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Registered number: 10588132












FREEDOMPAY WORLD EUROPE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

 

FREEDOMPAY WORLD EUROPE LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditor's report
 
7 - 10
Profit and loss account
 
11
Balance sheet
 
12
Statement of changes in equity
 
13
Statement of cash flows
 
14
Notes to the financial statements
 
15 - 27


 

FREEDOMPAY WORLD EUROPE LIMITED
 
COMPANY INFORMATION


Directors
P W Baskowsky 
T E Durovsik 
N F Halbe 
A T Hammond 




Company secretary
CSC CLS (UK) Limited



Registered number
10588132



Registered office
16 Great Queen Street
Covent Garden

London

WC2B 5AH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

FREEDOMPAY WORLD EUROPE LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present their strategic report on the company for the year ended 31 December 2025.

Principal activity

FreedomPay World Europe Limited (“the company”) is a wholly owned subsidiary of its ultimate and immediate parent company, FreedomPay, Inc., a company incorporated in the United States of America. FreedomPay, Inc. and its subsidiaries operate together as the “FreedomPay” group.

FreedomPay provides customers with an advanced, secure and unified commerce platform. Accessible, fully integrated, omni-channel and capable of handling volumes of any scale; FreedomPay’s patented secure switching streamlines processes and transactions while dramatically reducing compliance scope by leveraging solutions which are PCI-P2PE, GDPR and PSD2-SCA compliant. These world-class solutions enable businesses to gain a strategic edge; optimising performance, engagement and security whilst simultaneously remaining omnichannel ready. The platform is designed to serve businesses of all sizes; capable of handling the needs of enterprise-level merchants with complex, multi-regional businesses and a nexus of requirements, facilitating seamless transactions and real-time data insights.

FreedomPay also offers a wide range of device and hardware manufacturers featuring the latest functionality to suit the requirements of different businesses and industries. Using FreedomPay provides choice to merchants, evidenced by both its platform and hardware flexibility.  

Business review
 
During the financial year, the company continued to strengthen its position as a leading provider of commerce enablement technology within the United Kingdom. Growth was driven by an increasing demand for secure, scalable and omnichannel payment solutions, as well as continued digital transformation across the retail and hospitality sectors. 

Platform Enhancements:
Continued deployment of improved analytics tools for enhanced business intelligence and real-time decision making. 

Strategic Partnerships:
Continued to strengthen relationships with global acquirers, POS systems and payment device manufacturers to offer fully integrated commerce solutions.

Profit and Loss Account:
Turnover for the year ended 31 December 2025 increased to £22.7m compared with £14.3m in the prior year supported by new client acquisitions and FreedomPay expanding its services across the estate of existing customers. The company has a strong sales order pipeline for the next financial year. 

In line with the company’s strategic business plan the company recognised an operating profit of £0.7m in the year (2024: operating loss of £2.3m). The operating loss incurred in the last financial year reflects the company’s ongoing investment in people and infrastructure. The operating profit for the current financial year is supported through intercompany service income of £2.7m. 

 
Page 2

 

FREEDOMPAY WORLD EUROPE LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Business review (continued)

Balance Sheet:
Excluding intragroup balances, the company has net current assets of £3.1m (2024: £4.8m). Within the year, on 1 May 2025, the parent undertaking capitalised £15.2m of amounts owed by the company. The group continues to support the company where required. 

Future developments 

FreedomPay World Europe Limited is well-positioned to capitalise on continued growth of the payments sector. While macroeconomic and regulatory uncertainties remain, the company’s strong client base, innovative platform, and continued focus on enhancing its technology, operational capabilities and market presence provide confidence in its ability to deliver long-term value.

The company’s long term growth strategy is underpinned by continued innovation by the FreedomPay group; maintaining a customer-centric delivery and the further development of scalable infrastructure.

Platform & Solution Development
FreedomPay aims to develop its array of integrations through continued innovation and technological advancement. FreedomPay remains focused on continuing to improve operational efficiency and committed to making investments towards innovative solutions in order to sustain its long-term competitive advantage.

Expansion into new markets
FreedomPay aims to continue to grow and further penetrate new and existing industries, alongside further ecommerce connectivity.

Principal risks and uncertainties
 
Credit Risk
Credit risk arises from cash and cash equivalents with banks and financial institutions as well as the potential failure of a customer to meet its obligation to settle outstanding amounts. The company’s credit risk exposure is managed in accordance with group credit policies, as well as through continued monitoring and reviews.

Cyber Risk
The company faces cyber risk inherent to the payment platform sector. The uninterrupted operation of information systems, as well as the confidentiality of the customer information within these systems is vital to the success of the company. Robust data protection and incident response protocols are in place to prevent these risks and address concerns should they arise.

As a global commerce platform, FreedomPay is committed to the security and privacy of its customers’ data. FreedomPay’s solutions are PCI-P2PE, GDPR and PSD2-SCA compliant. Transactions are protected by cutting-edge encryption and fraud prevention technologies, which eliminates the need for merchants to handle sensitive payment information directly, minimising security risks and simplifying compliance requirements. With tokenization, cardholder data is completely removed from the POS system and replaced with surrogate values, rendering the data useless to cybersecurity threats.

FreedomPay’s fully integrated, PCI-validated point-to-point encryption solution protects data from the point of interaction and throughout transport.

Investment in security infrastructure alongside continuous monitoring and staff training remains a priority to further mitigate this risk.

Page 3

 

FREEDOMPAY WORLD EUROPE LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties (continued)

Regulatory Risk
The payment industry is subject to complex and evolving regulations globally. Changes in data privacy laws, payment regulations or anti-money laundering standards have the potential to impact operations. In order to mitigate this risk, FreedomPay maintains compliance with its regulatory obligations through a range of controls, including but not limited to the ongoing investment into compliance, maintenance of policies, staff training, risk assessments as well as the ongoing monitoring and development of its systems and frameworks.

Foreign Currency Risk
The international operations of the group are conducted using various currencies. Conducting business in currencies other than the functional currency of the group can give rise to fluctuations in foreign currency exchange rates which could negatively impact results. The group manages this risk by monitoring fluctuations in foreign currency exchange rates and implementing appropriate operational and financial measures, where necessary, to mitigate the potential impact of such volatility.

Economic Conditions
Fluctuations in global economic conditions, inflation and consumer spending trends have the potential to affect merchant volumes and client demand. This risk is mitigated through FreedomPay having a customer footprint across a range of varied industries, as well as its key pricing structure being tied to transaction volume; giving merchants a flexible pricing structure in accordance with their own business performance.

Technological Risk
The company operates in a rapidly evolving technology sector where the pace of innovation can create competitive challenges. This gives rise to the risk that existing platform features become obsolete in consideration to emerging market needs. To mitigate this risk, the company benefits from ongoing investment towards research and development at group level and maintains regular engagement with clients to ensure its platform continues to meet functional and commercial requirements. The company also monitors industry standards and regulatory changes to ensure technological compliance and future readiness.

Financial key performance indicators 

The company is part of a group that analyses performance based on principal market segments in which the group operates. KPIs are generally measured on the performance of these market segments rather than at company level.

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



N F Halbe
Director

Date: 21 October 2026

Page 4

 

FREEDOMPAY WORLD EUROPE LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The profit for the year, after taxation, amounted to £686,205 (2024 - loss  £2,290,386).

The directors do not recommend a dividend. 

Directors

The directors who served during the year were:

P W Baskowsky 
T E Durovsik 
N F Halbe 
A T Hammond 

Qualifying third party indemnity provisions

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

Matters covered in the Strategic report

As permitted by s414C(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.


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





N F Halbe
Director

Date: 21 October 2026

Page 5

 

FREEDOMPAY WORLD EUROPE LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

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

∙make 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;

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

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

Page 6

 

FREEDOMPAY WORLD EUROPE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREEDOMPAY WORLD EUROPE LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion


We have audited the financial statements of FreedomPay World Europe Limited (the 'company') for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and the notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 7

 

FREEDOMPAY WORLD EUROPE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREEDOMPAY WORLD EUROPE LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


∙the information given in the 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.


Matters on which we are required to report by exception
 

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


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8

 

FREEDOMPAY WORLD EUROPE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREEDOMPAY WORLD EUROPE LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection and employment;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation, and
∙enquiring of management as to actual and potential litigation and claims.
Page 9

 

FREEDOMPAY WORLD EUROPE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREEDOMPAY WORLD EUROPE LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor's responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they
may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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.





Simon Mayston (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

2 November 2026
Page 10

 

FREEDOMPAY WORLD EUROPE LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025

As restated
2025
2024
Note
£
£

  

Turnover
 3 
22,688,644
14,297,835

Cost of sales
  
(14,204,479)
(9,305,687)

Gross profit
  
8,484,165
4,992,148

Administrative expenses
  
(7,797,960)
(7,282,534)

Operating profit/(loss)
 4 
686,205
(2,290,386)

Tax on profit/(loss)
 7 
-
-

Profit/(loss) for the financial year
  
686,205
(2,290,386)

There are no items of other comprehensive income for either the year or the prior year other than the profit/(loss) for the year. Accordingly, no statement of other comprehensive income has been presented

Page 11


 
REGISTERED NUMBER:10588132
FREEDOMPAY WORLD EUROPE LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible fixed assets
 8 
90,399
95,792

Current assets
  

Stocks
 9 
780,830
1,181,537

Debtors: amounts falling due within one year
 10 
18,076,449
14,048,101

Cash at bank and in hand
 11 
1,007,234
743,028

  
19,864,513
15,972,666

Creditors: amounts falling due within one year
 12 
(7,657,878)
(19,551,715)

Net current assets
  
 
 
12,206,635
 
 
(3,579,049)

Creditors: amounts falling due after more than one year
 13 
(44,363)
(173,584)

  

Net assets/(liabilities)
  
12,252,671
(3,656,841)


Capital and reserves
  

Called up share capital 
 14 
1
1

Share premium account
 15 
24,291,522
9,068,215

Other reserves
 15 
5,437,115
5,437,115

Profit and loss account
 15 
(17,475,967)
(18,162,172)

Total equity
  
12,252,671
(3,656,841)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




N F Halbe
Director

Date: 21 October 2026

The notes on pages 15 to 27 form part of these financial statements.

Page 12

 

FREEDOMPAY WORLD EUROPE LIMITED

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


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2024
1
9,068,215
5,437,115
(15,871,786)
(1,366,455)



Loss for the financial year
-
-
-
(2,290,386)
(2,290,386)



At 1 January 2025
1
9,068,215
5,437,115
(18,162,172)
(3,656,841)



Profit for the financial year
-
-
-
686,205
686,205


Contributions by and distributions to owners

Shares issued during the year
-
15,223,307
-
-
15,223,307


At 31 December 2025
1
24,291,522
5,437,115
(17,475,967)
12,252,671


The notes on pages 15 to 27 form part of these financial statements.



Page 13

 

FREEDOMPAY WORLD EUROPE LIMITED

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
686,205
(2,290,386)

Adjustments for:

Depreciation of tangible assets
63,505
67,808

Decrease/(increase) in stocks
400,707
(133,000)

(Increase) in debtors
(291,147)
(2,576,372)

(Increase) in amounts owed by groups
(2,291,895)
(2,979,119)

Increase in creditors
1,754,943
1,059,080

Net cash generated from/(used in) operating activities

322,318
(6,851,989)


Cash flows from investing activities

Purchase of tangible fixed assets
(58,112)
(19,787)

Net cash from investing activities

(58,112)
(19,787)

Cash flows from financing activities

New loans from group companies
-
7,489,104

Net cash from financing activities
-
7,489,104

Net increase in cash and cash equivalents
264,206
617,328

Cash and cash equivalents at beginning of year
743,028
125,700

Cash and cash equivalents at the end of year
1,007,234
743,028


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,007,234
743,028

1,007,234
743,028


Page 14

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

The company provides comprehensive payment management solutions, enabling organisations to improve the way they send, receive and settle payments. The FreedomPay Product Suite provides a fully integrated, hosted global infrastructure for managing payments ranging from point-of-sale ("POS") hardware to cashless, electronic payment services to processing.  

FreedomPay World Europe Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH. The company's principal place of business is 26th Floor, 40 Bank Street, Canary Wharf, London, E14 5NR.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

In assessing the appropriateness of this assumption, the directors have considered the company’s financial position, including its net asset position of £12.3m at 31 December 2025 (2024: net deficiency on shareholders' funds of £3.7m) and its operating profit of £0.7m for the year (2024: loss of £2.3m). The company continues to generate revenues from its core trading activities and has a strong sales pipeline for the forthcoming period.

The directors have also considered the ongoing support of the company’s ultimate parent undertaking, FreedomPay, Inc. During the year, the parent capitalised £15.2m of amounts owed by the company, significantly strengthening the balance sheet position. The company continues to benefit from the financial and operational support of the FreedomPay group, which has indicated its intention to provide such support for a period of at least twelve months from the date of approval of these financial statements.

Based on the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis. 
 

Page 15

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Revenue

The company provides a payment platform solution for merchants to take payments from customers, with revenue comprising the sale of transaction fees, hardware, services and decision point. 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.

General principles:

Where customer arrangements contain multiple elements (e.g. hardware, services, software access, transaction processing), the company identifies separate components where they are capable of being distinct and allocates the total consideration accordingly. Revenue is recognised either at a point in time or over time depending on the nature of the obligation.

Transaction fees: 

Revenue from transaction processing is recognised in the period in which the transactions occur. Fees are typically based on a fixed amount per transaction, per location, or as a percentage of transaction value. Revenue is recognised at a point in time as the service is consumed. Tiered pricing is applied prospectively once thresholds are met. 

Hardware:

Revenue from hardware sales is recognised at the point control passes to the customer, usually upon shipment (F.O.B shipping point), in accordance with the contract terms. The company is the principal in these arrangements, despite limited inventory risk, as it manages fulfilment and pricing.

Where hardware is provided under Secure Switching Product (SSP) services, it may be combined with software or services. Any installation or configuration is billed separately and recognised as service revenue. Customer deposits collected in advance of shipment are recognised as current liabilities until delivery occurs.

Services:

Service revenue includes professional, account management and launch services. Revenue is recognised over time using the percentage of completion method based on cost inputs against Statements of Work (SOWs). Milestone payments received in advance are recognised as current liabilities and reclassified to revenue as work progresses.

Launch services that are not distinct from other services are recognised over the life of the related agreement.

Intercompany services income: 

Intercompany services income is recognised in respect of intercompany services and recharges at prices determined in accordance with the arm’s length principle. Income is measured to achieve a target operating margin for routine distribution activities and includes recharges of payroll and service costs with an appropriate mark up.

Page 16

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
8.33 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.5

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

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.

The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

 
Page 17

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

Financial instruments (continued)
 
Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 

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.

Derecognition of financial assets and financial liabilities

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 

Offsetting of financial assets and financial liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

Page 18

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.6

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

  
2.7

Share capital

Ordinary shares are classified as equity.

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

  
2.8

Capital contributions

Capital contributions received from the parent company are classified as equity in other reserves. 

 
2.9

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

 
2.10

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

All foreign exchange gains and losses are also presented in profit or loss within 'administrative expenses'.

Page 19

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Operating leases: the company as lessee

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

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

 
2.12

Pensions

Defined contribution pension plan

The company  operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account.

Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax is not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 20

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Transactional revenue
6,254,153
4,526,343

Hardware revenue
10,824,331
7,010,267

Professional services revenue
2,953,027
2,761,225

Intercompany service fees
2,657,133
-

22,688,644
14,297,835


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
20,330,572
13,065,949

Rest of Europe
2,351,152
1,216,485

Rest of the world
6,920
15,401

22,688,644
14,297,835



4.


Operating profit/(loss)

The operating profit/(loss) is stated after charging/(crediting):

2025
2024
£
£

Depreciation on tangible fixed assets
63,505
67,808

Foreign exchange (gains) / losses
(84,417)
6,950

Audit fees payable to the company's auditor
28,650
27,250

Operating lease charges
200,975
200,975

Page 21

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Employees

Staff costs, including director's remuneration, were as follows:


2025
2024
£
£

Wages and salaries
4,466,419
3,980,070

Social security costs
524,908
492,591

Cost of defined contribution scheme
205,412
336,226

5,196,739
4,808,887


Directors' remuneration in relation to services to the company for the year amounted to £146,898 (2024: £137,298).

The value of the company's contributions paid to a defined contribution pension scheme in respect of directors amounted to £8,000 (2024: £8,000). During the year retirement benefits were accruing to 1 director (2024: 1) in respect of defined contribution pension schemes.

During the year ended 31 December 2025, a portion of the directors’ remuneration was recharged to group companies in respect of services rendered to those entities.

The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration
8
8



Operations, Product and Engineering
22
21



Sales and Marketing
8
8

38
37


6.


Reclassification of comparatives

A portion of payroll costs have been reclassified from administrative expenses to cost of sales to better reflect the nature of employee activities and conform with the presentation in the current year. The reclassification relates to the allocation of salaries, employer’s national insurance, and pension costs for employees involved in revenue-generating activities.

The quantum of the reclassification was an increase in cost of sales of £691,143 and a corresponding decrease in administrative expenses of £691,143. 

There is no impact on the reported net assets as at 31 December 2024 or profit or loss for the year then ended as a result of this reanalysis.

Page 22

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

7.


Taxation


2025
2024
£
£



Total current and deferred tax
-
-


Factors affecting tax charge for the year

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

2025
2024
£
£


Profit/(loss) on ordinary activities before tax
686,205
(2,290,386)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
171,551
(572,597)

Effects of:


Expenses not deductible for tax purposes
21,885
9,271

Capital allowances for year in excess of depreciation
1,348
12,005

Short-term timing difference leading to an increase (decrease) in taxation
14,513
6,156

Unrelieved tax losses carried forward
-
545,165

Utilisation of tax losses
(209,297)
-

Total tax charge for the year
-
-

At 31 December 2025, the company had unrelieved tax losses carried forward of £16.4m (2024: £17.6m) available against future taxable profits. At 31 December 2025, the company has a potential deferred tax asset of £4,100,000 (2024: £4,400,000) which has not been recognised due to the uncertainty as to the timing of the recovery of the deferred tax asset.





Page 23

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Tangible fixed assets


Fixtures and fittings
Computer equipment
Total

£
£
£



Cost


At 1 January 2025
144,177
492,740
636,917


Additions
-
58,112
58,112



At 31 December 2025

144,177
550,852
695,029



Depreciation


At 1 January 2025
101,018
440,107
541,125


Charge for the year
33,161
30,344
63,505



At 31 December 2025

134,179
470,451
604,630



Net book value



At 31 December 2025
9,998
80,401
90,399



At 31 December 2024
43,159
52,633
95,792


9.


Stocks

2025
2024
£
£

Finished goods
780,830
1,181,537


There is no significant difference between the replacement cost of the stock and its carrying amount.

Page 24

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Debtors

2025
2024
£
£


Trade debtors
8,382,654
5,241,160

Amounts owed by group undertakings
9,128,018
5,390,817

Other debtors
76,618
763,436

Prepayments and accrued income
489,159
2,652,688

18,076,449
14,048,101


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.


11.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
1,007,234
743,028



12.


Creditors: amounts falling due within one year

2025
2024
£
£

Trade creditors
4,715,005
4,511,013

Amounts owed to group undertakings
-
13,778,001

Other taxation and social security
654,241
73,665

Other creditors
218,216
86,061

Accruals and deferred income
2,070,416
1,102,975

7,657,878
19,551,715


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.


13.


Creditors: amounts falling due after more than one year

2025
2024
£
£

Other creditors
44,363
173,584


Page 25

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



102 (2024 - 101) ordinary shares of £0.01 each
1
1

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital. 

On 1 May 2025, 1 Ordinary £0.01 shares were issued for a share premium of £15,223,307, by way of capitalisation of amounts owed to the parent undertaking. This was a non-cash financing transaction.


15.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction  costs associated with the issuing of shares are deducted from share premium.

Other reserves

Capital contributions received from the parent company are classified as equity in other reserves. 

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

16.


Analysis of net debt




At 1 January 2025
Cash flows
At 31 December 2025
£

£

£

Cash at bank and in hand

743,028

264,206

1,007,234

Amounts owed to group undertakings

(13,778,001)

13,778,001

-


(13,034,973)
14,042,207
1,007,234

Page 26

 

FREEDOMPAY WORLD EUROPE LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Commitments under operating leases

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

2025
2024
£
£


Not later than 1 year
44,362
245,336

Later than 1 year and not later than 5 years
129,221
977,311

173,583
1,222,647


18.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


19.


Controlling party

The smallest group for which consolidated financial statements are drawn up is headed by the company's immediate parent undertaking, FreedomPay, Inc., whose registered office is Floor 14, FMC Tower at Cira Centre South, 2929 Walnut Street, Floor 14, Philadelphia, PA 19104, USA.

In the opinion of the directors the ultimate controlling party is FreedomPay, Inc. 
 
Page 27