ETZ Payments Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

ETZ Payments Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11998304 . The registered office is 963 Fulham Road, London, SW6 5JJ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

At 31 December 2025 the company had net assets of £2,349,904, of which ££3,356,903 comprises the investment and intercompany balances described in notes 5 and 6 which are carried as provisional. The directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements. The company is dependent on the continued support of its director, N Woodward, who has confirmed that the amount owed to him of £717,670 will not be called for repayment while the company has other creditors outstanding, and on the continued collection of its recurring subscription income. On that basis the directors consider it appropriate to prepare the financial statements on the going concern basis.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

25% Straight Line

2.5. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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ETZ Payments Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 8 (2024: 16)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2025	90,984

As at 31 December 2025	90,984

Depreciation
As at 1 January 2025	43,003
Provided during the period	27,601

As at 31 December 2025	70,604

Net Book Value
As at 31 December 2025	20,380

As at 1 January 2025	47,981

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ETZ Payments Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	12,360	60,759
Prepayments and accrued income	24,000	42,886
Other debtors	7,718	31,766
Amounts owed by related parties	1,226,399	3,874,230

	1,270,477	4,009,641

6. Current Asset Investments

	2025	2024
	£	£
Shares in subsidiaries	2,274,724	2,274,724
Short term deposits	3,290	4,190

	2,278,014	2,278,914

The investment balance has been carried forward at the amount reported in the Company’s audited financial statements for the year ended 31 December 2023.

The classification and carrying amount of the investment have been inherited from the prior-year audited financial statements. The underlying records and supporting information previously held by the Company’s former advisers have not yet been obtained. As a result, the balance has not been fully reconciled to the Company’s records.

The Company intends to undertake a reconciliation once the relevant records are obtained. This may result in a restatement of the investment balance.

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	-	61,163
Bank loans and overdrafts	5,505	15,766
Corporation tax	95,760	63,748
Other taxes and social security	-	3,279
VAT	24,417	86,513
Wages payable	-	2,251
Accruals and deferred income	113,498	343,417
Directors' loan accounts	717,670	805,130
Amounts owed to related parties	334,244	2,003,035

	1,291,094	3,384,302

8. Loans

An analysis of the maturity of loans is given below:

	2025	2024
	£	£
Amounts falling due within one year or on demand:
Bank loans	5,505	15,766

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ETZ Payments Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	1	1

10. Contingent Assets

The company has commenced or intimated proceedings against a number of customers for unpaid contractual fees. The directors consider these amounts recoverable and no provision has been made against them. Interest, costs and any further sums claimed have not been recognised and will be recognised when received.

11. Contingent Liabilities

There are no claims or proceedings against the company.

12. Exceptional Items

During the year the company recognised an exceptional net charge of £787,007 comprising:

(a) the release by Ajiil Human Capital Ltd and ETZ Technologies Limited, with effect from 31 December 2025, of intercompany balances of £1,991,620 and £11,415 recorded in the company as owed to them (credit £2,003,035); and

(b) the write-off of the intercompany balance of £2,790,042 recorded as due from ETZ Financial Services Ltd (charge £2,790,042).

The balances arose from recharges and write-off journals posted in prior years by the group's former advisers and officers without underlying agreements between the companies, and were not reflected in the counterparties' records. The directors have been unable to verify them and have dealt with them so that the balance sheet reflects a position the directors are able to support. All companies are under common control. No corporation tax arises on the releases or the write-off under the connected-company loan relationship rules. The circumstances in which the balances arose form part of the claims the group is pursuing against its former advisers and officers.

13. Year End Disclosure

A winding-up petition presented by HM Revenue & Customs in 2025 in respect of corporation tax was settled and withdrawn by court order on 22 September 2025.

Certain balances carried forward from the audited accounts for the year ended 31 December 2023 remain subject to reconciliation on receipt of the former advisers’ records and may be restated in a subsequent period.

Since the year end, the Company has pursued claims against former professional advisers, officers, employees and certain customers relating to accounting, tax and contractual matters. The outcome of these matters and any potential recovery cannot currently be reliably estimated, and no asset has been recognised.

The company has issued proceedings against a number of customers for unpaid fees and has served letters of claim on former advisers and former legal counsel of the group. From 1 October 2026 the company's standard terms were revised and its customer contracts are administered jointly with ETZ (SG) Pte Ltd, a company under common control. These are non-adjusting events.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		20,380		47,981

			20,380		47,981
CURRENT ASSETS
Debtors	5	1,270,477		4,009,641
Investments	6	2,278,014		2,278,914
Cash at bank and in hand		72,127		67,274

		3,620,618		6,355,829
Creditors: Amounts Falling Due Within One Year	7	(1,291,094 )		(3,384,302 )

NET CURRENT ASSETS (LIABILITIES)			2,329,524		2,971,527

TOTAL ASSETS LESS CURRENT LIABILITIES			2,349,904		3,019,508

NET ASSETS			2,349,904		3,019,508

CAPITAL AND RESERVES
Called up share capital	9		1		1
Profit and Loss Account			2,349,903		3,019,507

SHAREHOLDERS' FUNDS			2,349,904		3,019,508

Ms Ana Brooks Director	Mr Nicholas Woodward Director
05/10/2026