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

The company continued to provide money transfer services and undertake activities in financial markets during the year ended 31 December 2025.

Turnover increased to £785,363 from £351,675 in the previous year, reflecting a significant increase in the level of business activity. Net loss decreased to £350,933 from £5,281,478.

Administrative expenses decreased to £(474,824) from £793,765, principally as a result of favourable changes to foreign exchange rates.

After net finance revenue of £635,491 the company reported loss before taxation of £350,933 compared with £5,281,478 in the previous year.

The directors consider the company’s financial position at the year end to be satisfactory. Net assets decreased to £16,135,125 from £16,486,058, while cash at bank and in hand increased to £22,692,919 from £20,959,030.

As an FCA authorised Electronic Money Institution, the company continues to invest in its governance, operational infrastructure and regulatory framework to support the sustainable growth of its regulated activities.

The company’s activities expose it to a range of operational, financial and regulatory risks. The directors regularly review these risks and maintain an appropriate framework of governance, policies, procedures and internal controls designed to identify, monitor and manage them.

Regulatory and compliance risk

The company operates in the financial services sector and is therefore exposed to the risk of changes in applicable laws, regulations and regulatory expectations. Failure to comply with relevant requirements could result in financial penalties, restrictions on the company’s activities or reputational damage. The company seeks to manage this risk through established compliance policies, ongoing monitoring, staff training, independent oversight and external professional advice where appropriate.

Foreign exchange and market risk

As the company undertakes money transfer services and transactions involving financial markets, its results may be affected by movements in foreign exchange rates and other market conditions. The company manages this exposure through the monitoring of currency positions, transaction activity and relevant market developments.

Liquidity risk

Liquidity risk is the risk that the company may be unable to meet its financial obligations as they fall due. The company manages this risk by monitoring cash flows, maintaining sufficient liquid resources to meet operational requirements and safeguarding obligations, and regularly reviewing its liquidity position.

Operational and technology risk

The company is dependent on the effective operation of its systems, technology infrastructure and external service providers. A systems failure, cyber incident, processing error or interruption to third-party services could disrupt the company’s operations. The company seeks to mitigate these risks through appropriate systems, cyber security controls, business continuity and disaster recovery arrangements, ongoing monitoring and regular review of operational resilience.

Credit and counterparty risk

The company is exposed to the risk that customers, banking partners, financial institutions or other counterparties may fail to meet their obligations. The company manages this risk by monitoring balances and exposures and by conducting business with counterparties considered appropriate by management.

Reputational risk

The company’s ability to maintain the confidence of customers, counterparties and other stakeholders is important to its continuing success. Reputational damage may arise from service disruption, regulatory non-compliance, financial crime, data security incidents or other operational failures. The directors seek to mitigate this risk through appropriate internal controls and oversight.

Third party and outsourcing risk

The company relies on a number of third-party service providers to support its regulated activities. Failure or disruption affecting these providers could adversely impact the company’s operations. The company manages this risk through appropriate due diligence, contractual arrangements, ongoing monitoring and contingency planning.

The company experienced substantial increase in revenue and transaction activity during the year, reflecting increased customer activity.

The company generated positive operating cash flow during the year.

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The directors remain focused on maintaining the quality and reliability of the company’s services, strengthening operational resilience, maintaining appropriate regulatory and financial crime controls, managing costs effectively and supporting the sustainable development of the business.

The directors monitor a range of financial measures to assess the company’s performance and financial position. The principal key performance indicators include:

• Turnover and overall business activity

• Gross profit /(loss) and gross profit/(loss) margin

• Operating profit/(loss) and operating profit/(loss) margin

• Profit before taxation

• Cash generated from operating activities

• Cash held at bank and in hand

• Net assets and overall balance sheet strength

• Transaction volumes

• Regulatory capital adequacy, where applicable.

These indicators are reviewed against prior-year performance and the directors’ expectations in order to assess the company’s growth, profitability, liquidity and financial resilience.

In addition to financial performance, the directors place particular emphasis on maintaining a strong compliance culture and an effective system of internal controls.

The company monitors its compliance with applicable legal and regulatory requirements, the effectiveness of its anti-money laundering and financial crime procedures, the quality of customer due diligence, and the timely identification and escalation of unusual or higher risk activity.

The directors also review the operation of key internal controls, including transaction approval and monitoring processes, segregation of duties, reconciliations, access controls, management oversight and the prompt investigation and resolution of control exceptions.

The directors receive regular management information and compliance reporting to support oversight of the company’s financial performance, operational resilience and regulatory obligations.

These indicators assist the directors in assessing whether the company is operating in a controlled, compliant and responsible manner and whether its governance arrangements remain appropriate for the nature and scale of its activities.

In performing their duties during the year, the directors have acted in good faith to promote the success of the company for the benefit of its member, having regard to the matters set out in section 172(1) of the Companies Act 2006.

The directors have considered the long-term consequences of their decisions, the interests of employees, the company’s relationships with customers, suppliers and other business partners, the impact of the company’s activities on the community and environment, the importance of maintaining high standards of business conduct, and the need to act fairly between members.

Particular emphasis was placed on maintaining regulatory compliance, effective internal controls, financial resilience and sustainable business development.

On behalf of the board

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

The principal activity of the company continued to be that of a licensed e-money institution.

On 4 February 2026 the company changed its name to Nium Payments UK Limited.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

The company manages liquidity risk by monitoring cash flows and maintaining sufficient liquid resources to meet its operational requirements and regulatory obligations as they fall due.

The company is exposed to interest rate risk in respect of its cash deposits. The directors monitor interest rates and the company’s financing arrangements and consider the potential effect of changes in interest rates on the company’s financial position and performance.

The directors consider that the company’s financial risk-management arrangements are appropriate for the nature and scale of its activities.

The company undertakes transactions denominated in currencies other than pounds sterling and is therefore exposed to fluctuations in foreign exchange rates. The company manages this risk by monitoring its currency exposures, maintaining appropriate operational controls and, where considered necessary, limiting or offsetting open currency positions.

On 4 February 2026, the company's legal name was changed from Entropay Limited to Nium Payments UK Limited. This is a non-adjusting post balance sheet event and is disclosed in Note 16. No other material events have occurred since the balance sheet date.

Glazers were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Nium Payments UK Limited (formerly Entropay Limited) (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

1) Enquiries of management concerning the company's policies and procedures relating to:

• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance

• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and

• the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

2) Discussions among the engagement team regarding how and when fraud might occur in the financial statements and any potential indicators of fraud.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and United Kingdom Generally Accepted Accounting Practice.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or avoid a material penalty.

As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations.

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

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

• Enquiring of management concerning actual and potential litigation and claims.

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

• Reading minutes of meetings of those charged with governance and reviewing correspondence with relevant tax authorities; and

• In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgments made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We note that our audit is not primarily designed to detect non-compliance with laws and regulations and the directors and other management are responsible for such internal control as the directors and other management of the company determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to errors or fraud, including compliance with laws and regulations. Additionally, owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

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

Nium Payments UK Limited (formerly Entropay Limited) is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor, 52-54 Gracechurch, London, EC3V 0EH.

The company is authorised and regulated by the Financial Conduct Authority as an electronic money institution under the Electronic Money Regulations 2011.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The Company has incurred a loss of £350,933 for the year ended 31 December 2025 (2024: £5,281,478). The financial statements have been prepared on a going concern basis.

The Directors recognise that the Company is dependent on the continued financial support of its parent company, Nium Pte. Ltd., Singapore (the ultimate parent). The ultimate parent company has confirmed that it will continue to provide financial support to the Company for a period of at least twelve months from the date of approval of these financial statements. On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

Revenue is recognised when it is probable that the economic benefits will flow to the entity, the amount can be measured reliably, and the relevant performance conditions have been met.

Performance Bonus

Revenue from quarterly performance bonuses earned from card scheme providers and partners is recognised when the entity meets the agreed transaction volume targets and the amounts are confirmed by the card scheme providers and partners.

Platform Service Fees – Dormancy

Dormancy fees represent charges applied to end-user accounts that remain inactive for a defined period. These are recognised as revenue once the inactivity conditions set out in the platform’s terms have been met.

Breakage

Breakage income arises from unredeemed balances on prepaid instruments (e.g. cards) once the redemption period has expired. It is recognised in revenue when the likelihood of redemption becomes remote, based on contractual or regulatory provisions.

Service Revenue

Service revenue comprises income from specific development or incentive projects agreed with external partners. Revenue is recognised upon delivery of the agreed service and issuance of an invoice supported by contractual arrangements.

Interest Income

Interest income arises on average balances maintained in safeguarded and client funding accounts. It is calculated on a daily basis and recognised on an accrual basis in line with the effective interest earned during the period.

Cash and cash equivalents are basic financial assets and include cash in hand, safeguarded client bank accounts, collateral held with card networks, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. The safeguarded client bank accounts include an amount of relevant funds which are pending instructions and are held for the benefit of Mastercard.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

In the prior year, the Company recognised a provision of £2,033,530 in relation to the clawback of incentives

previously received from a card provider under a performance-linked agreement.

The average monthly number of persons (including directors) employed by the company during the year was Nil (2024: Nil).

The actual charge 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 company’s financial instruments comprise cash, receivables, payables and related-party balances, which are measured at amortised cost. The carrying amounts of short-term financial assets and liabilities approximate their fair values.

The company is exposed principally to credit, liquidity, foreign currency and interest-rate risks. Credit risk arises mainly from cash held with financial institutions and amounts receivable. Liquidity risk is managed by monitoring cash flows and maintaining sufficient liquid resources to meet liabilities as they fall due. Foreign currency exposures arising from the company’s activities are monitored and, where appropriate, limited or offset. Interest-rate risk arises principally from the company’s cash deposits.

The company is the representative member of a group registration for VAT purposes and accounts for VAT on behalf of the VAT group. The VAT balance recoverable from HM Revenue & Customs at the reporting date is £487,029 and is included within other debtors. VAT amounts attributable to other members of the VAT group are accounted for through inter-company balances.

Cash at bank and in hand of £22,692,919 (2024: £20,959,030 ) includes £17,653,343 (2024: £17,848,973 )

held in respect of customer balances in segregated bank accounts, an associated liability for which is included

within creditors.

Included within amounts due to group undertakings are amounts owed to clients of £17,653,343 (2024: £17,848,973 ) which related to the company's e-money and payment services business.

The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

The share premium represents the amount received on the issue of shares in excess of their par value.

On 29 September 2025 the company, jointly and severally with its parent Nium Pte. Ltd., guaranteed Nium Pte. Ltd.'s obligations under a US$10m capital access facility from Stellar Development Foundation. The guarantee is secured by fixed charges over the company's Visa UK receivables, designated bank accounts and other collateral. At 31 December 2025, the full amount available was drawn under the facility.

On 4 February 2026, following the balance sheet date of 31 December 2025, the company's legal name was changed from Entropay Limited to Nium Payments UK Limited. The change does not affect the substance of the company's operations, assets, liabilities or financial position as at 31 December 2025. The company continues to be regulated by the Financial Conduct Authority as an electronic money institution. The company is now operating under its new legal name, Nium Payments UK Limited (Company Registration Number 04072405).

On 7 July 2026 the facility, as disclosed in note 16 above, was increased to US$20m, and the security was extended to include a floating charge over all of the company's property and assets.

The company is a wholly-owned subsidiary of Nium UK Holdings Limited, a company incorporated in England and Wales. The ultimate parent undertaking is Nium Pte. Ltd, a company incorporated in Singapore.

The company has taken advantage of the exemption available under FRS102 Section 33.3A in relation to related party transactions with fellow group undertakings. Under the exemption, a subsidiary is not required to disclose transactions with it's parent or fellow subsidiaries where the subsidiary is wholly-owned (directly or indirectly) by a common parent.

These balances arise in the normal course of business and include intercompany funding arrangements and operational transactions within the group.

The immediate parent undertaking is Nium UK Holdings Limited, a company incorporated in England and Wales.

The ultimate parent and controlling party is Nium Pte. Ltd, a company incorporated and domiciled in Singapore. The group financial statements can be obtained from 16 Raffles Quay, #20-05 Hong Leong Building, Singapore (048581).