ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 10131902

APEXX FINTECH LIMITED

CONSOLIDATED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

APEXX FINTECH LIMITED

COMPANY INFORMATION

Directors	P C Keenan
	A W Morgan
	T LLoyd (appointed 1 March 2026)
	T L Scowsill (appointed 1 March 2026)
	R R L Vlaar (appointed 1 March 2026)
	P Bjorgas (resigned 1 March 2026)
	E D Barrow (resigned 1 March 2026)


Registered number	10131902


Registered office	Office 1.01
	10 St Bride Street
	London
	EC4A 4AD


Independent auditors	Haslers Assurance LLP
	Chartered Accountants & Statutory Auditor
	Old Station Road
	Loughton
	Essex
	IG10 4PL

APEXX FINTECH LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4
Directors' responsibilities statement	5
Independent auditors' report	6 - 10
Consolidated statement of comprehensive income	11
Consolidated balance sheet	12
Company balance sheet	13
Consolidated statement of changes in equity	14
Company statement of changes in equity	15
Consolidated statement of cash flows	16 - 17
Consolidated analysis of net debt	18
Notes to the financial statements	19 - 41

APEXX FINTECH LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present the strategic report of Apexx Fintech Limited ("the company") and its subsidiaries ("the group") for the year ended 31 December 2025.

Fair review of the business

The principal activity of the group is the provision of payment gateway technology and related fintech services.

The group’s revenue for the year decreased by 5% to £5,489,036 (2024: £5,747,838) and gross profit decreased by 5% to £2,833,401 (2024: £2,980,515). Loss before taxation decreased to £6,504,863 (2024: £7,148,502), mainly as a result of 10% lower administrative costs following a planned group reorganization in the year, resulting in total administrative costs of £8,935,497 (2024: £9,940,096). The group’s loss for the financial year was £6,441,328 (2024: £5,730,629) and it reported a total comprehensive expense of £6,441,328 (2024: £5,726,426).

At the reporting end date, the group’s net current assets are £606,993 (2024: £1,279,301) with a net asset position of -£3,671,048 (2024: £1,031,595). The decrease in net assets is mostly due to losses incurred during the year, together with increased creditor balances as a result of higher trade creditors and £3.16m of ASA investments which were received in February 2025.

In December 2025, the company completed a funding round through the issuance of £4M Convertible Loan Note (CLN). The CLN provides the lender with the right to convert the loan into equity in the Company under the agreed terms. The proceeds from the CLN are intended to support the Company’s operation and growth activities. It is anticipated that there will be further investment as a result of the pro-rata entitlements available to all current shareholders.

Page 1

APEXX FINTECH LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The principal risks and uncertainties affecting the group are discussed below:

Financial and operational risk management

Credit risk:

The Company is exposed to credit risk mainly through settlement receivables from merchants, which are closely monitored and managed through established operational controls.

Liquidity risk:

The company actively manages its finances by reviewing cash flows, performance against budget and the availability of working capital to ensure that is has sufficient available funds for its operations. It maintains compliance with reporting requirements for lenders in order to maintain sufficient external financing.

Operational and technology risk:

Our long term success depends on our ability to continuously innovate and deliver products and features that meet evolving customer and market needs. There is a risk that research and development initiatives may not result in commercially successful outcomes, may be delayed, or may fail to deliver expected value. In addition, competitors may introduce superior or more cost-effective solutions. Failure to innovate effectively could lead to loss of market share, reduced revenue, and erosion of our competitive position. Ineffective product development may also result in increased costs or inefficient allocation of resources.

Mitigation: We mitigate this risk through a structured product and technology governance framework, including clear product strategy, prioritisation, and investment decision-making processes. R&D initiatives are aligned to defined customer needs and commercial objectives, with regular review of progress, costs, and outcomes. Cross functional collaboration between Product, Engineering, Data, and Commercial teams ensures early validation, iterative delivery, and timely course correction. Market trends, customer feedback, and competitive developments are continuously monitored to inform roadmap decisions and focus investment on the highest-value opportunities.

Regulatory compliance risk:

The Company is exposed to regulatory compliance risk, including obligations under data protection, anti-money laundering, consumer protection, and tax laws. Management monitors applicable regulations and maintains internal policies and procedures to ensure compliance and mitigate potential legal, financial, or reputational impact.

Financial key performance indicators

The directors use a number of key performance indicators to measure, monitor and drive the performance of the business. KPIs measured include turnover, operating loss and cash position.

	2025 £	2024 £
Turnover	5,489,036	5,747,838
Operating loss	6,073,295	6,954,969
Cash	4,401,183	1,033,004

Page 2

APEXX FINTECH LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

It is the intention of the directors that the group and company will continue to act in their capacity as a provider of software to merchants to process online payments.

This report was approved by the board on 8 September 2026 and signed on its behalf.

P C Keenan

Director

Page 3

APEXX FINTECH LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The loss for the year, after taxation, amounted to £6,441,328 (2024 - loss £5,730,629).

No ordinary dividends were paid (2024: None). The directors do not recommend payment of a further dividend

Directors

The directors who served during the year were:

P C Keenan

A W Morgan

P Bjorgas (resigned 1 March 2026)

E D Barrow (resigned 1 March 2026)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Haslers Assurance LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 8 September 2026 and signed on its behalf.

P C Keenan

Director

Page 4

APEXX FINTECH LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

APEXX FINTECH LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APEXX FINTECH LIMITED

Opinion

We have audited the financial statements of APEXX Fintech Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent 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.

Page 6

APEXX FINTECH LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APEXX FINTECH LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company 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.

Page 7

APEXX FINTECH LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APEXX FINTECH LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 8

APEXX FINTECH LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APEXX FINTECH LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group financial statements.

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

Based on our understanding of the legal and regulatory frameworks that are applicable to the entity we have considered those that have a direct and indirect material impact on the financial statements and operations of the company. These include but are not limited to the Companies Act 2006, GDPR, Employment and Health & Safety legislation and tax legislation.

We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making inquiries to the management. We corroborated our inquiries through our review of documentation generated and assessing the extent of compliance with the relevant laws and regulations.

We discussed among the audit engagement team regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

As a result of performing the above, we identified the greatest potential for material misstatements due to fraud are in the following areas, and our specific procedures performed to address these are described below:

The risk of management override of controls is the area where the financial statements were most susceptible to material misstatement due to fraud. In addition, the key principal risks related to the existence of inappropriate journal entries to impact the profit for the year and management bias in accounting estimates.

Procedures performed to address these were as follows:

• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud, including known or suspected instances of non-compliance with laws and regulations, and fraud,

∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process.

∙Ensuring that bank covenants have been met during the period and assessing the assumptions and judgements made by management in its forecasts for meeting covenants.

∙Challenging assumptions and judgements made by management in its significant accounting estimates; and

∙Identifying and testing journal entries, in particular any unusual journal entries posted around the year-end.

Page 9

APEXX FINTECH LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF APEXX FINTECH LIMITED (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.

Thomas Rogers BA ACA (Senior statutory auditor)

for and on behalf of

Haslers Assurance LLP

Chartered Accountants

Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL

9 September 2026

Page 10

APEXX FINTECH LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	5,489,036	5,747,838
Cost of sales		(2,655,635)	(2,767,323)
Gross profit		2,833,401	2,980,515
Administrative expenses		(8,935,497)	(9,940,096)
Other operating income	5	28,801	4,612
Operating loss		(6,073,295)	(6,954,969)
Interest receivable and similar income	9	1,058	585
Interest payable and similar expenses		(432,626)	(194,118)
Loss before taxation		(6,504,863)	(7,148,502)
Tax on loss	11	63,535	1,417,873
Loss for the financial year		(6,441,328)	(5,730,629)

Other comprehensive expense net of taxation
Currency translation differences	-	4,203
Total comprehensive income for the year	(6,441,328)	(5,726,426)

The notes on pages 19 to 41 form part of these financial statements.

Loss for the financial year is attributable to the owners of the parent company.

Total comprehensive expense for the year is all attributable to the owners of the parent company.

Page 11

APEXX FINTECH LIMITED

REGISTERED NUMBER: 10131902

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		2,399,608		2,964,440
Tangible assets	13		27,901		39,570
			2,427,509		3,004,010
Current assets
Debtors: amounts falling due within one year	15	2,085,685		2,543,758
Cash at bank and in hand	16	4,401,183		1,033,004
		6,486,868		3,576,762
Creditors: amounts falling due within one year		(5,879,875)		(2,297,461)
Net current assets			606,993		1,279,301
Total assets less current liabilities			3,034,502		4,283,311
Creditors: amounts falling due after more than one year			(6,705,550)		(3,251,716)

Net (liabilities)/assets			(3,671,048)		1,031,595

Capital and reserves
Called up share capital	19	1,193	1,185
Share premium account	20	34,205,256	34,205,256
Other reserves	20	2,084,460	345,783
Profit and loss account	20	(39,961,957)	(33,520,629)
		(3,671,048)	1,031,595

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 September 2026.

P C Keenan

Director

The notes on pages 19 to 41 form part of these financial statements.

Page 12

APEXX FINTECH LIMITED

REGISTERED NUMBER: 10131902

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		2,399,608		2,964,440
Tangible assets	13		5,823		11,704
Investments	14		10,035		10,035
			2,415,466		2,986,179
Current assets
Debtors: amounts falling due within one year	15	2,222,789		2,776,257
Cash at bank and in hand	16	4,371,815		951,625
		6,594,604		3,727,882
Creditors: amounts falling due within one year		(6,217,388)		(2,570,746)
Net current assets			377,216		1,157,136
Total assets less current liabilities			2,792,682		4,143,315

Creditors: amounts falling due after more than one year	18		(6,705,550)		(3,251,716)

Net (liabilities)/assets			(3,912,868)		891,599

Capital and reserves
Called up share capital	19		1,193		1,185
Share premium account	20		34,205,256		34,205,256
Other reserves	20		2,084,460		345,783
Profit and loss account brought forward		(33,660,625)		(27,094,989)
Loss for the year		(6,543,152)		(6,565,636)
Profit and loss account carried forward			(40,203,777)		(33,660,625)
			(3,912,868)		891,599

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 September 2026.

P C Keenan

Director

The notes on pages 19 to 41 form part of these financial statements.

Page 13

APEXX FINTECH LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,179	34,177,093	-	(27,794,203)	6,384,069

Loss for the year	-	-	-	(5,730,629)	(5,730,629)
Currency translation differences	-	-	-	4,203	4,203
Share based payment	-	-	345,783	-	345,783
Shares issued during the year	6	28,163	-	-	28,169

At 1 January 2025	1,185	34,205,256	345,783	(33,520,629)	1,031,595

Loss for the year	-	-	-	(6,441,328)	(6,441,328)
Share based payment	-	-	1,738,677	-	1,738,677
Shares issued during the year	8	-	-	-	8
At 31 December 2025	1,193	34,205,256	2,084,460	(39,961,957)	(3,671,048)

The notes on pages 19 to 41 form part of these financial statements.

Page 14

APEXX FINTECH LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	1,179	34,177,093	-	(27,094,989)	7,083,283

Loss for the year	-	-	-	(6,565,636)	(6,565,636)
Share based payment	-	-	345,783	-	345,783
Shares issued during the year	6	28,163	-	-	28,169

At 1 January 2025	1,185	34,205,256	345,783	(33,660,625)	891,599

Loss for the year	-	-	-	(6,543,152)	(6,543,152)
Share based payment	-	-	1,738,677	-	1,738,677
Shares issued during the year	8	-	-	-	8
Total transactions with owners	8	-	-	-	8
At 31 December 2025	1,193	34,205,256	2,084,460	(40,203,777)	(3,912,868)

The notes on pages 19 to 41 form part of these financial statements.

Page 15

APEXX FINTECH LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(6,441,328)	(5,730,629)
Adjustments for:
Amortisation of intangible assets	1,786,653	2,108,900
Depreciation of tangible assets	23,008	24,464
Loss on disposal of tangible assets	-	395
Interest received	(1,058)	(585)
Taxation charge	(63,536)	(1,417,873)
Decrease/(increase) in debtors	113,674	(312,366)
(Decrease)/increase in creditors	(130,645)	1,391,144
Corporation tax received	462,517	705,135
Foreign exchange differences	(58,297)	(31,512)
Equity-settled share-based payment expense	1,738,676	345,783
Net cash generated from operating activities	(2,570,336)	(2,917,144)

Cash flows from investing activities
Purchase of intangible fixed assets	(1,221,821)	(1,238,626)
Purchase of tangible fixed assets	(7,622)	(24,416)
Sale of tangible fixed assets	-	22,648
Interest received	1,058	585
Net cash from investing activities	(1,228,385)	(1,239,809)

Page 16

APEXX FINTECH LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash flows from financing activities
Issue of ordinary shares	8	28,169
Other new loans	7,166,893	3,000,000
Net cash used in financing activities	7,166,901	3,028,169
Net increase/(decrease) in cash and cash equivalents	3,368,180	(1,128,784)
Cash and cash equivalents at beginning of year	1,033,003	2,161,787
Cash and cash equivalents at the end of year	4,401,183	1,033,003

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,401,183	1,033,003
	4,401,183	1,033,003

The notes on pages 19 to 41 form part of these financial statements.

Page 17

APEXX FINTECH LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	1,033,003	3,368,180	4,401,183
Debt due after 1 year	(3,000,000)	(3,640,000)	(6,640,000)
Debt due within 1 year	-	(3,526,894)	(3,526,894)
	(1,966,997)	(3,798,714)	(5,765,711)

The notes on pages 19 to 41 form part of these financial statements.

Page 18

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Apexx Fintech Limited is a private company, limited by shares and incorporated in England and Wales, United Kingdom, registration number 10131902. The address of the registered office is Office 1.01, 10 St Bride Street, London, EC4A 4AD.The principal activity of the company is disclosed with the directors' report.

The group consists of APEXX Fintech Limited and all of its subsidiaries.

The company's and the group's principal activities and nature of its operations are disclosed in the directors' report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

2.3

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

In assessing whether the going concern basis of preparation is appropriate to adopt, the directors considered a number of factors including the group's net asset position and financial projections as well as the lossmaking position of the company. The group operates as a payment orchestrator with a customer base primarily within the Travel and Retail sectors. These sectors remain sensitive to customer affordability driven by inflationary pressures, increases in interest rates as well as a cost of living as well as house price movements, which combined with the impact of global events may lead to economic uncertainty and deterioration in the outlook for the UK and Global economies. The directors have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements which indicate that even taking into account the economic risks and stress cases that the company will have sufficient funds to meet its liabilities as they fall due for that period and have therefore prepared the financial statements on a going concern basis.

Page 19

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 20

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 21

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.12

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development expenditure

years

Page 22

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings	-	33%	Straight Line
Computer equipment	-	33%	Straight Line
Other fixed assets	-	33%	Straight Line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 23

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.20

Financial instruments

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 24

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Page 25

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the group'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 othersources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Amortisation and useful economic life
The amortisation, in respect of intangible fixed assets, is based upon estimates of the useful economic lives of the assets involved. Useful economic life is assessed initially upon acquisition of the asset and thereafter reviewed annually taking into account any revisions of future use of those assets. The judgements involved are informed by historical experience in relation to similar assets.

Provisioning trade debtors
Trade debtors are regularly considered for indicators of impairment, which require the group to make best estimates for these losses. Such estimates involve considering: the historical experience of bad debts; the effects of present economic conditions; the financial health of customers; and present and expect future levels of interest rates.

Page 26

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Gateway	3,406,323	2,980,646
Revenue share	1,858,693	2,222,914
Support and maintenance	44,477	45,515
Intergrations Services	117,506	477,552
Set-up fees	68,159	18,211
Other turnover	(6,122)	3,000
	5,489,036	5,747,838

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	5,489,036	5,747,838
	5,489,036	5,747,838

5.	Other operating income
		2025	2024
		£	£

Other operating income	28,801	4,612
	28,801	4,612

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

30,700

27,750

Page 27

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	3,459,121	4,018,396	2,914,153	3,517,770
Social security costs	421,647	498,792	410,837	484,488
Cost of defined contribution scheme	300,695	363,905	291,267	353,908
	4,181,463	4,881,093	3,616,257	4,356,166

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

General and Administrative	17	17	13	12
Sales and marketing	7	12	6	12
Research and development	46	52	7	9
Customer Success	8	8	1	4

	78	89	27	37

8.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	195,982	204,940
Pension contributions to defined contribution schemes	1,215	2,423
	197,197	207,363

	The highest paid director received remuneration of £183,481 (2024 - £202,835).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2024 - 2).

Page 28

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	1,058	585
		1,058	585

10.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	382,495	187,238
Other loan interest payable	50,131	6,880
	432,626	194,118

Corporation tax
Current tax on profits for the year	(118,828)	(1,445,239)
	(118,828)	(1,445,239)
Foreign tax
Foreign tax on income for the year	49,428	27,366
	49,428	27,366
Total current tax	(69,400)	(1,417,873)

Deferred tax
Origination and reversal of timing differences	5,865	-
Total deferred tax	5,865	-


		(63,535)	(1,417,873)

Page 29

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Loss on ordinary activities before tax

(6,504,863)

(7,148,502)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(1,626,216)	(1,787,126)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	537,171	121,031
Income not deductible for tax purposes	(1,193)	-
Adjustments to tax charge in respect of prior periods	21,998	(1,184,238)
Short-term timing difference leading to an increase (decrease) in taxation	-	(61,139)
Movements in deferred tax not recognised	1,010,017	1,473,560
Surrender of tax losses for R&D tax credit refund	-	391,501
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	36,371	(301,694)
R&D expenditure credits	(117,843)	-
Double taxation relief	16,013	(69,768)
Other differences leading to an increase (decrease) in the tax charge	60,147	-
Total tax charge for the year	(63,535)	(1,417,873)

Factors that may affect future tax charges

The company has both tax credits and losses to carry forward and utilise against future profits.

Page 30

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Intangible assets
	Group

		Development expenditure
		£
	Cost
	At 1 January 2025	10,083,371
	Additions	1,221,821
	At 31 December 2025	11,305,192
	Amortisation
	At 1 January 2025	7,118,931
	Charge for the year on owned assets	1,786,653
	At 31 December 2025	8,905,584
	Net book value
	At 31 December 2025	2,399,608
	At 31 December 2024	2,964,440

Page 31

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Intangible assets (continued)

	Company

		Development expenditure
		£
	Cost
	At 1 January 2025	10,083,371
	Additions	1,221,821
	At 31 December 2025	11,305,192
	Amortisation
	At 1 January 2025	7,118,931
	Charge for the year	1,786,653
	At 31 December 2025	8,905,584
	Net book value
	At 31 December 2025	2,399,608
	At 31 December 2024	2,964,440

Page 32

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Tangible fixed assets
	Group

	Fixtures and fittings	Computer equipment	Total
	£	£	£
Cost or valuation
At 1 January 2025	36,430	144,405	180,835
Additions	442	7,180	7,622
Disposals	(1,136)	-	(1,136)
At 31 December 2025	35,736	151,585	187,321
Depreciation
At 1 January 2025	24,215	117,050	141,265
Charge for the year on owned assets	3,327	14,828	18,155
At 31 December 2025	27,542	131,878	159,420
Net book value
At 31 December 2025	8,194	19,707	27,901
At 31 December 2024	12,215	27,355	39,570

Page 33

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Tangible fixed assets (continued)

	Company

	Fixtures and fittings	Computer equipment	Total
	£	£	£
Cost or valuation
At 1 January 2025	26,584	122,560	149,144
Additions	-	1,407	1,407
At 31 December 2025	26,584	123,967	150,551
Depreciation
At 1 January 2025	24,215	113,225	137,440
Charge for the year on owned assets	1,096	6,192	7,288
At 31 December 2025	25,311	119,417	144,728
Net book value
At 31 December 2025	1,273	4,550	5,823
At 31 December 2024	2,369	9,335	11,704

The net book value of land and buildings may be further analysed as follows:

Page 34

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	10,035
	At 31 December 2025	10,035

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	APEXX Global Inc.	711 Third Avenue, 17th Floor, New York, New York 10017, USA	Ordinary	100%
	APEXX Fintech India Private Limited	7 + 7A, Snehal Classique A, 1707A, Shivajinagar, Pune - 411005, India	Ordinary	100%

The company owns 1,000 ordinary shares in APEXX Global Inc. at par value of $0.00001 per share. The
value of this investment is £0.00759.

The company owns 99,999 ordinary shares in APEXX Fintech India Private Limited at par value of 10 Indian Rupees per share. The value of this investment is £10,035.

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	APEXX Global Inc	10,543	90,472
	APEXX Fintech India Private Limited	(181,090)	(5,890)

Page 35

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	736,600	853,750	1,007,331	1,192,200
Amounts owed by group undertakings	-	-	60,635	-
Other debtors	222,432	199,656	87,976	93,959
Prepayments and accrued income	747,809	767,111	688,003	766,857
Tax recoverable	378,844	723,241	378,844	723,241
	2,085,685	2,543,758	2,222,789	2,776,257

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	4,401,183	1,033,004	4,371,815	951,625
	4,401,183	1,033,004	4,371,815	951,625

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	360,000	-	360,000	-
Other loans	3,166,894	-	3,166,894	-
Trade creditors	1,217,722	857,705	1,206,709	857,671
Amounts owed to group undertakings	-	-	404,373	288,091
Other taxation and social security	437,581	390,259	436,033	389,037
Other creditors	133,801	94,648	113,885	82,700
Accruals and deferred income	563,877	954,849	529,494	953,247
	5,879,875	2,297,461	6,217,388	2,570,746

Page 36

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	6,640,000	3,000,000	6,640,000	3,000,000
Other creditors	-	53,949	-	53,949
Accruals and deferred income	65,550	197,767	65,550	197,767
	6,705,550	3,251,716	6,705,550	3,251,716

At the balance sheet date, the company had loans outstanding of £7,000,000 (£3,000,000).

In 2024, the company received loans totalling £3,000,000 that are secured, incur interest a rate of SONIA plus 7.5%, and are repayable on 4 April 2029. At the balance sheet date, the amount outstanding is £3,000,000 (2024: £3,000,000).

In 2025, the company received £4,000,000 of unsecured convertible loan funding. The loan bears interest at 5% per annum and is convertible into ordinary shares of the company at the option of the holder up to and including 4 April 2029. At the balance sheet date, the outstanding balance was £4,000,000 (2024: £Nil).

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1,193 (2024 - 1,185) Ordinary shares of £1.00 each	1,193	1,185

On 19 February 2025, the company issued 8,013 Ordinary shares of 0.001p each.

Ordinary shares entitle their holders to full voting and distribution rights.

Page 37

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.

Reserves

Called up share capital

Called up share capital represents the par value of the shares issues by the company

Share Premium Account

Consideration received for shares issued above their nominal value, net of transaction costs

Share-based payment reserve

The share based payment reserve represents the cumulative share-based payments expense for the group's share option schemes.

Profit and loss account

The profit and loss account represents the cumulative profit and loss, net of distribution to owners

Page 38

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Share-based payments
	The Group operates an equity-settled share-based payment scheme and has issued Enterprise Management Incentive share option (EMI's) to its employees under this scheme EMI's are measure at fair value at the date of grant. The fair value expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. The vesting period for the options is between 1 and 4.5 years. During the year, the Group reassessed the expected vesting of EMI share options subject to revenue based performance conditions. Based on updated forecasts, management concluded that the performance targets are no longer achievable and that the options will not vest. As a result, the previously recognised share based payment charge and related liability have been reversed in the year.
		Weighted average exercise price (£) 2025	Number 2025	Weighted average exercise price (£) 2024	Number 2024

Outstanding at the beginning of the year		79,714		-
Granted during the year	0.001	105,089	18.47	79,714
Forfeited during the year		(64,547)		-
Expired during the year		(18,740)		-
Outstanding at the end of the year	18.47	101,516	18.47	79,714

To measure the fair value at grant date the Black-Scholes option pricing model has been used. The inputs into the pricing model are:
	2025	2024

Weighted average share price (£)	41.98	41.98
Exercise price (£)	0.001	18.47
Expected life (years)	1.00 to 4.50	1.00 to 4.50
Expected volatility	60%	60%
Expected dividend yield	-	-
Risk-free interest rate	5.2%	5.2%

Page 39

APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.Share-based payments (continued)

The value of the inputs used in the pricing model have been determined as follows: Weighted average share price - through the utilisation of recent equity transactions, adjusted for share class restrictions Weighted average exercise price - the average price of all share options purchased Expected volatility - estimated using the historical volatility of the share prices on similar listed UK entities Expected life - management's best estimate of the anticipated period between the grant date and the vesting date Risk free rate - based on the Sterling Overnight Index Average (SONIA) rate Expected dividends yield - the expected average annual dividend payment over the life of the options
	2025	2024
	£	£

Expenses recognised in the year
Arising from equity-settled share-based payment transactions	1,738,677	345,783
	1,738,677	345,783

22.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £300,695 (2024 - £363,906) . Contributions totalling £26,166 (2024 - £23,244) were payable to the fund at the balance sheet date and are included in creditors.

23.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	195,500	262,794	195,000	195,500
Later than 1 year and not later than 5 years	260,667	510,590	260,667	456,167
	456,167	773,384	455,667	651,667

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APEXX FINTECH LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.

Related party transactions

The group has taken advantage of the exemptions provided by Section 33 under FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of a group,
provided that any subsidiary undertaken which is party to the transaction is wholly owned by a member of that group.

During the year, an entity under common control charged the group £18,750 (2024: £25,000) for consultancy services. At the reporting end date, the group owed £Nil (2024: £6,250) to this related party and this balance is included within trade creditors.

The company and another entity under common control are party to a partnership agreement under which the related party facilitates introductions to potential clients in exchange for revenue share. During the year, the group paid referral commission to this related party of £136,718 (2024: £100,541). At the reporting end date, the group owed £99,450 (2024: £32,590) to this related party and this balance is included within creditors.

25.	Controlling party

The directors believe that there is no single controlling party.

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