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 £1,591,689 from £589,055 in 2024, principally reflecting higher foreign exchange income on remittance transactions and card-related fees. Other operating income decreased to £474,803 from £1,423,339. Administrative expenses decreased to £6,632,085 from £7,685,595.

The company reported an operating loss of £4,565,593, compared with £5,673,201 in 2024. After interest income of £144,889, the loss before taxation was £4,420,704, compared with £5,664,149 in the previous year.

Net assets at 31 December 2025 were £5,165,630, compared with £5,827,945 at the previous year end. Cash at bank and in hand was £14,071,707, compared with £12,954,502 in 2024. This balance includes safeguarded customer funds and therefore does not wholly represent cash available to fund the company’s own operations.

The company issued £3,631,806 of ordinary shares during the year. The directors continue to monitor the company’s funding requirements and its reliance on financial support from the Nium group. Their assessment of going concern is set out in note 1.2 to the financial statements.

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 increase in turnover reflects higher activity in the company’s principal revenue streams. Although administrative expenditure decreased, the company remained loss making.

The company’s operating activities used net cash of £2,646,968 during the year (2024: £5,377,733). This outflow was funded by equity of £3,631,806 provided by the parent company, Nium Pte. Ltd. Cash at bank and in hand increased by £1,117,205 to £14,071,707, which includes funds safeguarded on behalf of customers.

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 financial and operational information to assess the company’s performance and financial position. The principal key performance indicators are:

• Turnover and overall business activity

• Gross profit and gross profit margin

• Operating profit and operating profit 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; and

• Safeguarding position.

These indicators are reviewed against prior year performance and the directors’ expectations to assess the company’s operational activity, financial performance, liquidity and regulatory position.

Other performance indicators

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.

In making decisions, the directors considered the company’s longer-term financial position, the interests of employees, 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.

Given the nature of the business and its financial performance, particular attention was given to maintaining regulatory compliance and safeguarding arrangements, supporting customers, managing operational risks and securing the financial resources needed for the company’s continued operations.

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 global payment platform, allowing customers to transfer funds safely, quickly and easily across nations. There is no significant change in the nature of these activities during the financial year.

The results for the year are set out on page 12.

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 its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The company uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

The company’s principal foreign currency exposures arise from trading with overseas companies. Company policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The parent company continues to provide financial support to the company and has invested in further equity in 2026.

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.

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.

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.

We have audited the financial statements of Nium Fintech Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, 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 member 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 member those matters we are required to state to the member 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 member, 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.

The notes on pages 17 to 31 form part of these financial statements.

The notes on pages 17 to 31 form part of these financial statements.

The notes on pages 17 to 31 form part of these financial statements.

Nium Fintech 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.

The Company has incurred a loss of £4,420,704 for the year ended 31 December 2025 (2024: £5,664,149). 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 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.

During the year, the Company issued shares amounting to £3,631,806 (2024: £6,106,616), fully subscribed and paid by the shareholder, further demonstrating their support.

Revenue represents income arising from the Company’s principal activities, which include the provision of real-time cross-border payment solutions, card issuing services, and related financial infrastructure support.

Revenue is recognised when it is probable that economic benefits will flow to the Company, and the amount can be measured reliably, in accordance with the substance of the transaction.

Revenue is measured at the fair value of the consideration received or receivable, excluding VAT and discounts.

Revenue is recognised as follows:

Transaction fees for cross-border payments are recognised at the point the service is rendered — i.e. when the transaction is executed on behalf of the customer.

Card issuance fees are recognised when the card is issued or activated, depending on the contractual terms. Recurring platform fees and infrastructure services are recognised on a straight-line basis over the period in which the service is provided.

One-time setup or onboarding fees, if applicable, are recognised when the associated performance obligations are satisfied.

Where services are invoiced in advance or in arrears, revenue is accrued or deferred accordingly to reflect performance under the contract as at the reporting date.

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 credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

This includes client money held in trust, which is maintained in a designated separate bank account to distinguish it from the Company’s operating funds. Although the Company retains control over this account, it acknowledges the fiduciary nature of such balances.

The Company ensures that client monies are not co-mingled with its own working capital and are held in accordance with relevant regulatory or contractual obligations.

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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

The 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 net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Certain employees of the company take part in an equity-settled share option scheme operated by the company’s parent, Nium Pte. Ltd. Under the scheme, employees are granted options over ordinary shares in Nium Pte. Ltd. The company has no obligation to settle the awards, so they are accounted for as equity-settled share-based payments in these financial statements.

The fair value of the options is measured at the date of grant using the Black-Scholes option pricing model, taking into account the terms and conditions on which the options were granted. The company recognises its share of the group share-based payment charge as an expense, allocated by reference to the options held by its employees. The expense is recognised on a straight-line basis over the vesting period, based on the company’s estimate of the number of options that will eventually vest. The corresponding credit is recognised in other reserves as a capital contribution from Nium Pte. Ltd.

At each reporting date, the company revises its estimate of the number of options expected to vest as a result of non-market vesting conditions, such as continued employment. The effect of any revision is recognised in profit or loss, with a corresponding adjustment to other reserves.

Where Nium Pte. Ltd. recharges the cost of the awards to the company, the recharge is recognised as a deduction from other reserves to the extent of the capital contribution previously recognised for those awards. Any excess is treated as a distribution.

When the terms and conditions of equity-settled share-based payments are modified after grant, the fair value of the award under the original terms and under the modified terms are both measured at the date of modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period, in addition to the grant date fair value of the original award. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements, including those resulting from employee redundancies, are treated as an acceleration of vesting. The amount that would otherwise have been recognised over the remaining vesting period is recognised immediately.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

Other Operating Income

Other operating income comprises management income earned for services provided by the Company to other entities within the Nium Group.

These services include:

Compliance and regulatory oversight, Technology and infrastructure support, Treasury and liquidity management and Executive and administrative functions.

The transfer pricing agreement governing these transactions is reviewed periodically to ensure continued compliance with applicable regulations.

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.

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

Judgement is required in determining the timing of revenue recognition for various income streams, including cross-border payments, card services, and infrastructure support. Where fees are based on customer usage or are earned over time, management assesses the performance obligations under the contract to determine the appropriate revenue recognition pattern.

The Company provides management, compliance, and treasury support to other group entities. Estimates are required in allocating costs and applying a mark-up under the cost-plus transfer pricing model. Judgement is also applied in ensuring these charges reflect arm’s-length principles in accordance with applicable tax regulations.

The Company holds significant receivables from related parties. Judgement is applied in assessing the recoverability of these balances based on the financial position and support capacity of the counterparties. Intra-group cash flow support and group-level guarantees may be considered as part of this assessment.

Judgement is applied in the classification and presentation of client funds, including determining whether they meet the definition of cash and cash equivalents, and in ensuring appropriate segregation and safeguarding in line with FCA regulations.

The Company’s going concern assessment considers expected cash flows, group support, and access to capital. Judgement is required in evaluating whether there is a material uncertainty over the Company’s ability to continue as a going concern for at least twelve months from the date of approval of the financial statements.

Share based payments

The charge for equity settled awards over shares in the company is based on grant date fair values determined by the company using an option pricing model, and on estimates of the number of awards expected to vest.

The company recognises a charge for options over ordinary shares in its parent, Nium Pte. Ltd., granted to its employees. The charge is based on the fair value of the options at the date of grant, which was determined by an independent third-party valuer using the Black-Scholes option pricing model.

As the shares of Nium Pte. Ltd. are not publicly traded, the fair value of the underlying shares at each grant date is estimated. The starting point is the price paid in the most recent external funding round, adjusted for subsequent movements in the valuation multiples of comparable listed companies. That value is allocated across the classes of shares in issue using an option pricing method and reduced by a discount for lack of marketability.

The other key assumptions used in the model are:

expected volatility, derived from the historical share price volatility of comparable listed payments companies;

the expected life of the options, based on management’s estimate of the time to a liquidity event rather than the contractual life of ten years;

the risk-free interest rate, based on US government bond yields for a term matching the expected life; and

a dividend yield of nil.

The charge also depends on management’s estimate of the number of options that will vest, which is reviewed at each reporting date. The share-based payment charge recognised in the year was £126,583 (2024: £nil).

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

Their aggregate remuneration comprised:

The number of directors who exercised share options during the year was 0 (2024 - 0).

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:

No provision for corporation tax has been made in the financial statements for the year ended 31 December 2025 (2024: £nil) as the Company incurred losses in both the current and prior years.

As the Company has no taxable profits for the period, no current tax charge arises. The accumulated tax losses may be available to offset against future taxable profits, subject to agreement with HMRC.

The company’s financial instruments comprise cash, receivables, payables, related-party balances and borrowings, 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 variable-rate borrowing.

The company is a member of a group registration for VAT purposes, for which Nium Payments UK Limited is the representative member. The company's VAT transactions are accounted for through the representative member and amounts due to or from the representative member in respect of VAT are included within amounts owed to or by group undertakings.

Under the provisions of the Value Added Tax Act 1994, the company is jointly and severally liable with the other members of the VAT group for any VAT liabilities arising during its period of membership.

Cash and cash equivalents comprise cash at bank and in hand, including balances held in current accounts and short-term deposits with original maturities of three months or less.

As at the reporting date, cash and cash equivalents include client money held in trust, which is maintained in a designated separate bank account in accordance with regulatory requirements. While the Company retains control over this account, it acknowledges the fiduciary nature of such balances and ensures that client funds are not co-mingled with operational cash.

As at 31 December 2025, cash at bank and in hand of £14,071,707 (2024 £12,954,502), includes client money held in trust amounting to £9,290,559 (2024 £11,169,198).

These balances are safeguarded in accordance with the Company’s obligations as an FCA authorised firm under applicable client money regulations.

Cash and cash equivalents as at 31 December 2025 of £14,071,707 (2024 - £12,954,502) includes £9,290,559 (2024 - £11,169,198) held in respect of customer balances in segregated bank accounts, the corresponding customer liability is included within other creditors. The corresponding customer liability of £9,290,559 (2024 - £0) is offset by a customer advance of £2,329,393 included within other creditors.

These balances are safeguarded in accordance with the Company’s obligations as an FCA-authorised firm under applicable client money regulations.

The following are the major deferred tax liabilities and assets recognised by the Company:

The deferred tax liability arises in respect of accelerated capital allowances and is expected to reverse within 12 months, as the corresponding timing differences are expected to unwind during the same period.

Unrecognised deferred tax asset

At 31 December 2025, the company had unused tax losses, therefore no deferred tax asset has been recognised in respect of these losses as there is currently insufficient evidence that future taxable profits will be available against which the losses can be utilised. The asset will be recognised once recovery becomes probable.

No deferred tax asset has been recognised in respect of the future tax deduction available on the exercise of share options by the Company’s employees, as there is currently insufficient evidence that suitable taxable profits will be available against which the deduction could be utilised.

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

Employees of the Company participate in a share option scheme operated by the parent Company, Nium Pte. Ltd. Options vest over four years, subject to continued employment, have a maximum term of ten years and are settled in shares of Nium Pte. Ltd. The fair value of options is measured using the Black-Scholes model, which is appropriate because the options have no market price and no dividends are expected. The Company’s charge is an allocation of the group charge, based on the options held by its employees. In August 2024, certain options were repriced to an exercise price of US$239.79. The incremental fair value arising is recognised over the remaining vesting period.

During the year the Company issued 3,631,806 (2024: 6,106,616) ordinary shares at par value which have been fully paid for.

Other reserves represent capital contributions from Nium Pte. Ltd. in respect of equity-settled share-based-payment awards granted to employees of the Company over shares in Nium Pte. Ltd.

Profit and loss reserves

Cumulative profits and losses of the Company net of distributions.

Since the balance sheet date, Nium Pte. Ltd., the company’s parent, has continued to provide financial support to the company. Up to the date of approval of these financial statements, Nium Pte. Ltd. has subscribed for a further 1,685,813 ordinary shares of £1 each at par, for cash consideration of £1,685,813.

This is a non-adjusting event. Accordingly, no adjustment has been made in these financial statements.

Rentals payable under operating leases are charged to the profit and loss account on a straight-line basis over the lease term. Lease incentives are recognised as a reduction of rental expense over the lease term.

The company recognised operating lease expenses of £nil during the year (2024: £57,565).

At the reporting date, the Company had no future minimum lease payments under non-cancellable operating leases (2024: £nil).

The company is a wholly owned subsidiary of Nium Pte. Ltd. which prepares consolidated accounts. Accordingly, the company has taken advantage of the exemption allowed by section 33.1A of FRS 102 from disclosing transactions with fellow wholly owned subsidiaries of Nium Pte. Ltd.

The immediate parent Company is Nium Pte. Ltd., a Company incorporated in Singapore.

The ultimate parent and controlling party is Nium Pte. Ltd., which is also incorporated and registered in Singapore. The smallest and largest group in which the results of Nium Fintech Limited are consolidated is headed by Nium Pte. Ltd.

Consolidated financial statements for Nium Pte. Ltd. can be obtained from its registered office: Nium Pte. Ltd. 168 Robinson Road, #08-01 Capital Tower Singapore 068912.