Simplepay London Ltd

	Page
Strategic Report	1—2
Directors' Report	3—4
Independent Auditor's Report	5—7
Profit and Loss Account	8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Notes to the Statement of Cash Flows	13
Notes to the Financial Statements	14—18

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

Review of the Business

1. Principal Activities

SimplePay London Limited (the "Company"), trading as PayPort UK, is incorporated in England and Wales and registered with the Financial Conduct Authority ("FCA") as a Small Electronic Money Institution (FCA reference: 902044). The Company registration permits it to issue electronic money and provide payment services.

The Company's principal activity is the provision of payment services including the processing of payment transactions and the facilitation of money remittance services. During the year ended 31 March 2025, the Company continued to maintain its regulatory authorisation and infrastructure in preparation for the commercial launch of its payment services platform. No client-facing payment transactions were processed during the financial year.

2. Business Review

2.1 Overview

The year ended 31 March 2025 was a period of maintenance and stabilisation for the Company. Management focused on:

• maintaining the Company’s FCA registration and meeting its regulatory reporting obligations;

• strengthening the financial crime framework, including a transaction monitoring assessment and a safeguarding review carried out during the year by API Compliance Ltd, alongside the continuing compliance and money laundering reporting engagement with Alpha Capital Compliance Ltd;

• maintaining the operational infrastructure — cloud hosting, domains and certificates, electronic signature and identity verification — so that the platform can be brought into service without being rebuilt; and

• simplifying the capital structure, including the conversion of £ 130,474 of shareholder debt into equity in July 2024.

2.2 Financial Performance

As the Company has not commenced commercial payment processing operations, revenues during the year were nil. The Company's expenditure during the year consisted principally of:

• Compliance consultancy fees;

• Bank service charges;

• Registered office and virtual PA services;

• FCA annual authorisation fee;

• Domain registration and hosting costs;

• Electronic signature platform subscription;

• Amazon Web Services and ancillary IT costs; and

• Audit and accountancy fees.

These operating costs were funded through loan drawdowns from EPS under the terms of the existing loan facility agreements.

2.3 Key Performance Indicators

The Company was pre-revenue throughout the year, so conventional financial ratios are of limited value. The Board monitored the following:

• FCA registration — maintained, current and unrestricted throughout the year.

• Regulatory reporting — all returns submitted.

• Safeguarding — customer funds fully segregated and reconciled; no shortfall arose.

• Compliance monitoring — annual programme maintained through Alpha Capital Compliance Ltd, supplemented by independent transaction monitoring and safeguarding reviews.

• Cost base — £119,226 (2024 - £102,683) before interest.

• Funding — the facility remained available and was drawn as required to meet operating costs.

3. Principal Risks and Uncertainties

3.1 Regulatory Risk

As a registered small electronic money institution, the Company is subject to continuing obligations covering own funds, safeguarding, financial crime controls and regulatory reporting, and must remain within the limits that apply to a small institution. Failure to meet those obligations could lead to restrictions on, or cancellation of, its registration. The Board mitigates this risk by retaining specialist compliance support, by commissioning independent reviews of the financial crime and safeguarding frameworks, and by meeting its reporting obligations on time.

3.2 Going Concern / Liquidity Risk

The Company generated no revenue during the year and reported net liabilities of £ 315,026 (2024 - £311,495) at 31 March 2025. . It has been dependent on funding from Element Payment Solutions (Thailand) Company Limited (EPS) to meet its operating costs. Element Payment Solutions (Thailand) Company Limited has provided the directors with a legally binding written undertaking to provide sufficient financial support to enable the Company to meet its liabilities as and when they fall due.

...CONTINUED

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Simplepay London Ltd

Strategic Report (continued)

For The Year Ended 31 March 2025

Review of the Business - continued

3.3 Operational Risk

The Company's operations depend on its technical infrastructure and third-party service providers. Given the limited volume of activity during the year, operational risk is considered low. Key service provider contracts are maintained and renewed in the ordinary course.

3.4 Strategic Risk

The Company's long-term commercial success depends on the successful launch of its payment services. Management continues to assess the market environment and refine the Company's go-to-market strategy in conjunction with EPS.

4. Future Developments

The Directors intend to maintain the Company’s FCA registration and operational readiness while concluding sterling banking arrangements, which remain the condition precedent to commercial launch. In March 2026, an application was submitted to the FCA in respect of a proposed change in control of the Company, under which EPS would become the Company’s parent. Following completion, the Directors expect the Company’s future development to be led by EPS. The Company is now funded by shareholder equity rather than by loan, and EPS has confirmed its commitment to fund the business as it grows. No significant capital expenditure is planned. The Directors will keep the scale of the Company’s permissions under review as activity develops.

5. Employees

During the year ended 31 March 2025, the Company had no employees (2024: 1). The Company's activities are managed by its directors and supported by external consultants and service providers.

6. Section 172 Statement

The Directors have acted in a manner they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in section 172 of the Companies Act 2006, including:

• the likely consequences of any decision in the long term — all decisions taken during the year have been made with the long-term sustainability of the Company's FCA licence and readiness to operate in mind;

• the interests of the Company's employees — the Company has no employees; this matter is therefore not applicable;

• the need to foster business relationships with suppliers and others — the Company has maintained positive relationships with its key service providers and its funding partner EPS throughout the year;

• the impact of the Company's operations on the community and the environment — the Company's operations have minimal environmental impact; and

• the desirability of the Company maintaining a reputation for high standards of business conduct — the Company has maintained its FCA authorisation and met all regulatory obligations throughout the year.

On behalf of the board

Mr Paul Sawyer

Director

29/10/2026

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Simplepay London Ltd

Company No. 11059479

Directors' Report For The Year Ended 31 March 2025

Directors' Report

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

Principal Activity

The company's principal activity continues to be that of a small electronic money institution.

Future Developments

The Company remains pre-revenue and intends to start providing electronic money and payment services under its FCA authorisation as a small electronic money institution. After the year end, the Company’s loans were capitalised through an issue of new shares. On 28 September 2026, Element Payment Solutions (Thailand) Company Limited acquired the entire share capital of the Company, following FCA approval of the change in control. The directors expect the new parent to provide continued financial and operational support while the Company builds its customer base.

Financial Instruments

The Company uses a variety of financial instruments, including shareholder loans for financing its operations. These instruments are initially measured at fair value with changes in fair value recognised in the profit and loss account. The Company's risk management policies and procedures related to these instruments are detailed in notes 14 to 17 to the financial statements.

Directors

The directors who held office during the year were as follows:

Ms Anna Parr
Mr Paul Sawyer	Appointed	09/07/2024

Statement of Directors' Responsibilities

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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Simplepay London Ltd

Directors' Report (continued)

For The Year Ended 31 March 2025

Independent Auditors

The auditors, Pertax Accountancy Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Paul Sawyer

Director

29/10/2026

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Independent Auditor's Report

to the Members of

Simplepay London Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Simplepay London Ltd for the year ended 31 March 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit/(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 entity's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 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 the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and 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 or 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.

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Independent Auditor's Report (continued)

to the Members of

Simplepay London Ltd

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3—4, 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.

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.

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

This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory frameworks that the company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and

• 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 to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

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

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

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and

• enquiring of management concerning actual and potential litigation and claims, and instances of noncompliance with laws and regulations.

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.

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Independent Auditor's Report (continued)

to the Members of

Simplepay London Ltd

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 that 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.

Azhar Ahmed (Senior Statutory Auditor)

for and on behalf of Pertax Accountancy Ltd , Statutory Auditor

04/11/2026

Pertax Accountancy Ltd

3 Lyon Way, Frimley

Camberley

GU16 7ER

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Simplepay London Ltd

Profit and Loss Account

For The Year Ended 31 March 2025

Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER		-	526

GROSS PROFIT		-	526

Administrative expenses		(119,226 )	(102,683 )

OPERATING LOSS		(119,226 )	(102,157 )
Interest payable and similar charges	6	(14,779 )	(12,577 )

LOSS FOR THE FINANCIAL YEAR		(134,005 )	(114,734 )

The notes on pages 13 to 18 form part of these financial statements.

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Simplepay London Ltd

Statement of Comprehensive Income

For The Year Ended 31 March 2025

Statement of Comprehensive Income

	2025	2024
	£	£
LOSS FOR THE FINANCIAL YEAR	(134,005 )	(114,734 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(134,005)	(114,734)

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Simplepay London Ltd

Balance Sheet

As At 31 March 2025

Balance Sheet

Registered number: 11059479

		2025		2024
	Notes	£	£	£	£
CURRENT ASSETS
Debtors	8	-		368
Cash at bank and in hand		102,390		99,382

		102,390		99,750
Creditors: Amounts Falling Due Within One Year	9	(417,416 )		(411,245 )

NET CURRENT ASSETS (LIABILITIES)			(315,026 )		(311,495 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(315,026 )		(311,495 )

NET LIABILITIES			(315,026 )		(311,495 )

CAPITAL AND RESERVES
Called up share capital	11		556,094		425,620
Profit and Loss Account			(871,120 )		(737,115 )

SHAREHOLDERS' FUNDS			(315,026)		(311,495)

On behalf of the board

Mr Paul Sawyer

Director

29/10/2026

The notes on pages 13 to 18 form part of these financial statements.

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Simplepay London Ltd

Statement of Changes in Equity

For The Year Ended 31 March 2025

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 April 2023	425,620	(622,381 )	(196,761)
Loss for the year and total comprehensive income	-	(114,734 )	(114,734)

As at 31 March 2024 and 1 April 2024	425,620	(737,115 )	(311,495)


Loss for the year and total comprehensive income	-	(134,005 )	(134,005)

Arising on shares issued during the period	130,474	-	130,474

As at 31 March 2025	556,094	(871,120 )	(315,026)

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Simplepay London Ltd

Statement of Cash Flows

For The Year Ended 31 March 2025

Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash used in operations	1	(134,362 )	(138,980 )

Net cash used in operating activities		(134,362 )	(138,980 )

Cash flows from financing activities
Loan received from shareholders		140,274	183,971
Repayment of shreholders loan		(2,904)	-

Net cash generated from financing activities		137,370	183,971



Increase in cash and cash equivalents		3,008	44,991
Cash and cash equivalents at beginning of year	2	99,382	54,391

Cash and cash equivalents at end of year	2	102,390	99,382

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Simplepay London Ltd

Notes to the Statement of Cash Flows

For The Year Ended 31 March 2025

Notes to the Statement of Cash Flows

1. Reconciliation of loss for the financial year to cash used in operations

	2025	2024
	£	£
Loss for the financial year	(134,005 )	(114,734 )
Adjustments for:
Interest expense	14,779	12,577
Foreign exchange gains	(2,978)	(1,950)
Movements in working capital:
Decrease in trade and other debtors	368	192
Decrease in trade and other creditors	(12,526 )	(35,065 )

Net cash used in operations	(134,362 )	(138,980 )

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	102,390	99,382

3. Analysis of changes in net funds

	As at 1 April 2024	Cash flows	As at 31 March 2025
	£	£	£
Cash at bank and in hand	99,382	3,008	102,390

During the year ended 31 March 2025, shareholder loans increased from £330,413 at 1 April 2024 to £349,110 at 31 March 2025, reflecting cash movements of £137,370 and non-cash movements of £118,673 in the opposite direction.

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Simplepay London Ltd

Notes to the Financial Statements

For The Year Ended 31 March 2025

Notes to the Financial Statements

1. General Information

Simplepay London Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11059479 . The registered office is Silverstream House 4th Floor, 45 Fitzroy Street, Fitzrovia, London, W1T 6EB.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis.

At 31 March 2025 the company had net liabilities of £315,026 (2024: £311,495). It incurred a loss of £134,005 for the year (2024: £114,734). The company has not yet resumed client payment activity. Its operating costs have been funded by loans from its shareholders, mainly Element Payment Solutions (Thailand) Company Limited.

Since the reporting date, the company’s financial position has been strengthened:

Loan conversion: shareholder loans of £505,583, including £453,234 owed to Element Payment Solutions (Thailand) Company Limited, were converted into share capital.

New parent: on 28 September 2026, Element Payment Solutions (Thailand) Company Limited acquired the entire issued share capital of the company and became its parent undertaking.

Element Payment Solutions (Thailand) Company Limited has given the directors a legally binding written undertaking to provide such financial support as the company needs to meet its liabilities as they fall due. The undertaking covers at least twelve months from the date of approval of these financial statements.

The directors have considered the company’s expected cash requirements for a period of at least twelve months from the date of approval of these financial statements, together with the financial support undertaken by the parent undertaking. On this basis, they have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. They have not identified any material uncertainties relating to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. Stage of completion is measured by reference to progress of the asset being transferred to the customer itself. The turnover comprises the income generated from customer wallets, commission earned on FX transactions, fee for provision of local and global payment services and agency services to clients. Commissions are recognised as soon as a contractual obligation to execute a transaction has been enacted with a customer.

2.4. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.5. Financial Instruments

The company holds basic financial instruments including cash, trade debtors and creditors. These are initially recognised at transaction price and subsequently measured at amortised cost.

Interest bearing borrowings are initially recorded at fair value, net of transaction costs. Interest bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

2.6. Interest Payable

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

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Simplepay London Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.7. Foreign Currencies

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

2.8. Taxation

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

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

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

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

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

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.10. Electronic Money

E-money regulated funds held in a segregated client bank account are presented as both an asset and liability.

3. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	6,930	6,600

4. Average Number of Employees

Average number of employees, including directors, during the year was: NIL (2024: 1)

5. Directors' remuneration

	2025	2024
	£	£
Emoluments	-	30,821

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Simplepay London Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

6. Interest Payable and Similar Charges

	2025	2024
	£	£
Other finance charges	14,779	12,577

7. Tax on Profit

The tax (credit)/charge on the loss for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	19.0%	19.0%	-	-

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:

	2025	2024
	£	£
Profit before tax	(134,005)	(114,734)

Tax on profit at 19% (UK standard rate)	(25,461 )	(21,799 )
Tax losses unutilised carried forward	25,461	21,799

Total tax charge for the period	-	-

8. Debtors

	2025	2024
	£	£
Due within one year
Other debtors	-	368

9. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	-	14,071
Amounts owed to participating interests	349,110	330,413
Other creditors	52,122	52,120
Accruals and deferred income	16,184	14,641

	417,416	411,245

10. Deferred Taxation

No deferred tax asset has been recognised in respect of trading losses due to uncertainty over future taxable profits.

11. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
556,094 Ordinary Shares of £ 1.00 each	556,094	425,620

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Simplepay London Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

12. Financial Instruments

The company has the following financial instruments:

	2025	2024
	£	£
Financial assets
Financial assets that are debt Instruments measured at amortised cost	102,390	99,750

Financial liabilities
Financial liabilities measured at amortised cost	417,414	411,245

During the year, the company received the following loan facilities:

- From Element Payment Solutions (Thailand) Co. Ltd (a shareholder): GBP 140,274 – repayable on demand, 6% interest.

Loans are unsecured and subordinated to client fund obligations, where applicable.

13. Foreign Currency Risk

The company holds multi-currency balances and borrows in EUR and USD. As such, it is exposed to foreign exchange volatility. Management monitors currency exposure and aims to match liabilities with assets in the same currency where possible.

14. Credit Risk

Credit risk is considered low. The company does not offer credit terms to clients; all services are prepaid. Funds are held in regulated e-money accounts which are segregated from company funds.

15. Liquidity Risk

Liquidity risk arises from the need to fund operations and meet obligations as they fall due. The company mitigates this by:

- Regular cash flow monitoring

- Maintaining sufficient cash reserves

- Access to shareholder and related party loan facilities

16. Cash-flow Interest Rate Risk

Loan facilities from shareholders bear fixed interest rates of 3% and 6% respectively. Given the absence of variable-rate debt and short-term nature of liabilities, the company is not significantly exposed to interest rate fluctuations.

17. Post Balance Sheet Events

The following events took place after 31 March 2025. They are non-adjusting events, and the financial statements have not been adjusted for them.

On 28 September 2026, the company allotted 505,583 ordinary shares of £1 each at par in settlement of shareholder loans of £505,583. Of this amount, £453,234 was owed to Element Payment Solutions (Thailand) Company Limited (“EPS”) and £52,349 to Mr E Adamyan. The allotment increased called up share capital to £1,061,677 and reduced amounts owed to shareholders by the same amount.

On 28 September 2026, Mr E Adamyan transferred his entire holding of 423,709 ordinary shares to EPS.

On 9 October 2026, the company allotted 50,000 ordinary shares of £1 each to EPS at par for cash consideration of £50,000.

Following these transactions, the company’s issued share capital is £1,111,677, divided into 1,111,677 ordinary shares of £1 each, all held by EPS. EPS is now the company’s sole shareholder and immediate parent undertaking. Mr E Adamyan ceased to be the company’s controlling party on 28 September 2026.

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Simplepay London Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

18. Related Party Disclosures

Nature of relationships

Mr E Adamyan held 63.78% of the company’s issued share capital throughout the year and is its controlling shareholder.

Element Payment Solutions (Thailand) Company Limited acquired 184,734 ordinary shares (33.22%) on 17 July 2024 and has had significant influence over the company since that date.

Mr D Agapitov held 24.90% of the issued share capital until 17 July 2024, when he transferred his entire holding to Element Payment Solutions (Thailand) Company Limited.

Loans from related parties

	At 1 April 2024	Advanced	Interest charged	Converted to share capital	Other	At 31 March 2025
	£	£	£	£	£	£
Element Payment Solutions (Thailand) Company Limited	153,423	140,274	12,292	–	(2,446)	303,543
Mr E Adamyan	110,389	–	1,478	(87,131)	–	24,736
Mr D Agapitov	55,127	–	896	(32,488)	(3,436)	20,099
Total	318,939	140,274	14,666	119,619	5,882	348,378

These balances are included in amount owned to particilating interest (note 9). The balance includes loans of £732 (2024: £11,474) from other shareholders who are not related parties.

On 17 July 2024, shareholder loans of £130,474 were converted into 130,474 ordinary shares of £1 each at par. Of that amount, £119,619 was owed to related parties.

19. Controlling Parties

At 31 March 2025, the company’s controlling party was Mr Eduard Adamyan, by virtue of majority shareholding in the company.

After the reporting date, Element Payment Solutions (Thailand) Company Limited, a company incorporated in Thailand, became the company’s immediate parent undertaking. Further details are given in the events after the reporting period note.

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