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

The principal activity of the Navro Group is to provide businesses with a complete payment infrastructure through a single integration. The Company facilitates global payment solutions for online businesses, offering services such as payouts, settlements and payment acceptance.

Navro Group Limited ("the Company") serves as the ultimate parent of Navro Payments Limited and Navro Payments Europe Limited, both of which are authorised and regulated as Electronic Money Institutions (EMIs). Navro Payments Limited is regulated by the Financial Conduct Authority (FCA), while Navro Payments Europe Limited is authorised by the Central Bank of Ireland (CBI).

During the year, the Company incorporated a subsidiary in Hong Kong and, through its U.S. subsidiary, obtained its first two Money Transmitter Licenses (MTLs).

During the year, the Company undertook a Series B funding round, raising £12.2m, which was allocated for product development and international expansion.

The directors have regularly monitored the Company’s performance through management reports throughout the year. They are satisfied with the results for the year, including the Company’s assets, liabilities, and overall financial position as of the year-end date.

Financial review

The Group turnover for the year was £1.0m (2024: £0.1m) in the current year.

The Group incurred a loss after taxation of £15.8m (2024: £10.2m). The loss increased primarily as a result of the increase in wages and salaries during the year.

The net asset position of the Group at the year end amounted to £10.4m (2024: £9.5m) as a result of share capital issued during the year for consideration of £12.1m (2024: £11.0m).

The metrics in this section are also considered to be the Company's key performance indicators.

During the year, the Company issued 6,668,443 B preference shares with a nominal value of £0.0001 each, raising investment of £12.1m.

The Company's activities expose it to a number of financial risks. Management reviews the key risks on regular basis. The principal risks exposed to the business due to its activities are considered to be strategic, financial, operational, financial crime, counterparty, regulatory compliance and information security risks, as well as economic uncertainty surrounding the geopolitical environment.

The Company's risk management framework is designed to embed management of the business risks throughout the organisation. The board is responsible for the review and challenge of the framework on an annual basis.

Regulations and compliance risk

The Company’s subsidiary companies, Navro Payments Limited, Navro Payments USA and Navro Payments Europe Limited, are authorised and regulated by the FCA, CBI and relevant state US authorities. Regulatory risk is the risk of financial or reputational loss arising from failure to meet the regulatory requirements applicable to those Navro Payments Limited and Navro Payments Europe Limited EMI licenses. Compliance risk is the risk that the Company fails to adhere to the relevant rules and regulations that apply to its business.

The Company is committed to compliance with all relevant legislation, regulation, industry codes and standards as well as internal policies and sound corporate governance principles. The Company is kept up to date on regulatory changes and intends to perform regular compliance audits to ensure adherence to regulatory requirements.

The Company has developed a comprehensive compliance program that includes staff training, policies, and procedures aligned with the latest regulations and uses a third-party for compliance monitoring.

Liquidity risk

Liquidity risk is the risk of insufficient funds being available to meet the Company's working capital requirements or insufficient liquidity in a market where the Company has positions. The Company monitors its liquidity levels against defined policies and procedures and has mitigations in place.

The Company performs various scenario analyses as part of its forecasting process to evaluate the impact of adverse market conditions and the potential impact on liquidity.

Operational risk

Operational risk is defined as the risk arising from within the organisation from inadequate or failed internal processes, inadequately designed or maintained systems, inappropriate staffing levels or inadequately skilled or managed people. Operational risk exposures are identified, managed and controlled by management.

The Company tracks key risk indicators (KRIs) related to Internal processes, system performance, and personnel and intends to conduct regular internal audits and risk assessments to identify potential operational failures.

The Company will develop and test business continuity plans (BCPs) and disaster recovery plans to address potential operational disruptions.

Counterparty risk

The Company relies on third parties to provide services, including banks and other payment providers, and could be adversely impacted if they fail to fulfil their obligations, become subject to regulatory action or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all.

The Company exercises due diligence on counterparties, where feasible ensures redundancy of third-party providers, and complies with applicable requirements of counterparties including banks and other payment providers. The Company will also continue to monitor the financial health, compliance status and performance of its counterparties.

The Company has identified redundancy measures in critical service areas and always has clear contractual terms established, including termination clauses.

Geopolitical events

This includes acts of war, nationalism and terrorism, natural disasters, public health issues, social unrest or human rights issues.

The Company stays informed about geopolitical developments through global risk intelligence platforms and regularly assess their potential impact on its operations.

Financial crime risk

Failure to effectively deal with fraudulent or fictitious transactions and material internal or external fraud and use of the Company's payments services for illegal purposes could negatively impact the Company's business. The Company maintains a comprehensive set of policies and procedures to prevent, detect and address financial crime.

The Company uses third party software to detect suspicious activities, including fraud detection and anti-money laundering (AML) systems and will perform regular reviews and update transaction monitoring systems and perform periodic risk assessments.

The Company will continue to provide training to its employees on recognising and responding to financial crime risks.

Capital risk

As part of its license requirements, the Company is required to meet certain capital obligations. The Company's objectives when managing capital are to ensure that the Company is adequately capitalised at all times.

Capital scenario planning is conducted by management and capital levels are closely monitored and reported to the Board on a regular basis.

Cash flow risk

The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.

The Company reviews its cashflow position on a weekly basis and cash flow management is aligned with strategic business planning to ensure that there is sufficient liquidity for day-to-day operations.

Information security risk

To ensure ongoing and sustainable compliance with its regulatory and contractual obligations, the Company has established a comprehensive framework with effective mitigation measures and control mechanisms to manage operational and security risks related to its payment services and systems.

The Company conducts regular vulnerability assessments, penetration testing, and security audits.

Additionally, the Company is International Organisation for Standardisation (ISO) 27001 certified, underscoring its commitment to maintaining high standards.

The directors anticipate a significant increase in business activity in the coming year, driven by the onboarding of several significant clients during 2026, the progression of the Company's licence applications, and its continued international expansion.

Approved by the Board and signed on its behalf by

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

The directors do not recommend payment of a dividend in the year (2024: £Nil).

Business Review

The business review has been covered in detail in the strategic report.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue its operations for at least 12 months from the approval date of these financial statements.

Base case forecast

As 2026 represents the third full year of operations, the directors have developed a base case forecast that includes:

• Global Customer and Revenue Growth: Anticipates steady growth in the customer base and revenue generation.

• Ongoing Product Investment: Plans for continuous investment in product development.

• Increased Staff and Operational Costs: Aligning with business expansion, the forecast accounts for an appropriate increase in staffing and other operational costs.

Considering the Group’s current financial resources, including the availability of an additional debt facility, the Directors are confident that the Group has sufficient funds to support ongoing investment in its operations for the period being considered by the management for going concern which is 12 months from the date of signing.

Downside scenario

The directors have also evaluated a plausible downside scenario, which assumes:

• Lower than Expected Customer Growth: This could result from delays in achieving a fully operational platform or lower-than-expected customer demand.

• Reduced Investment: Although the Group would continue to invest in business growth and product development, the scale of investment would be reduced compared to the base case.

Management has considered scenarios like reduction in 30% of revenue and 10% of increase in cost. In the downside scenario, the Group would, if required, implement necessary adjustments to its operating model, such as reducing costs or deferring expenditures, to ensure that it continues to operate as a going concern.

Subsequent events and fundraising

Management completed a successful fundraising of £9.3m in May 2026. This recent capital raise demonstrates the Group’s capacity to secure additional funding when needed, further supporting the going concern assessment.

Directors' conclusion

Based on the base case forecast, the downside scenario analysis, and the successful recent fundraising, the directors are confident that it is appropriate to prepare the financial statements on a going concern basis. They are satisfied that the Group has adequate financial resources and the flexibility to adapt its operations to maintain its financial health and support ongoing activities over the next 12 months.

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

The Group has made qualifying third party indemnity provisions for the benefit of its directors and the directors of subsidiaries, which were made during the year and remain in force at the date of this report.

In January 2026, the convertible loan notes converted to shares and 2,130,632 Series B preferred shares were issued.

In Feburary 2026, the Group drew down a further £2m in debt funding.

In May 2026, the Company completed a £9.3m equity fundraise.

See the Strategic Report for details of the principal activity, review of the business, financial risk management and future developments.true

There were no political donations made during the current or prior year.

Each of the persons who is a director at the date of approval of this report separately confirms that:

• so far as the directors are aware, there is no relevant audit information of which the Company’s auditor is unaware; and

• the directors have taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act

2006.

Deloitte LLP have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.

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), including FRS 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 Group and parent company, and of the profit or loss of the Group and parent 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;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and parent 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 Group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In our opinion the financial statements of Navro Group Limited (the ‘parent company’) and its subsidiaries (the ‘group’):

• 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, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

• the group statement of comprehensive income;

• the group and company balance sheets;

• the group and company statements of changes in equity;

• the group statement of cash flows; and

• the related notes 1 to 30.

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).

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 group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 group’s and 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.

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.

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 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.

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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the group’s industry and its control environment, and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the Group operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These UK Companies Act, and tax legislation; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included Financial Conduct Authority and Central Bank of Ireland's regulatory requirements.

We discussed among the audit engagement team and relevant internal specialists such as IT and valuations regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance and reviewing correspondence with the FCA.

Report on other legal and regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken during the 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 group and of the parent company and their environment obtained during the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

We have nothing to report in respect of these matters.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

The Company has taken the exemption under s408 of the Companies Act and has not presented its own profit and loss account and related notes. The Company’s loss for the year was £15,701,626 (2024: £7,984,658).

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

The notes on pages 17 to 38 form part of these financial statements.

Navro Group Limited (“the Company”), a company limited by shares, is a private limited company domiciled and incorporated in England and Wales. The registered office is 3rd Floor, 86-90 Paul Street, London, United Kingdom, EC2A 4NE.

The Group consists of Navro Group Limited and all of its subsidiaries.

The principal activities of the Company and its subsidiaries (the "Group") and the nature of their operations are set out in the strategic report.

These financial statements have been prepared in accordance with “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 and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the Parent company Navro Group Limited together with all entities controlled by the Parent company (its subsidiaries) and the Group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.

As permitted by s408 of the Companies Act 2006, no separate profit and loss account or statement of comprehensive income is presented in respect of the parent company. The profit attributable to the Company is disclosed in the footnote to the Company's balance sheet.

For the year ending 31 December 2025 the following subsidiary of the Company was entitled to exemption from audit under s479A of the companies act relating to subsidiary companies. The guarantee is given by Navro Group Limited.

Navro Holdings Limited (company registration number: 14173676)

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue its operations for at least 12 months from the approval date of these financial statements.

Base case forecast

As 2026 represents the third full year of operations, the Directors have developed a base case forecast that includes:

• Global Customer and Revenue Growth: Anticipates steady growth in the customer base and revenue generation.

• Ongoing Product Investment: Plans for continuous investment in product development.

• Increased Staff and Operational Costs: Aligning with business expansion, the forecast accounts for an appropriate increase in staffing and other operational costs.

Considering the Group’s current financial resources, including the availability of an additional debt facility, the Directors are confident that the Group has sufficient funds to support ongoing investment in its operations for the period being considered by the management for going concern which is 12 months from the date of signing.

Downside scenario

The Directors have also evaluated a plausible downside scenario, which assumes:

• Lower than Expected Customer Growth: This could result from delays in achieving a fully operational platform or lower-than-expected customer demand.

• Reduced Investment: Although the Group would continue to invest in business growth and product development, the scale of investment would be reduced compared to the base case.

Management has considered scenarios like reduction in 30% of revenue and 10% of increase in cost. In the downside scenario, the Group would, if required, implement necessary adjustments to its operating model, such as reducing costs or deferring expenditures, to ensure that it continues to operate as a going concern.

Subsequent events and fundraising

Management completed a successful fundraising of £9.3m in May 2026. This recent capital raise demonstrates the Group’s capacity to secure additional funding when needed, further supporting the going concern assessment.

Directors' conclusion

Based on the base case forecast, the downside scenario analysis, and the successful recent fundraising, the Directors are confident that it is appropriate to prepare the financial statements on a going concern basis. They are satisfied that the Group has adequate financial resources and the flexibility to adapt its operations to maintain its financial health and support ongoing activities over the next 12 months.

Turnover relates to payouts, settlement and payment acceptance fees, platform fees and foreign exchange spread.

Fee-based income includes transaction fees, payment processing fees, and other usage-based charges contractually agreed with customers. Turnover is recognised at the point in time when the related transaction is processed and the service is completed.

Monthly platform fees represent fixed consideration for providing continuous access to the Group’s payment and e-money platform and/or safeguarding accounts. Turnover is recognised in the monthly service period, as the customer simultaneously receives and consumes the benefits of the service.

Foreign exchange spread represents the gross consideration charged to the customer for executing a foreign exchange transaction. Foreign exchange spread is recognised at a point in time, being when the foreign exchange transaction is executed and settlement is contractually confirmed.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill arising on the acquisition of subsidiary undertakings and business, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years. Provision is made for any impairment.

Amortisation charged in the year is reported within administrative expenses on the Profit and Loss Account.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Expenditure on research activities is recognised as an expense as incurred. Development expenditure directly attributable to the creation of internally generated intangible assets is capitalised when the asset is technically and commercially feasible, the Group has sufficient resources to complete development, and the expenditure can be measured reliably.

Capitalised development costs are amortised on a straight-line basis over their estimated useful economic lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

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

The development costs will commence amortisation when ready for use in accordance with FRS 102.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the profit and loss as described below.

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial assets

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

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. Ring-fenced accounts used to safeguard customer e-money balances are considered to be encumbered cash.

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities, like trade and other debtors and creditors, and loans from related parties.

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

Financial assets and liabilities are offset and 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.

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Equity instruments

Equity instruments issued by the Group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.

Investments

In the Company balance sheet, investments in subsidiaries and associates are measured at cost less impairment. For investments in subsidiaries acquired for consideration including the issue of shares qualifying for merger relief, cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

Convertible loan notes

The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. Convertible loan notes which do not meet the definition of a liability due to their terms containing no provision for repayment, no specified maturity date, and no interest, coupon, or other payment obligations, are accordingly classed as an Equity Instrument.

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

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference.

Deferred tax assets and liabilities are offset only if: a) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Research and development expenditure tax credits are recognised as income after submission to the HMRC and on the basis that it is probable that the claim will be settled by the HMRC.

The Group operates a defined contribution scheme. The amount charged to the profit and loss account in respect of pension costs and other retirement benefits is the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Certain employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for share options in equity instruments issued by Navro Group Limited (equity-settled transactions).

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the share options at the date of the grant. Non-market vesting conditions are only 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 equity instruments that eventually vest. The Company recognised equity-settled share-based payment transactions as an employee expense, with a corresponding increase in the share based payment reserve.

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.

The Group as lessee

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income

On consolidation, the results of overseas subsidiaries are translated at the average rates of exchange during the period and their balance sheets at the rates ruling at the balance sheet date. Exchange differences arising on translation of the opening net assets and results of overseas subsidiaries are reported in other comprehensive income and accumulated in equity.

Interest receivable

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

Interest payable

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so 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.

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions concerning 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.

In applying the Group's accounting policies, the directors have made the following judgements that have the most significant effect on the amounts recognised in the financial statements.

Revenue recognition – principal versus agent assessment

The Group has exercised judgement in determining whether it acts as principal or agent in arrangements with customers and third-party suppliers. In making this assessment, the directors considered the nature of the Group's contractual obligations, responsibility for fulfilling the services provided to customers, pricing discretion, exposure to inventory and credit risk, and whether the Group obtains control of the specified goods or services before they are transferred to the customer.

Based on this assessment, the directors consider if the Group acts as a principal or agent in the relevant arrangements and has recognised revenue accordingly. The directors believe that this treatment appropriately reflects the substance of the Group's contractual relationships and performance obligations.

Capitalisation of development costs

The Group capitalises development expenditure where the recognition criteria set out in FRS 102 are met. Significant judgement is required in assessing whether development costs are directly attributable to qualifying projects and whether the projects are technically feasible, commercially viable, and expected to generate probable future economic benefits.

In making this assessment, the directors considered the stage of development of the relevant projects, available technical resources, expected future revenues, and the likelihood of successful completion and commercial exploitation. Costs are capitalised only where the directors are satisfied that the recognition criteria have been met; otherwise, expenditure is recognised as incurred.

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible timing differences and tax loss carry-forwards can be utilised.

No deferred tax asset has been recognised at 31 December 2025 to the extent that it is not considered probable that a deferred tax asset would be recovered against future profits. The Group has not recognised deferred tax assets of £9,196,096 (2024: £5,107,763) in respect of losses amounting to £36,784,383 (2024: £20,431,050) that can be carried forward against future taxable income.

The Finance Act 2021, which was substantively enacted on 24 May 2021, included an increase to the UK Corporation Tax rate (effective from 1 April 2023) to 25% for companies with profits over £250,000 and continues to be 19% for companies with profits of £50,000 or less. Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate.

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

Their aggregate remuneration comprised:

Employee share based payment expense in the year was £644,510 (2024: £424,174).

No directors exercised their share options in the year.

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

The Group has taxable losses carried forward of £36,784,383 (2024: £20,431,050). No deferred tax asset has been recognised in respect of the losses carried forward.

Development costs comprise expenditure incurred in relation to the development and enhancement of the Group's payment and e-money platform.

The Group's hub went live in February 2026 and the initial build costs have been amortised from that date. Additional development costs were incurred in 2026 in relation to further projects. Once these assets become available for use, they will be amortised on a straight-line basis over their estimated useful economic lives.

Development expenditure is capitalised only when the directors are satisfied that the recognition criteria in FRS 102 have been met. In particular, the directors have assessed that:

• the projects are technically feasible and capable of completion;

• the Group has the intention and ability to complete and use the assets;

• the assets are expected to generate probable future economic benefits through the expansion and enhancement of the Group's service offering;

• adequate technical, financial and other resources are available to complete the projects; and

• the expenditure attributable to each project can be measured reliably.

Additions relate to equity settled share options schemes for employees of subsidiaries.

During the year, the Group (via its subsidiary, Navro Holdings Limited) acquired 100% of the ordinary share capital of Navro Payments Hong Kong Limited upon its incorporation for consideration of $300,000 USD.

Details of the Company's subsidiaries at 31 December 2025 are as follows:

* held indirectly

Amounts owed by group undertakings are repayable on demand and do not bear interest.

Included in group cash at bank and in hand is encumbered cash of £4,414,529 (2024: £nil). Encumbered cash relates to amounts in ringfenced accounts to safeguard client funds.

Client funds included within group other creditors at the year end amounted to £4,414,529 (2024: £nil).

Amounts owed to group undertakings are repayable on demand and do not bear interest.

The bank loan is secured by way of a fixed and floating charge over the assets of the Company.

The bank loan is secured by way of a fixed and floating charge over the assets of the Company.

The bank loan is secured by way of a fixed and floating charge over the assets of the Company.

No amounts are due after more than 5 years.

Total unpaid contributions at the year end are £40,252 (2024: £53,386).

Equity-settled share option schemes

The Group has a share option scheme for employees of the Group. The Group recognises and measures its allocation of the share-based payment expenses on a pro-rata basis.

Options are exercisable at a price equal to the estimated fair value of the Company's shares at the grant date. The vesting period is four years. Options are exercisable at the point of a liquidity event.

The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

The Group recognised total expenses of £644,510 (2024: £424,174) related to equity-settled share-based payment transactions as an employee expense, with a corresponding increase in other reserves.

Details of the share options outstanding during the year are as follows:

Convertible Loan Notes of of £3.9m relate to investments made as part of the May 2025 fundraise, which were pending approval from regulatory authorities at the year end. These Convertible Loan Notes are convertible into a fixed number of shares, subject to regulatory approval at the year end.

The agreement contains no provision for repayment, has no specified maturity date, and does not include any interest, coupon, or other payment obligations associated with these instruments. As a result, these instruments have been classified as an Equity Instrument at the year end.

During the year the Company issued 6,668,443 series B preferred shares of £0.0001 each with an aggregate nominal value of £667. Consideration of £12,101,895 was received in respect of this share allotment. In addition, 553,566 ordinary shares with a total nominal value of £55 were redesignated as series B preferred shares of the same value.

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

In January 2026, the convertible loan notes converted to shares and 2,130,632 Series B preferred shares were issued.

In Feburary 2026, the Group drew down a further £2m in debt funding.

In May 2026, the Company completed a £9.3m equity fundraise.

Key management personnel include all directors of the Group. Key management personnel compensation is equal to the directors remuneration detailed in note 7.

The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the Group.

The directors do not consider there to be a single ultimate controlling party.