focus on platform resilience, compliance, and security. Regular board level oversight ensures these risks are reviewed in line with strategic priorities and changing market conditions.

We track a focused set of KPIs to ensure we’re delivering value to our customers, partners, shareholders and team. These include:

• Conversion rate across key payment flows

• Customer satisfaction (CSAT)

• New product development and delivery velocity

• Platform performance and scalability

• Financial performance (EBITDA, ARR, and cash burn)

• Net retention rate

• Volume of transactions processed through the platform

• Take rate per transaction

• Regulatory compliance and certifications

• Employee Net Promoter Score (eNPS)

The Directors are pleased with the progress against each of these metrics in the financial year.

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

The principal activities of the company are software development and the provision of payment orchestration and other related services to its customers.

The results for the year are set out on page 9.

No ordinary dividends were paid. 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:

Our R&D efforts have been focused on building and refining a payment orchestration platform that helps enterprise merchants simplify and optimise the way they manage digital payments. Through a single integration into BR-DGE, customers can connect their digital channels and apps to a wide network of third-party payment providers and services.

The platform is designed to address the growing operational and commercial challenges faced by large organisations. As transaction volumes rise and customer expectations shift, many businesses are constrained by legacy payment infrastructure, limited provider choice, and the increasing complexity of operating across multiple markets.

Our platform supports integration with existing payment stacks, provides access to a wide range of global and alternative payment methods, and allows merchants to configure the elements they need. Intelligent routing

ensures payments are processed in the most effective way, improving success rates, and reducing costs. The product has been developed to be modular, adaptable, and scalable to meet the needs of global businesses with complex requirements.

Our roadmap is focused on scaling platform capability, performance and resilience, while helping merchants unlock more value from their payment operations by taking a data-driven approach to optimisation. We are

continuing to enhance our hosted checkout products, giving merchants greater control over configuration and branding, while reducing integration complexity and time to revenue. Personalisation features will evolve to reduce friction and improve payment experiences, supporting better conversion and customer loyalty. We will also continue to develop our observability and data models, to give merchants clearer visibility of payment performance and more actionable insights.

Our market leading token vault capabilities are also evolving, with continued innovation to support greater resilience and flexibility. Geographic expansion will focus on enabling orchestration in card dominant markets, allowing our customers to operate more effectively at global scale. We are also incorporating machine learning to improve routing logic and provide merchants with smarter optimisation tools as standard.

Looking ahead, we expect to more than triple our transaction volumes in 2026, reflecting the growing adoption of BR-DGE across our core verticals and an increasing number of enterprise use cases.

Post year end, the Company secured additional funding of £10M from new and existing investors, strengthening the Company’s financial position and supporting continued execution of its growth strategy.

Saffery LLP have expressed their willingness to continue in office.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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

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 United Kingdom Accounting Standards and applicable law (United Kingdom Generally Accepted Accounting Practice). 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, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The 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 Comcarde Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. 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. 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 where 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 set out on page 5, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

Comcarde Limited (trading as BR-DGE) is a private company limited by shares incorporated in Scotland. The registered office is 56 George Street, Edinburgh, EH2 2LR.

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.

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.

At 31 December 2025 the company had net assets of £10,020,623 (2024 – net liabilities of £2,567,602) and net current liabilities of £113,083 (2024 - £1,277,337). Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

Turnover is recognised at the fair value of the consideration received or receivable services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Merchant revenue is generated from fees charged to merchants for transactions processed via the platform. Revenue is recognised as each transaction is processed, at the point the service is performed, as the company has satisfied its performance obligation in respect of that transaction.

Partner revenue represents fees and commissions earned from commercial partners for services provided under contractual arrangements. Revenue from partner arrangements is recognised in accordance with the underlying contractual terms, as the related services are delivered or performance obligations are satisfied.

Research expenditure is written off to the income statement in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised at cost. Capitalised development expenditure is amortised over a period of 10 years.

Patents are valued at cost less accumulated amortisation, and any accumulated impairment losses.

Tangible fixed assets 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 credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

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.

Liabilities are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the arrangement.

Loans are measured at the undiscounted amount of the cash or other consideration expected to be paid.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. Where it meets the definition of a basic financial instrument it is measured on an amortised cost basis using the effective interest method, otherwise it is measured on a fair value basis through profit or loss until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Accordingly, a financial instrument is treated as equity if:

i) There is no contractual obligation to deliver cash or other financial assets or to exchange financial assets or liabilities on terms that may be unfavourable; and

ii) The instrument is a non-derivative that contains no contractual obligations to deliver a variable number of shares or is a derivative that will be settled only by the company exchanging a fixed amount of cash or other fixed assets for a fixed number of the company's own equity instruments.

When shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense in the income statement. The initial fair value of the liability component is determined using a market rate for an equivalent liability without a conversion feature.

The remainder of the proceeds on issue is allocated to any equity component and included in shareholders' equity, net of transaction costs. The carrying amount of the equity component is not re-measured in subsequent years.

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

Research and development tax credits are credited to deferred income and released to the income statement over the expected useful life of the assets.

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 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.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Grants are credited to deferred revenue. Grants towards capital expenditure, including research and development tax credits, are released to the income statement over the expected useful life of the assets. Grants towards revenue expenditure are released to the income statement as the related expenditure is incurred.

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 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.

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

Development expenditure is capitalised in accordance with the accounting policy in note 1.4. Initial capitalisation is based on management's judgement over the technical, commercial and financial viability of individual projects.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Amortisation of intangible assets is calculated based on an estimation of the useful life of the asset. This requires an on-going judgement to be made on the carrying value of the asset and the appropriateness of the rate of amortisation. The carrying amount of intangible assets as 31 December 2025 was £24,422,737 after amortisation of £2,841,508 was charged during the year.

An analysis of the company's turnover is as follows:

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

Their aggregate remuneration comprised:

Wages and salaries costs are included within administrative expenses in the income statement and within capitalised development costs, included in intangible assets on the balance sheet.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The amortisation of intangible assets is included within administrative expenses in the income statement.

In the period to 31 December 2021 the company received funding from Scottish Enterprise in the form of a convertible loan of £240,000 which is included in creditors, amounts falling due after one year. In the prior year this loan was included in creditors amounts falling due in less than one year however the repayment terms were extended in the current year to March 2027. Included within the amount due is £83,200 (2024 - £64,000) of interest accrued at the year end.

Government grants related to development expenditure are capitalised. Government grants are being amortised over a period of 10 years in line with the amortisation rate on the intangible assets.

The company operates a defined contribution pension scheme for all qualifying employees. At the year end the company owed the pension provider £50,781 (2024 - £36,481).

On 31 December 2025, equity of £19,991,617 was issued comprising of 19,564,130 A1 shares and 42,748,697 C1 shares.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

EBT reserve

EBT reserve records the purchase of the entity's own shares by the EBT.

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

Management fees of £168,044 (2024: £176,740) were charged by Greyfriars Investments Limited. Pauline Bradley is a director of this company.

Rent and service charges of £60,113 (2024: £58,749) were paid to Gloag Investment Properties Portfolio 2 Limited. Iain Mackintosh is a director of this company and Highland & Universal Investments Limited are the sole shareholder in this company.

There is an amount due to Monarch Technology Investments Limited of £1,145,001 (2024: £976,957) included in creditors due in less than one year and an amount due of £9,651,335 (2024: £20,011,335) included in creditors falling due after more than one year. Pauline Bradley and Iain Mackintosh are both directors of this company.

The company has loaned £296,717 to the BR-DGE Employee Benefit Trust, this amount is due to the company at the balance sheet date.

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total remuneration in respect of these individuals is £677,865 (2024 - £654,571).

The controlling party is Monarch Technology Investments Ltd.

The company made a loan on 23 December 2024 to the BR-DGE Employee Benefit Trust 'EBT' to enable the EBT to acquire 1,667,561 C1 ordinary shares at £0.01 in the company.

The EBT has granted options over 1,511,577 C1 Ordinary shares, exercisable only on the occasion of an exit event, and only if certain hurdles are met.

The fair value of these options was determined not to be material and accordingly no charge is made to the income statement on the granting of these options.