Amendment to Current Report (Form 8-K/A)

Registered number: 12749770

MONAVATE HOLDINGS LIMITED

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 AND 2024

MONAVATE HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT

To the Shareholders

Monavate Holdings Limited

We have audited the accompanying consolidated financial statements of Monavate Holdings Limited (the "Company"), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the periods then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations, changes in equity and cash flows for the year then ended in accordance International Financial Reporting Standards as issued by the IASB.

MONAVATE HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT (CONTINUED)

Other Matter

As explained in 25 to the consolidated financial statements, on April 30, 2026, the Company was sold to Exodus Movement, Inc ("Exodus"). As of that date, the Company became a wholly owned subsidiary of Exodus.

Our opinion on the current year financial statements is not modified in respect of these matters.

/s/ PKF Littlejohn LLP

Azhar Rana (Senior Statutory Auditor)

For and on behalf of

PKF Littlejohn LLP

Statutory Auditor

30 Churchill Place Canary Wharf

London

E14 5RE

15 July 2026 

MONAVATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The notes on pages 8 to 39 form part of these financial statements.

Page 1

MONAVATE HOLDINGS LIMITED

REGISTERED NUMBER: 12749770

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025 AND 2024

Page 2

MONAVATE HOLDINGS LIMITED

REGISTERED NUMBER: 12749770

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025 AND 2024

The financial statements on pages 1 to 39 were approved and authorised for issue by the board of Directors and were signed on its behalf by:

Date: 15/7/2026

The notes on pages 8 to 39 form part of these financial statements.

Page 3

MONAVATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The notes on pages 8 to 39 form part of these financial statements.

Page 4

MONAVATE HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The notes on pages 8 to 39 form part of these financial statements.

Page 5

MONAVATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Page 6

MONAVATE HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The notes on pages 8 to 39 form part of these financial statements.

Net debt reconciliation

The notes on pages 8 to 39 form part of these financial statements

Page 7

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Monavate Holdings Ltd is a limited liability company incorporated in England. The Registered Office is The Officers Mess Business Centre Royston Road, Duxford, Cambridge, England, CB22 4QH.

These financial statements have been prepared for a period of two years ended 31 December 2025 and 2024.

The financial statements have been prepared in accordance with applicable International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board (IASB) and in conformity with the requirements of the Companies Act 2006. Amendments to IFRS standards and IFRIC Interpretations effective for the current year, have had no material impact on the financial statements. The Company previously applied FRS 102.

Details of the Group's accounting policies, including changes during the year, are included below.

The Directors have reviewed the accounting policies and consider that they are appropriate for the Company.

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 3.

The financial statements are presented in pounds sterling, are prepared on the going concern basis and under the historical cost convention. However, the financial statements have been modified to include the revaluation of certain financial assets and liabilities. The measurement bases and principal accounting policies of the Company are set out below.

Page 8

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

These financial statements are the first financial statements of the Group and the Company to be prepared in accordance with IFRS, for the financial year ended 31 December 2025. The date of transition to IFRS was 1 January 2024.

In adopting IFRS for the first time, the Group has applied the requirements of IFRS 1 First time Adoption of International Financial Reporting Standards. IFRS has been applied retrospectively to all periods presented, subject to the mandatory exceptions and optional exemptions available under IFRS 1.

The Group has applied the mandatory exceptions under IFRS 1 and has not applied any optional exemptions.

Impact of Transition

On transition from FRS 102 to IFRS, the Group applied IFRS recognition and measurement principles in accordance with IFRS 1. No material adjustments arose on transition.

During the year, an error was identified in the amortisation of internally generated software in prior periods, where amortisation had not been recognised in accordance with the Company's accounting policy. This error arose in periods prior to the date of transition (1 January 2024).

In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the error has been corrected retrospectively. The cumulative effect has been recognised as an adjustment to opening retained earnings at 1 January 2024, with a corresponding increase in accumulated amortisation of £3,658,927. Of this amount, £2,696,219 relates to the year ended 31 December 2024, with the remainder relating to earlier periods. (Note 21)

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

Page 9

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

Page 10

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The Directors have presented the financial statements on a going concern basis, considering the Company's forecasts and projections, and the support of the group.

The Company's liquidity is managed, and therefore has been assessed, on a group basis.

Management has undertaken a robust assessment of its forecasts and future performance to assess the appropriateness of the going concern assumption. It is understood that any judgment made, whilst reasonable at the time, can be valid only at that time and can be overturned by subsequent events. Assessment of external and internal factors influencing this judgement have been considered and the impact measured to validate if these are likely to change the status of going concern.

The Company will continue to invest into its platform, and based on our forecasts and the continued performance seen to date in 2026, as well as confirmation from it's parent company that there is a further £10 million available funding into the business, the directors have a reasonable expectation that the Group will have adequate resources to continue to meet its obligations as they fall due, and that the Company has adequate resources to continue in operation for the foreseeable future.

The Directors have therefore concluded that the going concern basis is appropriate for the preparation of the accounts.

Page 11

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Revenue is recognised in accordance with IFRS 15 - Revenue from Contracts with Customers, when control of services is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled.

The Company primarily generates revenue from customer transaction activity and related service fees. Contracts with customers typically consist of a series of distinct services that are either satisfied at a point in time, when transactions are processed, or over time, where the Company provides ongoing access to its platform.

The Company assesses whether it acts as principal or agent in each arrangement. Where the Company controls the service before transfer to the customer, revenue is recognised on a gross basis. Where the Company acts as an agent, revenue is recognised net of amounts collected on behalf of third parties.

Revenue is measured at the consideration expected to be received, net of VAT and other sales taxes. Variable consideration, including chargebacks and reversals, is recognised when it is highly probable that a significant reversal will not occur.

Revenue streams are disaggregated as set out below.

1) Scheme fee Revenue: As part of Monavate being a principal member and being able to offer Monavate's sponsorship services to its contracted customers, Monavate incurs charges for this membership and service offering, including the ability to process transactions on the schemes' platform. These costs are collectively known as "Scheme Costs" and are billed to Monavate by the schemes.

Monavate applies a scheme assignment concept, excluding project fees, splitting its costs into scheme A, B and C fees, along with a classification of pass through and non pass through costs.

Monavate has assessed that it acts as principal in providing these services, as it controls the scheme services before they are transferred to the customer. Accordingly, revenue is recognised on a gross basis, including amounts classified as pass through. Scheme fee revenue represents a stand ready performance obligation, as Monavate provides continuous access to scheme membership and transaction processing services. Revenue is recognised over time as these services are provided to customers. Where Monavate charges customers based on the classification of A, B or C fees, revenue is recognised in line with the provision of the underlying services to which those fees relate.

2) Interchange Revenue: Interchange is a fee typically paid by acquirers (retailers' bank) to issuers (cardholders' bank), to recognise the value delivered in accepting payments. This is facilitated through card scheme networks such as Mastercard or Visa. Monavate, as the issuer, receives positive and negative interchange relating to sales (positive), reversals and chargebacks (negative). Each transaction represents a separate performance obligation, which is satisfied at a point in time, being when the transaction is authorised and processed. Interchange includes variable consideration, reflecting the impact of reversals and chargebacks. Revenue is recognised when it is highly probable that a significant reversal will not occur. The full amount of interchange is payable to Monavate and is recognised as revenue, with presentation reflecting the Company's assessment of whether it acts as principal or agent.

3) Setup fees: A set-up fee is a charge invoiced to a customer for getting a customer live. This includes activities such as onboarding, migration or configuration for a new client. An assessment is made as to whether these activities transfer a distinct service to the customer. Where they do not represent a separate performance obligation, the set-up fee is deferred and recognised over time in line with the delivery of the related services. Where the activities represent a distinct performance obligation, revenue is recognised at a point in time when the service is delivered.

4) Monthly Minimums: A contractual monthly minimum is applicable to certain customers. This is the minimum revenue value Monavate can invoice for within the given period. The amount differs according to each customer and has different mechanisms upon which it can be applied, including tiered charging.

Page 12

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

This represents a stand-ready performance obligation, as Monavate provides continuous access to its services over the contract period. Revenue is recognised over time, as the services are provided and the customer simultaneously receives and consumes the benefits of those services.

5) Transaction/Load Revenue: A contractual charge is applied on certain transactions and loads, as detailed within each customer's commercial terms. This is different by customer and has variable criteria on which the amount is applied, including tiered charging. Each transaction or load represents a separate performance obligation, which is satisfied at a point in time, being when the service is delivered (i.e. when the transaction or load is processed). Where the transactional or load value is greater than the contractual monthly minimum, the transaction / load revenue is applied. Where services happen over a longer period, revenue is recognised over time, by reference to the stage of completion. Revenue represents the total amount receivable by the Company in respect of services supplied during the period and is recognised net of any applicable VAT.

1.7 Intangible assets

Software

When internally generated and purchased software will provide future benefit to the Company, it is capitalised and recorded at cost, less receipts from other 3rd parties. After recognition, software is measured at cost less any accumulated amortisation and any accumulated impairment losses. Software is amortised on a straight line basis over the estimated useful life of the asset, which is generally three years.

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.

Research costs and capitalisation of development

Research expenditure is written off to the Statement of Profit and Loss and Other Comprehensive Income as incurred.

Development expenditure is capitalised as an intangible asset where the Group can demonstrate:

Such capitalised costs are amortised over their estimated useful life. Where these criteria are not met, development costs are expensed as incurred.

Page 13

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:

Interest income is recognised in profit or loss using the effective interest method.

The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

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

Page 14

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Functional and presentation currency

The Company's functional and presentational currency is Sterling.

Transactions and balances

Foreign currency transactions are converted into the functional currency using spot exchange rates on the date of when the revenue is recognised.

At each year end foreign currency monetary items are revalued using the year end spot rate. Non- monetary items measured at historical cost are converted 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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the revaluation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

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

Cash held for clients is recorded separately from the operational funds of the business. Relevant funds are safeguarded under the Group's 2EMD licence and held at an authorised credit institution. Cash held for clients is further segregated between the product lines that it relates to.

Safeguarded client funds

The Group holds funds on behalf of customers. Client funds are held in segregated bank accounts with authorised credit institutions and are legally separate from the Group's own operating funds. These balances are not available for use by the Group and are not subject to claims by the Group's creditors.

Safeguarded client funds are recognised as cash and cash equivalents, with a corresponding liability recognised within trade and other payables. The recognition of both the asset and liability reflects the Group's custodial role and does not affect the Group's equity, profit or loss, or liquidity.

At the commencement date of a lease, the Company recognises a right-of-use asset and a corresponding lease liability. The lease liability is measured at the present value of the lease payments, discounted using the interest rate implicit in the lease, or the incremental borrowing rate where that rate cannot be readily determined.

The right-of-use asset is initially measured at cost and subsequently depreciated on a straight-line basis over the lease term.

Interest expense is recognised on the lease liability using the effective interest method.

The Company has elected to apply the exemptions available for short-term leases and leases of low- value assets. Payments associated with these leases are recognised on a straight-line basis over the lease term.

Page 15

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Amounts received from other 3rd parties, for development of the processing platform, have been utilised against associated costs, The balance unutilised at the year end are included in Creditors due within one year, and will be utilised against future costs.

Financial instruments are recognised when the company becomes a party to the contractual provisions.

They are measured, at initial recognition, at fair value plus transaction costs, if any.

All regular purchases or sales of financial assets are recognised and derecognised on a trade date basis.

Financial assets - classification

Financial assets are classified at initial recognition based on the company's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. Financial assets are classified as measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL").

A financial asset is classified at amortised cost where it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest. A financial asset is classified at FVOCI where it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms meet the solely payments of principal and interest criterion. All other financial assets are classified as FVTPL.

The company's financial assets primarily comprise trade and other receivables and cash and cash equivalents, which are held to collect contractual cash flows and are therefore measured at amortised cost.

The material accounting policies for each type of financial instrument held by the company are presented below:

Trade and other receivables

Trade and other receivables, excluding, when applicable, VAT and prepayments, are measured, subsequent to initial recognition, at amortised cost.

The amortised cost is the amount recognised on the receivable initially, minus principal repayments, plus cumulative amortisation (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

The accounting policy for impairment of trade and other receivables is set out in the loss allowances and write offs accounting policy.

Impairment of financial assets

The Group recognises loss allowances for expected credit losses ("ECL") on financial assets measured at amortised cost, including trade receivables.

The Group does not formally apply the IFRS 9 simplified approach. However, in practice, the Group's impairment methodology results in the recognition of lifetime expected credit losses for trade receivables from initial recognition.

Page 16

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The Group's assessment of expected credit losses incorporates historical default experience, current conditions and forward-looking information, including the creditworthiness of counterparties and the requirement for customers to pre-fund settlement balances.

Given the short-term nature of receivables and the Group's risk management practices, including pre-funding arrangements, the impairment approach applied is not materially different from the simplified approach permitted under IFRS 9.

Loss allowances are measured as the difference between the asset's carrying amount and the present value of estimated future cash flows.

Borrowings and loans from related parties

Loans from group companies, loans from shareholders and borrowings are classified as financial liabilities subsequently measured at amortised cost.

Interest expense on borrowings is calculated on the effective interest method, and is included in profit or loss.

Trade and other payables

Trade and other payables, excluding VAT and amounts received in advance, are classified as financial liabilities subsequently measured at amortised cost.

Cash and cash equivalents

Cash and cash equivalents are stated at carrying amount which is deemed to be amortised cost.

Derecognition

The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

The company derecognises financial liabilities when its obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

In preparing the consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The areas involving the most significant judgement and estimation uncertainty, and which could result in a material adjustment to the carrying amounts of assets and liabilities in the next financial year, are set out below.

Page 17

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Acting as principal

Monavate has considered whether, in its relationship as a principal member of Card schemes; Mastercard, Visa and Discover, it acts as agent in contracts with its customers, or principal in its own right. This determines whether it grosses up revenues and costs of sale, or only records the commissions as revenue.

Considering relevant factors, such as primary responsibility for provision of services and credit risk, Monavate has concluded that it does act as principal in its relationships with its customers and hence records gross revenues and costs of sale.

Capitalisation of internally generated software

Monavate capitalises internally generated software when it meets the criteria explained within the ccounting policies.

Judgement is required in determining when a project moves from the research phase to the development phase, at which point costs become eligible for capitalisation. This includes assessing technical feasibility, the intention and ability to complete the asset, and the probability of future economic benefits.

An assessment is made on a project-by-project basis as to whether the costs meet the recognition criteria. Management applies judgement based on prior experience of developing similar software solutions.

Further judgement is applied in determining the useful economic lives of capitalised software and the appropriate amortisation method. These estimates are reviewed periodically.

Capitalised software assets are also reviewed for indicators of impairment at each reporting date, and where such indicators exist, an impairment assessment is performed in accordance with IAS 36.

The Director consider that the assumptions applied in capitalisation, amortisation and impairment assessments are appropriate and that the carrying value of capitalised software is supported by the expected future economic benefits of the related assets.

Accounting for preferred shares

In prior periods, the Group issued preferred shares which contained both liability and equity components. Under IAS 32, the proceeds are allocated between the liability and equity components. The Company has achieved this by determining the amount of the liability component, being the fair value of a similar liability that does not have a conversion feature. The equity component is the residual value from the proceeds. The transaction costs have been allocated in proportion to the respective components.

During the current year, all preference share liabilities were settled through the issue of equity instruments and, as a result, this policy is not applicable at 31 December 2025.

Variable consideration

Revenue includes estimates of variable consideration, such as interchange income, which may be subject to reversals arising from chargebacks or transaction reversals.

Variable consideration is included in revenue only to the extent that it is highly probable that a significant reversal will not occur when the uncertainty is resolved.

Page 18

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The Group calculates variable consideration using historical data, current trends and contractual terms with customers and scheme providers.

Recoverability of investments and intangible assets

The Company holds investments in subsidiary undertakings, and the Group carries intangible assets arising primarily from internally developed software.

Assessing the recoverability of these assets requires judgement in estimating future cash flows and determining appropriate discount rates. These estimates are sensitive to changes in revenue growth assumptions and cost structures.

At the reporting date, management concluded that no impairment was required in respect of the Group's intangible assets. An impairment charge of £768k was recognised in the Company in respect of investment balances during the year.

The following is an analysis of the Group's revenue for the year from continuing operations:

All turnover arose within the UK and Europe.

Contract liabilities represent consideration received in advance of the Group satisfying its performance obligations and primarily comprise advance billing in respect of setup fees and minimum monthly charges. Contract liabilities are presented within deferred income in Note 15.

Contract liability (deferred income) for 2025 is £254k (2024: £390k).

Page 19

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

During the year, the Group obtained the following services from the Company's auditor and its associates:

The monthly average number of persons, including the Directors, employed by the Group during the year was as follows:

Page 20

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The highest paid director's emoluments were as follows:

Page 21

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:

Page 22

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:

Page 23

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Group

Page 24

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Group

Page 25

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Company

The Company increased its investment in Monavate Limited during the year by purchasing the following additional Ordinary shares:

Subsidiaries

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

During the year, as part of group restructuring, the Company disposed of its investment in UAB Monavate for £768k (see note 13). As a result, UAB Monavate is no longer included in the Company's investments at the reporting date.

Page 26

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Page 27

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Group

Company

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Page 28

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Group

Included in cash and cash equivalents are £5,876k (2024: £40,778k) of client funds which are safeguarded under the Group's 2EMD license.

The operational cash at bank balance includes £50,000 (2024: £50,000) held in with ClearBank as a minimum balance requirement. This amount is ring-fenced and not available for the Company's operational or working capital use.

Page 29

MONAVATE HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024

Group

Safeguarded client funds are externally restricted, do not represent resources available to the Group, and are therefore excluded from the assessment of the Group's liquidity risk.

Other creditors includes amounts received from partners, for development of the processing platform, that have not been utilised against associated costs.

Company