Company registration number 08593670 (England and Wales)
PAYWARD LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAYWARD LTD.
COMPANY INFORMATION
Director
N Obasa
M Greenberg
N Powell
M Taylor
B Das
(Appointed 7 April 2025)
(Appointed 7 April 2025)
(Appointed 7 April 2025)
(Appointed 14 April 2025)
Company number
08593670
Registered office
6th Floor
One London Wall
London
EC2Y 5EB
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
PAYWARD LTD.
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
PAYWARD LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the year ended 31 December 2025.

Review of the business

Payward Ltd is a company registered in England and Wales. The company is a wholly owned subsidiary of Seven Cities Pte. Ltd. (the “parent company”), which is incorporated in Singapore. The principal activity of the company is to provide digital asset exchange services for UK customers in addition to the onboarding and off boarding of client monies.

Turnover for the year decreased to £72.34 million (2024: £76.93 million), and the company recorded a profit for the year of £1.45 million (2024: £2.72 million). Net assets increased to £21.87 million (2024: £20.37 million).

As of 31 December 2025, the company had £274.1 million (2024: £499.6 million) of cash and cash equivalents.

Principal risks and uncertainties

Market Risk

The risks around digital assets are mainly related to their volatility. Unexpected changes in market sentiment can lead to sharp and sudden movements in price. A sudden downward movement in price can create a loss of confidence among users. Conversely, a sudden upward movement in price may attract more users to trade digital assets. This directly impacts the number of users on the platform and the services the company provides on behalf of its ultimate parent company. The company is therefore directly subject to significant digital asset market risk as described in Key Performance Indicators. The ultimate parent company manages its digital assets and fiat holdings to ensure that there is sufficient liquidity to settle all of the ultimate parent company's customer liabilities, if any unforeseen circumstances were to occur. Additionally, the ultimate parent company aims to maintain several months' worth of operating cash and digital assets to settle any operating expenses incurred by the company.

Key performance indicators

As the company's principal activity is to provide digital asset exchange services to its customers in the UK, the company's revenue is directly impacted by market volatility and user confidence. The directors monitor the company's performance using turnover, profit for the year and net assets.

For the year ended 31 December 2025, turnover decreased to £72.34 million (2024: £76.93 million) and the company recorded a profit for the year of £1.45 million (2024: £2.72 million). Net assets increased to £21.87 million as at 31 December 2025 (2024: £20.37 million).

Section 172(1) statement

Section 172 of the Companies Act 2006 requires each director of the company to act in a way in it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard to a range of matters including:

- the likely consequence of any decision in the long term;

- the interests of the company’s employees;

- the need to foster the company’s business relationships with suppliers, customers and others;

- the impact of the company’s operations on the community and the environment;

- the desirability of the company maintaining a reputation for high standards of business conduct; and

- the need to act fairly as between members of the company.

The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders. The directors fulfil their duties to act in good faith to promote success of the company through its implementation and shared strategy with the ultimate parent company.

Decision Making

The directors fulfills their duty by considering the consequences of their decisions on the long-term objectives and sustainability of the company, its stakeholders and the community whilst also preserving its values and culture. We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose.

PAYWARD LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

Section 172(1) statement (continued)

Employee Engagement

Our employees are key so it is very important that they have the right attitude and the drive to create ideas and set high standards. The employees of the ultimate parent company are a diverse group of thinkers and doers that are dedicated to making digital assets available and accessible to the world.

Examples of the engagement with employees include:

- regular all-hands meetings are conducted to provide updates to employees on the strategic vision, values and business updates;

- requesting all employees to participate in an online employee survey to assess key metrics such as employee engagement, inclusion, intent to stay and strategic alignment against industry benchmarks;

Business Relationships

We are one of the longest running, most trusted and healthiest exchange and our clients benefit from access to industry-leading liquidity, deep markets and direct access to over-the-counter trading and futures exchange. We carry out our business with similar-minded people who we like and build on this to forge strong and lasting partnerships which is important for our long-term success.

Community and Environment

The ultimate parent company and by extension, the company, has an ongoing commitment to a high level of corporate social responsibility. is important to the company and it undertakes many initiatives in this area. The directors recognise the relevance of leading the company in such a way that it contributes to wider society.

Examples of corporate social responsibility actions include:

- becoming a Diamond Sponsor of the Anti-Human Trafficking Intelligence Initiative (ATII), a U.S.-based nonprofit that harnesses intelligence to help financial institutions, technology firms and digital asset exchanges combat human trafficking and child exploitation.

High Standards of Business Conduct

The directors take a comprehensive approach to protecting clients’ digital assets with a team of experts who take a risk-based approach to ensuring clients’ assets are protected at the highest levels.

Examples of the ultimate parent company and the company’s commitment to maintain the high standards of business conduct include:

- encryption of all sensitive account information at both system and data level with strictly controlled and monitored access;

- data servers that reside in secure cages with 24/7 surveillance by armed guards and video monitors with strictly controlled physical access and code deployment;

- a team of experts dedicated to testing our own systems with a bug bounty program to leverage the expertise of the broader security research community; and

- a robust set of security procedures and controls to manage information security that is ISO ("International Organization for Standardization") 27001 certified.

Fairness Between Members and Stakeholders

The company’s mission is to accelerate the worldwide adoption of digital assets. The directors will act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the company.

On behalf of the board

B Das
Director
25 August 2026
PAYWARD LTD.
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The director presents his annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the company is to provide digital asset exchange services and the onboarding and offboarding of client monies for UK customers.

Results

The results for the year are set out on page 8.

Director

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

B Das

M Greenberg (Appointed 7 April 2025)

N Obasa (Appointed 7 April 2025)

N Powell (Appointed 7 April 2025)

M Taylor (Appointed 14 April 2025)

S Lemmerman (Appointed 7 April 2025, Resigned 6 June 2025)

Post reporting date events

There are no events after the reporting date which materially impact the balances included in these financial statements.

Future developments

The company continues to enhance its trading platform to attract and retain customers.

Key elements of the company's strategy include but are not limited to the following:

- Continuous enhancement of the trading platfor m

- Customer retention and growth

- Providing customers with more options for engaging with crypto products and protocols

- Providing customers with increased education around crypto

Energy and carbon report

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.

Statement of director's responsibilities

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

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

PAYWARD LTD.
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The director is 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. He is 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.

Statement of disclosure to auditor

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.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in Note 1.2 to the financial statements.

On behalf of the board
B Das
Director
25 August 2026
PAYWARD LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAYWARD LTD.
- 5 -
Opinion

We have audited the financial statements of Payward Ltd. (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, 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 United Kingdom Accounting Standards, including Financial Reporting Standard 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 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.

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 director's 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 director 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 director is 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 director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

PAYWARD LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAYWARD LTD. (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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.

The extent to which our procedures are capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud are: to identify and assess the risks of material misstatement of the financial statements due to fraud, through designing and implementing appropriate responses: and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant is the Companies Act 2006.

- We understood how the company is complying with those frameworks through discussions with the directors.

- We assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur by considering the key risks impacting the financial statements.

- We carried out a review of manual entries recorded in managements accounting records and assessed the appropriateness of such entries.

- We have assessed that the company's control environment is adequate for the size and operating model of such a company.

PAYWARD LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAYWARD LTD. (CONTINUED)
- 7 -

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;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in N ote 2 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

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;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing noncompliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.

Daniel Howarth
Senior Statutory Auditor
For and on behalf of Gravita Audit II Limited
25 August 2026
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
United Kingdom
E1 8FA
PAYWARD LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£'000
£'000
Turnover
3
72,337
76,929
Cost of sales
(56,281)
(67,784)
Gross profit
16,056
9,145
Administrative expenses
(8,528)
(4,127)
Other operating income
-
0
737
Operating profit
7,528
5,755
Other interest receivable and similar income
7
1,115
7,226
Other interest payable and similar expenses
8
(6,708)
(9,593)
Profit before taxation
1,935
3,388
Tax on profit
9
(484)
(667)
Profit for the financial year
1,451
2,721

The profit and loss account has been prepared on the basis that all operations are continuing operations.

PAYWARD LTD.
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Non-current assets
Tangible assets
10
25,118
-
0
Debtors - deferred tax
11
3,777
4,274
Current assets
Debtors
11
2,081,357
113,520
Cash at bank and in hand
274,068
499,646
2,355,425
613,166
Creditors: amounts falling due within one year
13
(2,362,447)
(597,070)
Net current (liabilities)/assets
(7,022)
16,096
Net assets
21,873
20,370
Capital and reserves
Called up share capital
16
-
0
-
0
Other reserves
52
-
0
Profit and loss reserves
17
21,821
20,370
Total equity
21,873
20,370
The financial statements were approved and signed by the director and authorised for issue on 25 August 2026
B Das
Director
Company registration number 08593670 (England and Wales)
PAYWARD LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital contribution
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2024
-
0
-
17,649
17,649
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
2,721
2,721
Balance at 31 December 2024
-
0
-
20,370
20,370
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
1,451
1,451
Share-based payment charge
-
52
-
0
52
Balance at 31 December 2025
-
0
52
21,821
21,873
PAYWARD LTD.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Cash flows from operating activities
Cash absorbed by operations
23
(200,450)
(231,177)
Income taxes refunded
9
-
0
Net cash outflow from operating activities
(200,441)
(231,177)
Investing activities
Purchase of tangible fixed assets
(26,357)
-
0
Interest received
1,220
7,226
Net cash (used in)/generated from investing activities
(25,137)
7,226
Net decrease in cash and cash equivalents
(225,578)
(223,951)
Cash and cash equivalents at beginning of year
499,646
723,597
Cash and cash equivalents at end of year
274,068
499,646
PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
1
Accounting policies
Company information

Payward Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, One London Wall, London, EC2Y 5EB.

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.

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 £'000.

The financial statements have been prepared under the historical cost convention except for items measured at fair value, such as share‑based payments and crypto assets beneficially owned by the Company. Crypto-assets held on behalf of customers are not recognised as assets of the Company. The principal accounting policies adopted are set out below.

1.2
Going concern

These true f inancial s tatements have been prepared on a going concern basis. The d irectors, having considered the financial position of the c ompany for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the c ompany to continue as a going concern.

The c ompany has also taken into consideration the current global events and do not expect any significant impact on the operations of the c ompany due to the nature of services the co mpany provides to its u ltimate p arent company.

Accordingly, the d irectors have a reasonable expectation that the c ompany will continue in operational existence and thus they adopt the going concern basis of accounting in preparing the financial statements.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -
1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue is recognised when customers execute trading and asset based transactions on the platform, which is operated by an affiliate of the company. This includes fees charged to customers for depositing funds into or withdrawing funds out of their account and trading related fees. Revenue is recognised when platform related transactions are completed.

Other operating income includes amounts arising from intra-group arrangements determined in accordance with the arm’s length principle, consistent with the Organisation for Economic Co-operation and Development Transfer Pricing Guidelines.

During the year, the Group updated its transfer pricing methodology from the Residual Profit Split Method to the Transactional Net Margin Method (“TNMM”), reflecting changes in the Group’s operating model and the Company’s functional profile. Under TNMM, the Company is characterised as a routine, limited risk service provider.

Net cost arising from these arrangements is recognised in accordance with FRS 102 and presented at cost of sales.

For the Controlled Transactions, Payward UK applied the RPSM from January to July 2025 and the TNMM from August to December 2025.

The change in methodology has been applied prospectively from 2025, with no restatement of prior year amounts, as the previous method was considered appropriate based on the facts and circumstances at that time. Management does not consider the impact of the change to be material to the financial statements.

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:

Plant and equipment
28 months to end of the lease (straightline)

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.

Construction in progress is stated at cost, including directly attributable costs necessary to bring the asset to its intended operational condition. Assets under construction are not depreciated until they are available for use, at which point they are transferred to the appropriate category of property, plant and equipment.

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.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

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.

1.6
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

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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
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.

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.

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.

1.10
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately. Forfeitures of share‑based payments are accounted for by reversing the expense previously recognised in respect of the unvested portion of the awards at the date the forfeiture occurs. The Company does not estimate future forfeitures and instead recognises the impact of forfeitures only when they arise.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.11
Foreign exchange

The company's functional and presentational currency is Sterling.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

All other foreign exchange gains and losses are presented in the profit and loss account.

1.12
Digital assets

Our customers have the ability to hold, receive, transfer, sell and convert a wide range of digital assets on the exchange platform for their benefit. The company has presented these digital assets, held on behalf of our customers, off balance sheet. This has been determined in consideration of a variety of factors due to the lack of an accounting standard that specifically deals with this determination. Factors considered include:

- The company does not have the right (explicit or implicit) to use the digital assets for its own purposes; and as such, the company does not consider customers' digital assets to meet the definition of an asset under Section 11: Basic Financial Instruments or Section 12: Other Financial Instruments of FRS 102;

- The company considers the customers of the digital assets to maintain control of the asset and have preferential claim on the assets held by the company on their behalf in the event of liquidation; therefore not meeting the framework definition of a liability under Sections 11 and 12 of FRS 102; and

- The level of segregation of the customers' assets from the company's.

Refer to Note 20 for further details.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
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.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Recoverability of amounts owed by group undertakings

At each reporting date, amounts owed by group undertakings are assessed for recoverability. If there is any evidence of impairment, the carrying amount of the debtor is reduced to its recoverable amount. Impairment loss is calculated based on a review of the current status of existing amounts owed and historical collections experience. The impairment loss is recognised immediately in the profit and loss account. See Note 11 for the carrying amount of amounts owed by group undertakings.

Share options valuation

Personnel providing services to the Company are employed by a fellow group undertaking, Crypto Facilities Ltd, and participate in share option arrangements granted by its ultimate parent undertaking, Payward Inc. The related share-based payment expense is allocated to the Company based on awards granted to its employees and adjusted for employee costs recharged within the Group.

The valuation of share options requires the use of significant estimates. The fair value of the options at grant date is determined using the Black-Scholes option-pricing model, which incorporates assumptions relating to expected share price volatility, option life, risk-free interest rates and expected dividend yield. Given the judgement involved in determining these assumptions, actual outcomes may differ from the estimates applied and could result in changes to the share-based payment expense recognised by the Company.

3
Turnover and other revenue
2025
2024
£'000
£'000
Turnover analysed by class of business
Digital assets trading income
72,337
76,929
2025
2024
£'000
£'000
Turnover analysed by geographical market
United Kingdom
72,337
76,929
2025
2024
£'000
£'000
Other revenue
Interest income
1,115
7,226
PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
4
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
156
157
5
Employees

Payward Ltd does not have any direct employees. All personnel providing services to Payward Ltd are employed by a group entity, Crypto Facilities Ltd.

The average number of employees, including directors, during the year were as follows:

2025
2024
Number
Number
4
2

Their aggregate remuneration comprised:

2025
2024
£'000
£'000
Wages and salaries
610
-
0
Social security costs
141
-
Pension costs
19
-
0
770
-
0
6
Director's remuneration
2025
2024
£'000
£'000
Remuneration for qualifying services
296
-
0
Company pension contributions to defined contribution schemes
12
-
308
-
0

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 0).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£'000
£'000
Total remuneration
308
-
PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
7
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest on bank deposits
1,115
7,226
Disclosed on the profit and loss account as follows:
Other interest receivable and similar income
1,115
7,226
8
Interest payable and similar expenses
2025
2024
£'000
£'000
Losses on financial instruments measured at fair value through profit or loss
6,708
9,593
9
Taxation
2025
2024
£'000
£'000
Current tax
Foreign current tax on profits for the current period
-
0
1
Deferred tax
Origination and reversal of timing differences
484
666
Total tax charge
484
667

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£'000
£'000
Profit before taxation
1,935
3,388
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
484
847
Effects of:
Expenses that are not deductible in determining taxable profit
35
-
0
Utilisation of tax loss carryforwards
(33)
(180)
Others
(2)
-
0
Taxation charge in the financial statements
484
667
PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
10
Tangible fixed assets
Construction in progress
Plant and equipment
Total
£'000
£'000
£'000
Cost
At 1 January 2025
-
0
-
0
-
0
Additions
8,667
17,690
26,357
At 31 December 2025
8,667
17,690
26,357
Depreciation and impairment
At 1 January 2025
-
0
-
0
-
0
Depreciation charged in the year
-
0
1,239
1,239
At 31 December 2025
-
0
1,239
1,239
Carrying amount
At 31 December 2025
8,667
16,451
25,118
At 31 December 2024
-
0
-
0
-
0
11
Debtors
2025
2024
Amounts falling due within one year:
£'000
£'000
Corporation tax recoverable
3,637
3,633
Amounts owed by group undertakings
2,072,597
98,673
Other debtors
5,123
11,214
2,081,357
113,520
2025
2024
Amounts falling due after more than one year:
£'000
£'000
Deferred tax asset (note 14)
3,777
4,274
Total debtors
2,085,134
117,794
12
Cash at bank and in hand

Cash at bank and in hand as at year end includes £272.9 million (2024: £496.6 million) of custodial assets held on behalf of customers.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
13
Creditors: amounts falling due within one year
2025
2024
£'000
£'000
Amounts owed to group undertakings
2,296,716
356,879
Other creditors
64,081
238,873
Accruals and deferred income
1,650
1,318
2,362,447
597,070

Custodial assets of £272.9 million (Note 12) held within cash at bank and in hand are supported by corresponding obligations recognised either as custodial liabilities within other creditors or, where assets are held by a fellow group undertaking, as intercompany balances within amounts owed to group undertakings. These balances arise from the safeguarding of customer assets and do not represent the Company's own funds.

Included within other creditors is £62.7 million relating to custodial liabilities arising from custodial assets held by the Company and £1.3 million relating to pending net settlements. In addition, amounts owed to group undertakings include £208.8 million due to Payward Trading Limited in respect of custodial assets sub-custodied on behalf of the Company's customers.

14
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company:

Assets
Assets
2025
2024
Balances:
£'000
£'000
Origination and reversal of timing differences
3,777
4,274
2025
Movements in the year:
£'000
Asset at 1 January 2025
(4,274)
Charge to profit or loss
484
Other
13
Asset at 31 December 2025
(3,777)

The £13 k other movement arises from foreign exchange differences recognised on the retranslation of deferred tax balances during the year.

The deferred tax asset set out above is expected to reverse in the subsequent years and relates to the utilisation of tax losses against future expected profits of the same period.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
15
Share-based payment transactions

The Company participates in share-based compensation arrangements operated by the Group's ultimate parent undertaking, Payward Inc. Personnel providing services to the Company are employed by a fellow group undertaking, Crypto Facilities Ltd. The cost of share-based awards attributable to those personnel is recharged to the Company and recognised as an employee benefit expense over the relevant vesting period.

During the year, the Company recognised a share-based payment expense of £52k (202 4: £nil). Detailed information regarding the terms and conditions of the Group's share-based payment arrangements is disclosed in the consolidated financial statements of the Group.

2025
2024
£'000
£'000
Expenses recognised in the year
Arising from equity-settled transactions
52
-
16
Share capital
2025
2024
2025
2024
Alloted, issued and fully paid
Number
Number
£
£
Ordinary shares of £0.01 each
100
100
1
1

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

17
Retained earnings

The company's reserves comprise of cumulative profits or losses, net of any dividends paid, and other adjustments.

18
Financial commitments
As lessee

The Company has entered into a non‑cancellable data centre capacity agreement with a third‑party provider. Future minimum payments under the agreement are as follows:

2025
2024
£'000
£'000
Within 1 year
1,181
-
0
Years 2-5
2,546
-
0
3,727
-
0
19
Events after the reporting date

There are no events after the reporting date which materially impact the balances included in these financial statements.

PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
20
Related party transactions

Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Digital assets

An affiliate entity, Payward Ventures Inc ("PVI"), acting as the custodian for the company, maintains the internal record-keeping of our customers' digital assets, including among other things, cryptographic addresses and the amount and type of digital assets held in their accounts. As of 31 December 2025, PVI held US$2,232,640,3 75 of crypto assets on behalf of our UK customers. These digital assets are beneficially owned by the customers and are not recognised as assets of the Company in the balance sheet. The disclosed fair value has been determined using unadjusted quoted prices in active markets and represents the total digital assets held in custody for UK customers at the reporting date.

21
Ultimate controlling party

The immediate parent undertaking is Seven Cities Pte. Ltd., a company incorporated in Singapore. The ultimate parent undertaking and controlling party is Payward, Inc., a company incorporated in the United States.

Payward Inc is the parent company in which the results of Payward Ltd are consolidated.

22
Contingent liability

We are subject to legal proceedings, regulatory investigations and claims that arise in the ordinary course of business. We review each proceeding, investigation and claim on a case by case basis and determine the probability of losses after considering, among other things, opinions and views of legal counsel and outcomes of similar cases and circumstances. There is significant judgment in making these estimates and actual results may be materially different from these estimates. As at 31 December 2025, no provision for any liability has been made in these financial statements.

23
Cash (absorbed by)/generated from operations
2025
2024
£'000
£'000
Profit after taxation
1,451
2,721
Adjustments for:
Taxation charged
484
667
Investment income
(1,115)
(7,226)
Depreciation and impairment of tangible fixed assets
1,239
-
0
Equity settled share based payment expense
52
-
Movements in working capital:
(Increase)/decrease in debtors
(1,967,938)
(4,637)
Increase/(decrease) in creditors
1,765,377
(222,702)
Cash (absorbed by)/generated from operations
(200,450)
(231,177)
PAYWARD LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
24
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£'000
£'000
£'000
Cash at bank and in hand
499,646
(225,578)
274,068
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