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Registered number: 15756434









PLIANT PAYMENTS LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
PLIANT PAYMENTS LIMITED
 
 
COMPANY INFORMATION


Directors
N S Behal 
M J Rau (appointed 4 April 2025)
A Pfutze (appointed 4 April 2025)
K W Y Ko (appointed 15 September 2025)
P G Harrald (appointed 15 September 2025)




Registered number
15756434



Registered office
8 Bishopsgate
Huckletree

Level 2

London

EC2N 4BQ




Independent auditors
Ecovis Wingrave Yeats LLP
Chartered Accountants and Statutory Auditor

3rd Floor, Waverley House

7-12 Noel Street

London

W1F 8GQ





 
PLIANT PAYMENTS LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Profit and Loss Account
7
Balance Sheet
8
Statement of Changes in Equity
9
Statement of Cash Flows
10
Analysis of Net Debt
11
Notes to the Financial Statements
12 - 25


 
PLIANT PAYMENTS 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.
Principal activity
The Company operates as part of the broader Pliant Group, a fintech company focused on delivering flexible, digital-first credit and payment infrastructure to businesses.
 
Directors

The directors who served during the year were:

N S Behal 
M J Rau (appointed 4 April 2025)
A Pfutze (appointed 4 April 2025)
K W Y Ko (appointed 15 September 2025)
P G Harrald (appointed 15 September 2025)
P T Grainger (resigned 30 June 2026)

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 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 of the profit or loss of the Company for that year.

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


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

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

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

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

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Page 1

 
PLIANT PAYMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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'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's auditors are aware of that information.

Auditors

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

Post balance sheet events

On 27 April 2026 the intercompany loan repayment date was extended from 31 December 2025 to 31 December 2031.

Strategic Report Exemption

The directors have elected not to prepare a Strategic Report for the year ended 2025 in accordance with section 414A of the Companies Act 2006, as the company is entitled to the exemption available to small companies.

This report was approved by the board on 18 September 2026 and signed on its behalf.
 





K W Y Ko
Director

Page 2

 
PLIANT PAYMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLIANT PAYMENTS LIMITED
 

Opinion


We have audited the financial statements of Pliant Payments Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, the 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 Company's affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 3

 
PLIANT PAYMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLIANT PAYMENTS 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
 


 

 
Page 4

 
PLIANT PAYMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLIANT PAYMENTS 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 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:
∙We considered our general commercial and sector experience and held discussions with management to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements.
∙We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework (FRS 102) and the relevant tax compliance regulations in the jurisdictions in which the Company operates. We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙The Company is subject to a number of other laws and regulations where consequences of non-compliance could have a material effect on the financial statements, for example imposition of fines/litigation.
∙In addition, there are other significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to data protection, fraud, bribery and corruption. For these laws and regulations, the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals, and conducted interviews to understand where they considered there was susceptibility to fraud. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to areas of estimate and judgement in the financial statements.
∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed included:
°Identifying and testing journal entries

There are inherent limitations of an audit. There is a higher risk that irregularities, including fraud, will not be detected during the audit as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The primary responsibility for the prevention and detection of non-compliance with all laws and regulations and fraud lies with both those charged with governance of the entity and management.

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.


Page 5

 
PLIANT PAYMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLIANT PAYMENTS LIMITED (CONTINUED)


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.





Sally Casson (Senior Statutory Auditor)
  
for and on behalf of
Ecovis Wingrave Yeats LLP
 
Chartered Accountants and Statutory Auditor
  
3rd Floor, Waverley House
7-12 Noel Street
London
W1F 8GQ

21 September 2026
Page 6

 
PLIANT PAYMENTS LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

Year ended 31 December 2025
Period ended 31 December 2024
Note
£
£

  

Administrative expenses
  
(1,801,251)
(234,035)

Operating loss
 4 
(1,801,251)
(234,035)

Interest receivable and similar income
 8 
23
-

Interest payable and similar expenses
 9 
(55,621)
(1,827)

Loss before tax
  
(1,856,849)
(235,862)

Tax on loss
 10 
-
-

Loss for the financial year
  
(1,856,849)
(235,862)

There was no other comprehensive income for 2025 (2024 - £Nil).

The notes on pages 12 to 25 form part of these financial statements. 
Page 7

 
PLIANT PAYMENTS LIMITED
REGISTERED NUMBER: 15756434

BALANCE SHEET
AS AT 31 DECEMBER 2025

Year ended 31 December 2025
Period ended 31 December 2024
Note
£
£

Fixed assets
  

Tangible assets
 11 
18,504
363

  
18,504
363

Current assets
  

Debtors: amounts falling due within one year
 12 
114,172
60,286

Cash at bank and in hand
  
342,949
-

  
457,121
60,286

Creditors: amounts falling due within one year
 13 
(1,573,674)
(295,511)

  

Net liabilities
  
(1,098,049)
(234,862)


Capital and reserves
  

Called up share capital 
 14 
953,160
1,000

Capital Contribution
  
41,502
-

Profit and loss account
  
(2,092,711)
(235,862)

  
(1,098,049)
(234,862)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2026.




K W Y Ko
Director

The notes on pages 12 to 25 form part of these financial statements.
Page 8

 
PLIANT PAYMENTS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Capital contribution
Profit and loss account
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(235,862)
(235,862)
Total comprehensive income for the period
-
-
(235,862)
(235,862)


Contributions by and distributions to owners

Shares issued during the period
1,000
-
-
1,000



At 1 January 2025
1,000
-
(235,862)
(234,862)


Comprehensive income for the year

Loss for the year
-
-
(1,856,849)
(1,856,849)
Total comprehensive income for the year
-
-
(1,856,849)
(1,856,849)


Contributions by and distributions to owners

Shares issued during the year
952,160
-
-
952,160

Capital contribution
-
41,502
-
41,502


Total transactions with owners
952,160
41,502
-
993,662


At 31 December 2025
953,160
41,502
(2,092,711)
(1,098,049)


The notes on pages 12 to 25 form part of these financial statements.

Page 9

 
PLIANT PAYMENTS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

Year ended 31 December 2025
£

Cash flows from operating activities

Loss for the financial year
(1,856,849)

Adjustments for:

Depreciation of tangible assets
2,483

Loss on disposal of tangible assets
1,341

Interest paid
55,621

Interest received
(23)

(Increase) in debtors
(53,886)

Increase in creditors
112,093

Non-cash share-based payment expense
41,502

Net cash generated used in operating activities

(1,697,718)


Cash flows from investing activities

Purchase of tangible fixed assets
(21,965)

Interest received
23

Net cash used in investing activities

(21,942)

Cash flows from financing activities

Issue of ordinary shares
432,800

New loans from group companies
1,166,070

Interest paid
(55,621)

Share issue from convertible loan
519,360

Net cash generated from financing activities
2,062,609

Net increase in cash and cash equivalents
342,949

Cash and cash equivalents at the end of year
342,949


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
342,949

342,949


The notes on pages 12 to 25 form part of these financial statements.

Page 10

 
PLIANT PAYMENTS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
Other non-cash changes
At 31 December 2025
£

£

£

£

Cash at bank and in hand

-

342,949

-

342,949

Debt due within 1 year

(241,596)

(1,081,393)

(29,056)

(1,352,045)


(241,596)
(738,444)
(29,056)
(1,009,096)

The notes on pages 12 to 25 form part of these financial statements.

Page 11

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Pliant Payments Limited is a private company, limited by shares, incorporated and registered in England and Wales, registration number 15756434. The registered office is 8 Bishopsgate, Huckletree, Level 2, London, EC2N 4BQ.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

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.

Page 12

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The Company is part of the Pliant group, a growth-stage financial technology group that continues to invest in product development, technology infrastructure and international expansion. As a result, certain group entities continue to incur operating losses whilst scaling their operations and customer base.
The Company has historically relied on financial support from the wider group and is expected to continue doing so for the foreseeable future. In assessing the appropriateness of the going concern basis of preparation, the directors have considered the Company's forecast cash requirements together with the financial resources available to the wider group. The directors have reviewed group cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts indicate that the group will have sufficient financial resources to continue its operations and to provide support to the Company as required during this period. 
In preparing these forecasts, the directors have considered the group's existing cash resources, available financing arrangements and ongoing capital management activities. The group is also progressing a further equity fundraising, for which a signed term sheet has been entered into with a lead investor. 
The directors have obtained confirmation from the Company's parent undertaking that it will provide such financial support as may be required to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.
Having considered the matters set out above, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. 

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Interest income

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

 
2.6

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.

Page 13

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.8

Share-based payments

The Company operates a share appreciation rights arrangement for certain employees. The rights track the value of shares in the Company’s parent undertaking and are settled in cash by the parent undertaking when there is an exit event.
As the parent undertaking has the obligation to settle the awards, the arrangement is accounted for by the Company as an equity-settled share-based payment. The fair value of the employee services received is recognised as an expense over the applicable vesting period, with a corresponding credit recognised as a capital contribution from the parent undertaking.
The fair value of the awards is measured at the grant date using the Black-Scholes option pricing model because neither an observable market price nor sufficiently comparable observable market data is available.
Service and other non-market vesting conditions are not included in the grant-date fair value of an award. Instead, they are reflected in the number of awards expected to vest. The estimate is revised when subsequent information indicates that the number expected to vest has changed and is adjusted at the vesting date to reflect the awards that ultimately vest.

 
2.9

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:

Computer equipment
-
33%

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.

Page 14

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.10

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.

 
2.11

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 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 Company's cash management.

 
2.12

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.
Page 15

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.



Page 16

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Deferred tax asset 
 
Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted. 
 
To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised. 
 
The Company has not recorded a deferred tax asset due to the uncertainty as to whether and when future taxable profits will arise.

Share-based payment arrangements

The Company has granted share appreciation rights to certain employees which track the value of shares in its parent undertaking. Although the awards will ultimately be settled in cash, the contractual obligation to make the payment rests with the parent undertaking. The directors have therefore judged that the arrangement should be accounted for by the Company as an equity-settled share-based payment, with the corresponding credit recognised as a capital contribution from the parent undertaking.
As neither an observable market price nor sufficiently comparable observable market data is available, the grant-date fair value of the awards has been estimated using the Black-Scholes option pricing model. The significant assumptions include a share price of £550, expected volatility of 55%, an expected life of three years, a risk-free interest rate of 4.25% and a nil dividend yield. The valuation is sensitive to changes in these assumptions. The directors also estimate the number of awards expected to vest by reference to the applicable service and performance conditions. The expense recognised during the year was £41,502.
 
Bonus accrual

Management has exercised judgement in determining that no bonus accrual should be recognised at the period end. The Company operates discretionary annual bonus arrangements, with any amounts payable subject to management discretion and final approval after the reporting date. Management has concluded that there is no present legal or constructive obligation at the balance sheet date, as no fixed bonus entitlement exists, no minimum payout is guaranteed, and no bonus outcomes are communicated to employees before year end. In addition, the amount payable cannot be reliably estimated at the reporting date, as final bonus decisions are based on management assessment of company performance, individual performance and other qualitative factors after the year end. On this basis, management has concluded that the recognition criteria for a liability under FRS 102 Section 28 are not met.

Page 17

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


Operating loss

The operating loss is stated after charging:

Year ended 31 December 2025
Period ended 31 December 2024
£
£

Exchange differences
29,056
2,821

Rent expense
125,994
6,755

Depreciation
2,483
39


5.


Employees

The average monthly number of employees, including directors, during the year was 11 (2024 -3). 


Staff costs, including directors' remuneration, were as follows:


Year ended 31 December 2025
Period ended 31 December 2024
£
£

Wages and salaries
1,124,761
125,823

Social security costs
134,879
10,335

Share-based payments charge
41,502
-

Cost of defined contribution scheme
21,196
1,883

1,322,338
138,041


Page 18

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Directors' remuneration

Year ended 31 December 2025
Period ended 31 December 2024
£
£

Directors' emoluments
336,391
59,167

Share-based payments charge
41,400
-

Company contributions to defined contribution pension schemes
7,933
1,000

Directors compensation and 3rd party payments
130,000
25,000

515,724
85,167


The highest paid director received remuneration of £181,250 (2024 - £55,769).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,250 (2024 - £1,000).

During the year retirement benefits were accruing to three (2024 - one) directors in respect of defined contribution pension schemes.
Included in directors' emoluments above, are directors' fees of £130,000 (
2024 - £25,000) paid to a third party for the services of a statutory director (2024: two statutory directors).

The total compensation of key management personnel, comprising the directors and senior management of the company, during the year was £666,462 (2024 - £85,167).


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


Year ended 31 December 2025
Period ended 31 December 2024
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
18,500
15,000

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
2,700
2,900

Other non-audit services
24,270
9,695

Page 19

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Interest receivable

Year ended 31 December 2025
Period ended 31 December 2024
£
£


Other interest receivable
23
-

23
-


9.


Interest payable and similar expenses

Year ended 31 December 2025
Period ended 31 December 2024
£
£


Interest on loans from group undertakings
55,621
1,827

55,621
1,827

10.


Taxation


Year ended 31 December 2025
Period ended 31 December 2024
£
£



Current tax on profits for the year
-
-


-
-

Page 20

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
10.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

Year ended 31 December 2025
Period ended 31 December 2024
£
£


Loss on ordinary activities before tax
(1,856,849)
(235,862)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(464,212)
(58,966)

Effects of:


Expenses not deductible for tax purposes
378
-

Movement in deferred tax not recognised
463,834
58,966

Total tax charge for the year/period
-
-


Factors that may affect future tax charges


The Company has carried forward trading losses of £2,045,147 (2024 - £227,722) available to offset against future trading profits. 

Page 21

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Tangible fixed assets


Computer equipment

£



Cost or valuation


At 1 January 2025
402


Additions
21,965


Disposals
(1,627)



At 31 December 2025

20,740



Depreciation


At 1 January 2025
39


Charge for the year on owned assets
2,483


Disposals
(286)



At 31 December 2025

2,236



Net book value



At 31 December 2025
18,504



At 31 December 2024
363

Page 22

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Debtors

Year ended 31 December 2025
Period ended 31 December 2024
£
£


Other debtors
105,844
57,144

Prepayments and accrued income
8,328
3,142

114,172
60,286




13.


Creditors: Amounts falling due within one year

Year ended 31 December 2025
Period ended 31 December 2024
£
£

Trade creditors
14,492
11,154

Amounts owed to group undertakings
1,407,666
241,596

Other taxation and social security
83,039
12,908

Other creditors
12,483
3,767

Accruals and deferred income
55,994
26,086

1,573,674
295,511


Amounts owed to group undertakings are unsecured, accrue interest at 10% per annum, and are repayable in full on  31 December 2025. Following the year-end, the repayment date was extended to 31 December 2031.

Included within trade creditors is an amount of £12,000 (2024 - £8,160) owed to a Company with common directors who are not considered to be a related party.

Page 23

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Share capital

Year ended 31 December 2025
Period ended 31 December 2024
£
£
Allotted, called up and fully paid



953,160 (2024 - 1,000) Ordinary shares of £1.00 each
953,160
1,000

During the year, 952,160 ordinary shares with a nominal value of £1.00 each were issued and fully paid at par.
The shares have attached to them full rights regarding voting, payment of dividends and distributions. 



15.


Share-based payments

During the year, the Company granted share appreciation rights to certain employees. The awards track shares in the parent undertaking and entitle participating employees to a future cash payment by the parent undertaking, dependent on the relevant share value at the end of the vesting period. For most participating employees, 75% of the awards vest over the relevant service period and 25% are conditional upon an exit event. The awards were granted at different dates and at a range of exercise prices.
The total expense recognised in respect of share-based payments during the year was £41,502, with a corresponding capital contribution recognised in equity.
The fair value of the awards was estimated using the Black-Scholes option pricing model. The principal inputs and assumptions used include a share price of £550, expected volatility of 55%, an expected life of three years, a risk-free interest rate of 4.25% and a nil dividend yield. The share price reflects management's estimate of the underlying value of the parent undertaking's shares adjusted to reflect the illiquidity of the private company shares.
The awards are subject to a standard vesting period of 48 months. For most participating employees, 75% of the awards are subject to service-based vesting conditions and 25% are conditional upon the occurrence of a liquidity or exit event.
At 1 January 2025, 56 share appreciation rights were outstanding. During the year, the Company granted a further 1,184 rights. No rights lapsed, were forfeited, exercised or settled during the year. Accordingly, 1,240 rights were outstanding at 31 December 2025, none of which were exercisable at the year end date.
The exercise prices of awards outstanding at 31 December 2025 ranged from EUR 1 to EUR 2,776.79, with a weighted average exercise price of EUR 98.48 per award. The weighted average exercise price of awards granted during the year was EUR 88.94 per award.

Page 24

 
PLIANT PAYMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £21,196 (2024 - £1,883). Contributions totaling £12,483 (2024 - £3,767) were payable to the fund at the balance sheet date and are included in creditors.


17.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following years:

Year ended 31 December 2025
Period ended 31 December 2024
£
£


Not later than 1 year
40,320
4,980

40,320
4,980


18.


Related party transactions

The Company has taken the exemption under FRS 102, Section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions entered into between two or more wholly owned members of a group.


19.


Post balance sheet events

On 27 April 2026 the intercompany loan repayment date was extended from 31 December 2025 to 31 December 2031. 

20.


Controlling party

The immediate and ultimate parent company is Pliant GmbH, a company incorporated in Germany, who does not produce consolidated financial statements available for public use.
There is no deemed ultimate controlling party. 
 
Page 25