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

Payward Services Limited (“PSL” or the “Company”) 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 the provision of exchange services for UK customers, including the onboarding and off-boarding of client monies as an authorised Electronic Money Institution (“EMI”).

The Company received its EMI licence and registration with the Financial Conduct Authority in February 2025 and commenced operations in June 2025. The year therefore reflects a partial first year of trading, with turnover increasing to £1,308,256 (2024: £81,797) and the Company recording a profit for the year of £84,711 (2024: £29), reflecting growth in client onboarding, transaction volumes and outstanding e-money balances following launch. As of 31 December 2025, the Company had £246,600,921 (2024: £225,897) of cash and cash equivalents, comprising the Company's own resources together with client monies held in segregated custodial accounts in connection with its e-money services.

The Company continues to benefit from the operational and financial support of its immediate parent, Seven Cities Pte Ltd, and its ultimate parent, Payward Inc., consistent with its role within the wider group's digital asset strategy.

The Company operates in a regulated payments environment which is linked to the broader digital assets market and is subject to evolving regulation. The directors have identified the following key risks and uncertainties:

Regulatory risk – the Company is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution under the Electronic Money Regulations 2011. Changes to UK payments or e-money regulation, including the UK's developing regulatory approach to digital assets, could affect the Company's permitted activities or impose additional compliance requirements. The Company monitors regulatory developments closely and engages with its regulators as appropriate.

Market and concentration risk – the Company's revenues are linked to the volume and value of client transactions processed through its platform, which are influenced by wider market conditions and customer demand. A sustained reduction in transaction activity, or a change in the Company's relationship with key group counterparties, could adversely affect revenues. The directors have regard to this exposure when assessing the Company's ongoing financial resilience.

Safeguarding and custodial risk – as an EMI, the Company is required to safeguard funds received in exchange for e-money in accordance with the Electronic Money Regulations 2011. As at 31 December 2025, the Company held custodial cash of £240,310,160 on behalf of clients (2024: £nil), matched by a corresponding liability to e-money holders. A failure in safeguarding arrangements could result in regulatory breach, financial loss or reputational damage; the Company mitigates this risk through segregated client accounts, reconciliation controls and oversight of its banking partners.

Liquidity risk – the Company is unlikely to face liquidity risk in the short to medium term. As at 31 December 2025, the Company held cash and restricted cash of £6,290,761 (excluding client monies) and net assets of £6,072,393. The Company maintains an internal buffer above the Financial Conduct Authority's minimum own funds requirement under Method D of the Electronic Money Regulations 2011, and continues to benefit from ongoing financial support from its ultimate parent, Payward Inc.

Operational and technology risk – the Company relies on third-party banking partners and the wider Payward group's technology and operational infrastructure to process client transactions and safeguard client funds. Failures or weaknesses in these areas could result in service disruption, financial loss or reputational damage. The Company mitigates these risks by maintaining relationships with regulated banking partners and leveraging the group's compliance, risk management and technology infrastructure.

Group and other risk – the Company is part of the wider Payward group and relies on group arrangements for certain operational and financial support, including capital contributions from its immediate parent during the year. The directors monitor this reliance as part of the Company's wider risk oversight.

The directors monitor the performance of the Company primarily through financial measures including turnover, profit for the year and net assets, together with non-financial indicators such as outstanding e-money balances under management and client transaction volumes.

For the year ended 31 December 2025, turnover increased to £1,308,256 (2024: £81,797) and the Company recorded a profit for the year of £84,711 (2024: £29), reflecting a partial first year of trading following receipt of its EMI licence in February 2025 and commencement of operations in June 2025. Net assets increased to £6,072,393 (2024: £2,351,107), including a further £3,600,000 capital contribution from the Company's immediate parent, Seven Cities Pte Ltd, during the year. Outstanding e-money balances held on behalf of clients grew to £221.7 million as at 31 December 2025 (2024: £nil), reflecting increased client onboarding and transaction activity since launch.

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 is the provision of exchange services for UK customers, including the onboarding and off-boarding of client monies, as an authorised Electronic Money Institution. The Company received its EMI licence and registration with the Financial Conduct Authority in February 2025 and commenced operations in June 2025.

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

Other than the changes in the composition of the board set out above, the directors are not aware of any other significant events since the balance sheet date that would require adjustment to, or disclosure in, these financial statements.

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.

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 Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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; and

• 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.

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.

We have audited the financial statements of Payward Services Limited (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 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.

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.

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 Note 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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

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

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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

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 except for items measured at fair value, such as share‑based payments. The principal accounting policies adopted are set out below.

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 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.

Effective June 2025, Payward Services provides fiat banking services to the Group and charges cost plus a mark up recognised as services are performed. Revenue is recognised as the related services are performed and the underlying costs are incurred.

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.

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, 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.

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.

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.

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, including creditors and amounts due to fellow group companies 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 payments 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. Amounts 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.

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

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.

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 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 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.

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.

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.

Custodial cash and custodial liabilities

The Company holds fiat funds on behalf of customers as part of its custodial activities. Such balances are recognised as custodial cash together with a corresponding custodial liability reflecting the Company's obligation to return the funds to customers. These balances are held for safeguarding purposes and do not represent assets or liabilities arising from the Company's own trading activities.

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.

The Company's employees receive share options 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.

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

Their aggregate remuneration comprised:

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:

Custodial liabilities of £221.7 million represent obligations to customers in respect of fiat funds held by the Company in a custodial capacity at the reporting date. These balances are supported by corresponding custodial cash held at bank and are segregated from the Company's own operating funds. Pending settlements of £18.6 million represent customer deposits, withdrawals and other transactions that were in the process of settlement at the reporting date and were completed in the ordinary course of business subsequent to year end.

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

The deferred tax asset set out above is expected to reverse in the subsequent periods and will be utilised against future expected profits.

Employees of the Company participate in share-based payment arrangements operated by the Group's ultimate parent undertaking, Payward Inc. The cost of awards attributable to employees of the Company is recharged by a fellow subsidiary undertaking and recognised as an employee benefit expense over the relevant vesting period.

Detailed information regarding the nature and extent of the arrangements, including the principal terms and vesting conditions, together with the methodology and significant assumptions used to determine the fair value of awards granted, is disclosed in the consolidated financial statements of the Group. The Company recognised a share-based payment expense of £36,575 during the year (2024: £nil).

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

The directors are not aware of any significant events since the balance sheet date that would require adjustment to, or disclosure in, these financial statements.

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.

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 Services Ltd are consolidated.