Delivering prosperity
in the markets we serve
CAB Payments Holdings plc
Annual Report and Accounts 2025
CAB Payments Holdings plc – Annual Report and Accounts 2025
The world’s fastest-growing
economies need financial
infrastructure to match
their potential
We're a specialist bank
connecting dynamic markets
to the global financial system.
We have trusted relationships,
local presence and specialist
expertise built over nearly
200 years...
...and the knowledge to
operate where others do not.
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CAB Payments Holdings plc
Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
What’s inside...
Our business model
Overview
CAB Payments at a Glance
Our Business Model
Investment Case
Chair’s Statement
Strategic Report
Chief Executive Officer’s Review
Our Strategy
Strategic Progress
KPIs
Responsible Business Report
Financial Review
Risk Management
Principal Risks and Uncertainties
Going Concern and
Viability Statements
Stakeholder Engagement
and s172 Statement
Non-financial and
Sustainability Information
Statement
CEO’s Review
Governance Report
Chair’s Introduction
Board of Directors
Corporate Governance Statement
Nomination Committee Report
Audit Committee Report
Risk Committee Report
Directors’ Remuneration Report
Directors’ Report
Directors’ Responsibilities
Statement
Our Strategy
Financial Review
Financial Statements
Auditor’s Report to the members
of CAB Payments Holdings plc
Consolidated Statement
of Profit or Loss
Consolidated Statement
of Other Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
Company Statement
of Financial Position
Company Statement
of Changes in Equity
Company Statement of Cash Flows
Notes to the Financial Statements
Responsible Business Report
Appendix
Shareholder Information
Alternative Performance Measures
Glossary
Contact Details
For further information and investor relations /
www.cabpayments.com
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Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Highlights
Connecting the world’s
fastest growing and dynamic
economies to global financial
infrastructure
Financial highlights
Total income
Adjusted EBITDA
Wholesale FX and payment FX
volumes 2025
Reported EPS (basic)
£119m
£35.2m
£41.9bn
5.4p
2024: £106.4m
2024: £30.8m
2024: £37.2bn
2024: 5.6p
See alternative performance measures for definition / Page 196
Our market
We specialise in the world’s fast-growing and dynamic markets.
592
124
Active clients
Currencies
2024: 546 (net new active client growth of 46)
2024: 120
Global reach and regulatory relationships
30
4
440
Central bank
clients
Global office
locations
Liquidity and
Nostro providers
2024: 28
2024: 2
2024:390
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CAB Payments Holdings plc
Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
CAB Payments at a Glance
Our business lines
Discover more in our Business Model
/ Page 6
Wholesale FX
Our FX capability gives clients access to extensive liquidity
and competitive real-time pricing across dynamic markets
and G10 currencies.
We provide our clients access to 124 markets and offer
800+ currency pairs available for 24/5 trading.
Clients can trade in a way that suits their business needs
for a seamless execution experience.
Revenue drivers: Volumes, Structuring fees, FX spread
Payments
Our payment solutions are tailored for our clients’ exact
needs. These solutions are designed to facilitate secure,
efficient, and transparent cross-border transactions.
Our solutions are reliable and prove access to our
extensive network of correspondent banks and payment
corridors.
We are able to utilise Automated Clearing House (ACH)
rails to facilitate quick payments into multiple markets to
bank accounts, digital wallets and eligible cards.
Revenue drivers: Volumes, Payment fees, FX spread
Banking Services
We are a UK regulated banking institution.
We offer transaction and deposit accounts, in addition to
trade finance solutions, to manage clients’ liquidity needs
and quicker execution of FX and Payment requests.
Our banking licence enables us to improve our access to
liquidity, manage risk and build new market connections,
creating opportunities for businesses, and economies
around the world.
Revenue drivers: Net Interest Income, Trade Finance
Wholesale FX accounts for around
Payments accounts for around
Banking accounts for around
40%
25%
35%
of our Total Income
of our Total Income
of our Total Income
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CAB Payments Holdings plc
Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
CAB Payments at a Glance continued
Who we serve
We provide our services to four key client segments.
Banks
Banking institutions from
all over the world. These
include Emerging Market
Financial Institutions
(EMFI), Central Banks and
Major Market Banks who
move money into and out-
of fast-growing and
complex markets.
Fintechs and
Corporates
Fintechs including high
street and online
remittance companies,
payroll providers and
pension administrators.
Corporates focused on
unlocking trapped liquidity
in complex markets. These
include airlines, logistics,
infrastructure and telecoms
companies.
International
Development
Organisations (IDOs)
Multilateral, Government
and Non-Governmental
Organisations (NGOs)
who send aid and run
development programmes
in the world’s most
challenging environments.
We added
62
new active clients in 2025
See how these fit into our
Business Model / Page 6
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Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Our Global Reach
We serve the world’s fastest
growing markets
124
Currencies
~60%
Transaction revenue
connected to Africa
Map Key
>10%
3% – 10%
<3%
No data
n
Regional hubs
London Global HQ
Amsterdam European Hub
New York Americas HQ
UAE MENA & APAC HQ
Discover more online
/ www.crownagentsbank.com/market-
coverage/
Source: International Monetary Fund. January 2026.
GDP Growth Estimates 2026
Annual percent change
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CAB Payments Holdings plc
Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Our Business Model
Our relationship-led
model connects our
clients with fast-
growing and dynamic
markets
124
Currencies
592
Clients
Who we do it for
We work for four client segments.
What we do
We offer a range of products/
solutions across three business lines.
How we do it
Our network and relationships
enable market connectivity.
What sets us apart
Our competitive advantages
drive future growth.
For more information on
progress and priorities see
our Strategy / Page 16
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Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Our Business Model continued
Creating value for stakeholders
and delivering positive social impact
Delivering for our…
Clients
Investors
Employees
Local economies
We are easy to do business with,
fast and transparent.
Experienced in accessing complex
markets and unlocking liquidity.
Relationship-led and service driven.
We delivered profitability
despite workforce restructuring
and a strategic turnaround.
Business model has ability to generate
strong scalability, margins and Return
on Equity.
Good investment discipline.
We believe that exceptional
employee experience drives
exceptional client experience. 
We are committed to creating an
environment where our people can
pursue their ambitions, deliver with
purpose, and build rewarding careers
supported by strong and inspiring
People Leaders.
We are delivering prosperity
in the markets that we serve.
We play an important role in ensuring
remittance and aid flows reach fast-
growing markets. We provide a bridge
to the international financial network
ensuring these markets thrive through
their participation in international trade.
592
Active clients
2024: 546
92%
Client retention(1)
2024: 94%
£119.0m
Total Income
2024: £106.4m
9%
Growth in Adjusted EPS(2)
2024: (64)%
45%
Ethnically diverse employees
2024: 43%
38%
Female employees
2024: 38%
£2.4bn
Development aid flows
2024: £2.7bn
£8.3bn
Fintech and Corporates flows
2024: £5.5bn
1Client retention measures the number of transacting clients in the year as a proportion of the number of clients transacting in 2024.
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Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Investment Case
Our strong FX and Payments
business has a clear investment case
Structural Growth Drivers
Growth aligned to structural economic
development, rather than short-term
rate or volatility cycles
Regulated infrastructure platform
Enabling network maintenance, preferential market
access, relationship longevity and trust and liquidity
management
5
Geographic licences
>3%
GDP Growth of Target market
High-growth
FX & Payments
business
Specialised Emerging
Market Network
Driving differentiated and trusted
access to complex markets.
Difficult to replicate.
Scalable Business Model
Leading to high operating leverage,
improving margins and strong
cash generation
£41.9bn
FX & FX Payment Volumes
440
Network Counterparties
Entrenched Relationships
Multi-year entrenched relationships, including
with central banks, driving sustainable growth
Flexible Payments Platform
Multi-rail capability driving access to billions
of end points globally. Well positioned for
evolving stablecoin capability
1.2m
B2B Payments processed
30
Central Bank clients
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CAB Payments Holdings plc
Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Chair’s Statement
Embarking upon sustainable growth
following a year of reset
We continue to demonstrate our
purpose by supporting the markets
we serve, often where others have
stepped back.”
There has never been a more important time
to be an FX and payments player in the
markets we serve. The world is in
geopolitical turmoil, and this is affecting
financial markets across the globe. We are
positioned at the centre of structurally
changing global flows, providing critical
liquidity to some of the most dynamic and
fast-growing markets in the world.
We have stayed present in regions when
others have pulled out, providing clients with
essential FX, payments and banking
services. This is one of many reasons why
we are a trusted brand with a loyal and
long-standing client base. These
relationships, some of which go back
decades, are not easy to replicate. This
combined with real time access to financial
markets through our technology and our
nimble structure, makes us a unique player
in this space.
In 2025, I’m delighted to say that we have
returned to growth. We’ve strengthened
foundations, invested in technology,
including AI, and diversified our revenue
streams. We are now more efficient, resilient
and better positioned for sustainable, and
profitable, long-term growth. We have
created more revenue generating roles and
expanded our geographical coverage. We
have invested in new products and markets
and maintained rigorous financial discipline.
Our financial performance reflects this
progress, with total income increasing by
12% to £119.0m (2024: £106.4m) and
Adjusted EBITDA up 14% to £35.2m, both
ahead of market expectations.
Our ability to operate reliably in complex
markets remains a differentiating strength.
Amid global uncertainty, I am proud of how
the Group has navigated the landscape. We
have anticipated change and adapted
quickly to deliver for our clients. All of this
was achieved with a strong focus on
responsible business, demonstrated by our
platinum rating from EcoVadis and our
position as one of a small number of firms
holding B Corp certification.
2025 was also a year of renewal for the
Board. We welcomed James Hopkinson as
Group CFO and Executive Director. Nitin
Kaul and Henri Obi from Helios Investment
Partners replaced Simon Poole who retired
earlier this year. Pleasingly, payments
specialists Kush Saxena and Peter Klein also
joined. The diversity and depth of experience
around the Board table continue to
strengthen governance and decision-
making as we support the executive team in
delivering our purpose and strategy.
Our approach to capital allocation remains
focused on long-term value. We are not
proposing a dividend for the 2025 financial
year but will be revisiting our capital
management framework in 2026. We have
also shared our medium-term guidance.
In early 2026 we received a firm offer from a
consortium headed by our largest
shareholder, Helios, to acquire the entire
Group. The Board appointed independent
advisers, carried out a thorough valuation of
the company and actively engaged with our
other largest shareholders. We declined the
offer on the basis that it fundamentally
undervalued our business. The offer clearly
highlights that the delivery of our strategy is
creating intrinsic value in the business.
So, what does 2026 hold? Markets continue
to change. The US GENIUS Act has paved
the way for more stablecoin usage, with
particularly strong use cases in frontier
markets. The group is well positioned to
respond to our clients’ evolving needs in this
space.
In closing, I would like to thank our clients for
their continued trust in us, our shareholders
for their continued support and our people
for their hard work and commitment. This is
not an easy time to navigate the business
world. Changes in the market create risk, but
they also create new opportunities, and we
Further Reading
Discover more in our Sustainability section /
Page 23
Discover more in our Governance section /
Page 53
are positioned to build a stronger and more
ambitious business as a result.
Ann Cairns
Chair
4 March 2026
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Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Strategic
Report
Chief Executive Officer’s Review
Our Strategy
Strategic Progress
KPIs
Responsible Business Report
Financial Review
Risk Management
Principal Risks and Uncertainties
Going Concern and
Viability Statements
Stakeholder Engagement
and s172 Statement
Non-financial and Sustainability
Information
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Annual Report and Accounts 2025
Overview
Strategic Report
Governance
Financial
Statements
Appendix
Chief Executive Officer's Review
Returning to growth
We have shifted from simply providing
individual products to delivering
comprehensive and integrated solutions –
a change that reflects our broader pivot to
relationship-driven banking.”
Delivering prosperity in the markets we
serve has never been more relevant. The
Group plays a vital role in a world of shifting
trade dynamics and development in fast-
growing and complex economies.  The
macro-economic conditions throughout the
world are complex and turbulent. Our
consistent presence, and enduring purpose
helps us stay the course as we connect
communities, institutions and businesses to
the global financial system, enabling capital
to flow where it is needed most.
We have fundamentally reshaped how we
do business. Where previously we offered
specific products to particular clients, we
now seek to build deep, lasting relationships
across our client base – from central banks
and international development
organisations to commercial banks and 
corporates – offering them the power of our
entire platform to solve their challenges. This
shift to a broader relationship-driven model
and a solutions focus is the foundation of
our sustainable growth.
In 2025, our purpose and model translated
into meaningful results. Total Income grew
12% year-on-year to £119.0m, and 30%
half-on-half to £67.2m, ahead of market
expectations. This is a significant step
forward and evidence that our relationship-
led model is working.
With our transformation complete, we are
focused on capturing the significant
opportunity ahead. Our cost base is now
reshaped for growth, and we see the
operational leverage inherent in our model –
income growth outpacing cost growth.
Reported EPS, however,  fell 4% to 5.4p,
reflective of the one-time investment we
made to complete this transformation.
In the markets we serve, business is built on
trust, face-to-face. Our expansion into New
York, Abu Dhabi and deeper into Africa puts
us closer to clients, facilitating the
relationship-led approach that sets us apart.
We are now where our clients need us most.
Global macro-headwinds are ever present,
including a changing political landscape,
trade tariffs and availability of finance. This
adds a level of volatility and uncertainty
which our clients are navigating. This is also
where we can stand up and excel as an
institution.
Our reputation as a reliable partner is driven
by our expertise in providing fast, secure
and effective FX and cross-border payment
solutions in complex environments. We
deliver a strong value proposition for clients,
guiding them through market complexity
while continuing to invest for global growth.
The Group is now a stronger and more
focused organisation, well placed to deliver
sustainable growth and value. I am proud of
what we have achieved together.
Significant market opportunity
The markets we serve are vast and growing.
Africa’s cross border payments exceed $300
billion annually while Latin American and
Caribbean remittance flows surpassed $170
billion in 2025.
As larger institutions eye these
opportunities, our longstanding presence,
local expertise, and strong relationships set
us apart. While some institutions are only
now seeking to return or expand their
footprint, we have consistently supported
clients in these regions, often stepping in
when others have withdrawn. This
consistency of service is an important
differentiator and has built deep trust over
time.
The global digital payments revolution is
gathering pace. There are approximately 1.1
billion mobile wallets in Sub-Saharan
Africa(1) and 37% of adults in Latin America
and the Caribbean have a mobile-money
account(2). We embrace these trends
through investments in solutions such as
Automated Clearing House (ACH) rails,
delivering faster, lower-cost payments to
multiple endpoints including mobile wallets.
We are also exploring how we can help
deliver blockchain-based payments,
including central bank-backed stablecoins.
Stablecoin networks are expanding rapidly
and are growing in significance in the
markets which we serve. We want to be on
the front foot as regulation develops in this
space to ensure we are providing clients
with the serve they need. As regulatory
reforms like the Pan-African Payments and
Settlement System promote greater
interoperability, we are investing in modern
infrastructure to enhance liquidity and
connectivity.
1Finance in Africa. July 2025
2World Bank. July 2025
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Financial
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Chief Executive Officer's Review continued
Strategic Progress
Our four-pillar strategy focusing on clients,
network, platform and innovation is driving
momentum and robust financial results. In
2025, we achieved significant milestones.
Critically, we have shifted from simply
providing individual products to delivering
comprehensive and integrated solutions – a
change that reflects our broader pivot to
relationship-driven banking. 
Our long-standing relationships with central
banks, recognised by our Global Markets
Awards at the 2025 Central Banking
Awards, provide the foundation for stable,
recurring income. These partnerships, built
over decades, differentiate us from
competitors and underpin the sustainability
of our growth.
Increasing our client base
We are increasingly the partner of choice for
clients. In 2025, our net active client base
grew to 592, up from 546 in 2024. We have
strengthened our position across key client
segments with our banking clients,
recognising our collaborative and transparent
approach. We have repositioned our sales
teams to serve clients through multiple
lenses: geographies, client type and products.
We also significantly improved our client
onboarding times, bringing them down by
40%, delivering a better client journey and
quicker times to monetisation. In 2025, we
grew our average revenue per client from
£193.3k in 2024 to £201k in 2025, reflecting
our push to gain a higher share of wallet from
our existing client base.
Developing our network
Our network of liquidity and nostro
providers expanded to 440 as of
31 December 2025, up from 390 in the
same period last year.
We continually review our relationships to
ensure we can deliver market-leading
pricing and quality for clients. Our banking
licence is a critical differentiator and
fundamental to our relationship-driven
model and building our network. Local
banks engage with us as a regulated peer,
not just a service provider.
Our network is strengthened further by
mutually beneficial partnerships, such as
providing international transactional
banking in return for improved liquidity and
pricing. We are delighted to have been
onboarded by another major global bank in
early 2026, who will provide us with USD
clearing services. This specific relationship
enables us to expand transaction volumes
and improve ease of business, as well as
diversify our essential USD clearing
capabilities.
Enhancing our platform
In 2025, we ramped up our structured
solutions proposition, delivering more stable
fee income and unlocking liquidity for central
banks and corporates, underpinning resilient
revenue flows.
Our expanded product suite now enables us
to, for example, offer FX derivatives and A+
rated deposits, which increase our ability to
meet client need and post-launch, they will
help improve the quality and breadth of our
client conversations. While we have
launched these products we have not yet
monetised these and intend to do so in
2026. We also enhanced our payment
capabilities through ACH rails allowing us to
win more large-scale payment mandates.
Our ACH rails now cover 54 currencies and
have the ability to deliver to billions of
endpoints including mobile wallets, while
significantly lower our cost to serve. Clients
also benefit from unmatched FX versatility.
We can price virtually any currency we offer
against any other, from G10 majors to
frontier markets, giving them access to
corridors others cannot reach.
Our trade finance capabilities continue to
attract new clients and achieve robust
growth, especially in Sub-Saharan Africa
where we help bridge the trade finance gap
that constrains the growth of some of the
region’s most dynamic economies. The size
of the opportunity is significantly more than
our balance sheet capacity, and we are
Number of Active clients (Net)
592
vs 546 in 2024
Number of partners in our Network
440
vs 390 in 2024
developing our syndication and primary
distribution capabilities to originate more of
this important offering, connecting those
with the capital to the demand from
markets.
Investing in innovation
As a regulated bank, we are disciplined in
capital allocation. We invest where we see
returns and every investment is tied to
revenue growth or operational efficiency.
For example, we are developing a stablecoin
proposition for faster, lower-cost payments.
This will align both with our clients needs
and regulatory requirements as they
crystallise. We want to be at the forefront as
this technology develops. It has enormous
potential to enhance flows in our key
markets, but we need to ensure we are
working with central banks and
governmental policy aims.
In the near-term, we will invest in our core
banking platform to enhance client
experience and improve processes. This will
improve processes such as client
management, trading desk management,
payment system integration and onboarding
times. This will enhance operational
leverage which remains an important
strategic driver in our business.
We have repositioned our sales teams to
serve clients through multiple lenses:
geographies, client type and products.”
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Financial
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Chief Executive Officer's Review continued
Our four growth engines
Network
Strengthen the breadth
and depth of network
Clients
Deepen existing relationships
and expand the client base
Platform
Leverage the banking licence to
accelerate FX and Payments growth
Invest & Innovate
Disciplined capital management
to drive growth
Please read more on our Strategy /
Page 16
Financial Performance
I am very pleased to report that our hard
work has delivered improved financial
performance. The year-on-year and half-on-
half income growth is the result of the
commitment of our people, in delivering our
purpose and serving our growing client
population.
As mentioned earlier, Total Income grew
12% year-on-year, ahead of market
expectations. Growth was broad-based
across service lines reflecting strategic
progress as we built stronger relationships
with our existing clients and onboarding
new ones. Net interest income was
marginally down year-on-year as interest
rate cuts in the latter half of the year took
effect. This is a trend we expect to continue
into 2026.
Operating costs, excluding depreciation and
amortisation, increased by 10%. Following
the completion of our strategic restructuring
in early 2025, we have successfully
reshaped our cost base to support growth,
reducing the number of roles in our
organisation by 20% in Q1 and pivoted
investment more into client facing activity.
This demonstrated the true resilience of our
business, with colleagues exhibiting strong
determination during periods of uncertainty,
delivering the overall robust result for 2025.
We have increased client-facing headcount
in New York and Abu Dhabi as well as
London and Amsterdam. While this will lead
to higher operating costs going forward, our
cost base is structured to deliver sustainable
growth and positive operating leverage
over time.
We generated Adjusted EBITDA of £35.2m
for the year-ended 31 December 2025
(2024: £30.8m). Adjusted EBITDA margin
grew to 30% (2024: 29%). With our cost
base now re-baselined and our investment
focus targeted on revenue growth, we have
a strong opportunity to generate further
operational leverage.
Finally, we generated double-digit growth in
profitability with Adjusted EPS growing 9%
to 6.8 pence per share. However, reported
EPS fell 4% to 5.4p per share, reflecting the
one-off costs we needed to incur to
complete our transformation. Overall, a very
pleasing set of results evidencing the value
of our purpose and the effectiveness of the
strategy that supports it. As the global
landscape continues to shift, we enter 2026
with confidence and commitment to our
growth plans.
Outlook
Looking ahead to 2026, we are well-placed
to build on our progress. The strong run-rate
of sustainable revenues, a robust pipeline of
new clients, and ongoing market expansion
provides confidence for further growth.
While the global environment remains
unpredictable, CAB Payments is more
essential than ever to an increasing part of
the global community.
We are expecting to face interest rate
headwinds going into next year, as global
interest rates fall, particularly in the US and
UK.  Overall, we are aiming for high-teens to
low-20s percentage CAGR in Total Income
(excluding Net Interest Income) over the next
three years. This is together with delivering
improving operational leverage.
Our business model is also highly cash
generative and we expect to generate a
significant capital surplus balancing
investing for further growth as well as a
shareholder return programme for which we
will lay out a framework next year.
I wish to thank our colleagues for their
unwavering commitment and support
during this pivotal and transformative year.
Their talent, expertise, and shared ambition
have made this progress possible. We are
well-positioned to deliver further growth,
serve our clients and deliver lasting
prosperity where it is needed most.
Neeraj Kapur
Group Chief Executive Officer
4 March 2026
Looking ahead to 2026, we are well-placed
to build on our progress. The strong run-
rate of stable revenue, a robust pipeline of
new clients, and ongoing market expansion
provides confidence for further growth.”
Further Reading
Discover more in our Sustainability section /
Page 23
Discover more in our Governance section /
Page 53
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Financial
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Appendix
Our Markets
Global macro-economic trends
and strategic responses
Changing Global Macro-Economic Environment
Technology-Driven Payment Programmes
The global macro-economic environment
is undergoing significant transformation,
marked by a move towards increasing
alternatives to USD in global trade. This shift
is accompanied by increased investment
from major Asian and Middle Eastern
economies in Africa, particularly targeting
infrastructure, energy, and fintech sectors.
Our Response
■ Expanding our presence in MENA
offers an opportunity to capture
significant development aid and
remittance flows from the Middle-
East into Africa
■ Expanding our local presence in
Africa to capture new flows and
build local expertise
■ We are now able to offer all
currency crosses with Chinese
Renminbi (CNY) to offer more non-
USD flexibility to clients
■ Enhancing our payment rails to
facilitate multi-channel demand
from clients
■ Increased diversification across
client, products and markets
Empowering cross-border growth
through unrivalled payment
flexibility, local expertise, and
innovative currency solutions.
The financial landscape is rapidly evolving
through the adoption of innovative
technologies and digital assets. Digital
currencies such as stablecoins now underpin
over $14 billion in global transactions(1). 137
countries and currency unions are exploring
or implementing central bank digital
currencies (CBDCs), ushering in the era of
regulated, instant and low-cost payments.
Digital currencies are increasingly
supporting remittances and merchant
transactions in emerging markets. Alongside
this, artificial intelligence is transforming the
sector by automating critical functions such
as fraud detection, compliance, and
customer service, ultimately reducing
operational costs and driving greater
efficiency. There is potential for digital
currencies to disintermediate the traditional
payment and FX markets.
1FXC Intelligence. February 2026
Our Response
■ Developing our ACH rails for faster,
flexible cross-border payments to
billions of end-points such as
mobile wallets, pre-paid cards and
bank accounts
■ Invested in a stablecoin solution to
align to client needs
■ Working alongside regulatory
authorities to ensure a compliant
solution
■ Invested in AI and automation to
optimise processing and customer
experience having already seen an
decrease in client onboarding times
Delivering seamless, innovative
payments through strategic
partnerships, digital currency
solutions, and AI-driven efficiency.
Digital currencies underpinned over
$27 trillion
in transactions in 2025
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Our Markets continued
Repositioning of global aid flows
Competition in Specialist Markets
The global aid landscape is undergoing
a profound shift. Traditional donors from
more developed markets are reducing their
global aid commitments, driven by domestic
fiscal pressures and shifting priorities. In
contrast, nations in the Middle East are
stepping up, channelling funds into
development projects and strategic
investments across Africa. This pivot reflects
a broader diversification of financial
partnerships, creating opportunities for CAB
Payments to strengthen its presence in
corridors linking Africa with the Gulf and
beyond.
Our Response
■ We continue to act as a trusted,
long-term partner to global
development organisations and
service their aid flows
■ Increasing our visibility with
development banking
organisations to facilitate flows
into emerging and frontier markets
■ On-the-ground presence in the
Middle East (via our office in Abu
Dhabi) where the UAE itself has
increased its contribution towards
humanitarian causes, sitting only
behind the USA and EU
Empowering global aid with
trusted expertise, strategic
visibility, and a strong Middle East
presence.
Competition in our markets is intensifying
as global banks selectively re-enter
emerging and frontier economies, seeking
to reclaim ground in cross-border
payments and trade finance. Their renewed
presence reflects growing confidence in
these regions and investment in modern
payment rails. At the same time, fintechs
continue to disrupt by offering agile, tech-
driven solutions – such as mobile wallets
and blockchain-based payments – that
enable financial inclusion in hard-to-reach
markets. This dynamic landscape
underscores the need for CAB Payments to
leverage its regulatory strength, deep local
expertise, and robust network to maintain
leadership while innovating alongside
these evolving players.
Gulf State Aid flows to
UN Humanitarian causes
$6bn(1)
in 2025
vs $3.8bn in 2024
UAE UN aid flows have increased
45%(1)
in 2025 vs 2024
(1) UN OCHA Financial Tracking Service
Our Response
■ We continue to invest in our
specialised network of local
banking partners and liquidity
providers giving us differentiated
access to local currency
■ Our commitment to certain markets
through consistency and longevity
of presence has been recognised
by central and local banks
■ Continue to deepen our network in
existing locations and expand in
new regions
■ Expanding local presence in order
to build strong relationships
Distinctive local expertise, trusted
partnerships, and unrivalled
access – powering global
payments through enduring
relationships.
Increasing competition puts
emphasis on the quality of our
relationships, the breadth of our
network and the safety of our
execution.
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Our Strategy
Building the engine
for growth...
Network
Strengthen breadth
and depth of network
Our global payments and FX 
infrastructure is a key differentiator and
driver of the business. Our dedicated team
are focused on expanding our local market
presence and enhancing our transactional
capabilities in high-growth and hard-to-
reach markets around the world.
Invest & Innovate
Growth through
targeted investment
Our growth is underpinned by disciplined
investment in differentiated, world-class
products across new markets. We
maintain a robust framework to ensure we
respond to evolving client needs and
macroeconomic drivers, while prioritising
scalability and a structurally lower cost to
serve.
Clients
Deepen existing relationships
and expand the client base
We serve a highly diversified international
client base with specialised requirements
across four core segments: banks, non-
bank financial institutions, development
organisations and corporates.
Strengthening existing relationships and
improving cultural alignment remain key
priorities, supported by increased in-
country engagement and the continued
development of a decentralised sales
model.
Unified Platform
Single client access point for
all specialist FX, payments
and banking services
Our relationship-led model draws clients to
our platform, providing access to multiple
products through a seamless execution
experience. Our banking licence further
enables connectivity to hard-to-reach
markets, strengthening our competitive
advantage.
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Our Strategy continued
…positioned to deliver at scale
Network
Strengthen the breadth
and depth of network.
2025 delivery:
■ Added 60 new nostro and liquidity
providers while exiting 15 underutilised
relationships
■ Established direct connectivity with
local partner banks to speed up
payment flows and reduce reliance on
external rails
■ Delivered new ACH payment rails for
54 currencies to offer substantially
reduced transaction costs
■ Added 4 new payment currencies
(124 total)
Priorities:
■ In 2026, we significantly improved our
USD and EUR clearing network with the
addition of a major global banking
partner
■ Enhance quality of network thorough
review of network partners
■ Continue to expand network in new
geographies (e.g. MENA)
Clients
Deepen existing relationships
and expand the client base.
2025 delivery:
■ Continued to increase our client base,
including significant new relationships
in China and the Middle East
■ Added 46 net new active clients in year
■ Expanded our sales coverage team to
service clients in four regions
■ Deepened our relationships with central
banks in key African countries (30
central bank clients)
■ Supported IDO clients through market
uncertainty (£41.9bn of FX volume
traded)
Priorities:
■ Continue to grow client base and
reduce client concentration
■ Develop relationships with new central
banks
■ Grow sales coverage to provide depth
in on-the-ground coverage (e.g. MENA,
Americas and Sub Saharan Africa)
■ Continue to develop wider client
offering to grow wallet share
Platform
Leverage the banking licence to
accelerate FX and Payments
volume growth.
2025 delivery:
■ Expanded global reach with local
presence in US and the Middle East
■ Expanded choice through offering all
currency pairs in CNY
■ Expanded our deposit offering as well
as our range of treasury and hedging
capabilities
■ Created trade finance solutions to
support more clients
Priorities:
■ Scale up primary and secondary
syndication solutions for trade-finance
■ Drive volume growth in derivatives and
deposits
■ Expand use of new payment rails e.g.
ACH and mobile wallets. Further
expand direct connectivity to partner
banks
Invest & Innovate
Disciplined capital management
to drive growth.
2025 delivery:
■ Pivoted 65% of capital expenditure to
support new product and services
development
■ Enabled new client offerings products
including FX Derivatives and
Guaranteed deposit facilities
■ Developing a CAB stablecoin
proposition
Priorities:
■ Growth in capex to support new
products and revenue streams
■ Investment to modernise our core
platforms to create scalability
supporting our growth plans and speed
to market
■ Test and launch stablecoin product
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Our Strategy in Action
Local business. Global presence.
Q&A with our CEOs of Americas and MENA
Jeff Angard
CEO Americas
With over two decades of experience in
Foreign Exchange, Jeff brings a wealth of
expertise, leadership, and a proven track
record of success to his new role. Jeff is a
seasoned professional with extensive
knowledge of Emerging Markets and a
wide network of global market contacts.
His career spans leadership roles at top
financial institutions. Most recently, he
served as Head Trader of the Emerging
Markets Desk at Corpay Inc., where he
managed the company’s Emerging
Markets Spot Deliverable FX Desk,
covering over 140 currencies.
Arif Khan
CEO MENA
With over two decades of experience in
corporate finance, Arif has held senior
roles across audit, corporate banking,
investment banking, and private equity.
His career spans both developed and
emerging markets, where he has advised
corporates and institutions on complex
financing structures and strategic
investments. Arif brings a deep
understanding of financial markets,
credit and risk, and cross-border
transactions, having worked closely with
sovereigns, multinational corporates, and
development finance institutions.
What struck you about our
approach when you joined?
Jeff: I've spent most of my career in FX
focusing on fast growing markets. What
struck me most has been the level of trust
clients have developed in Crown Agents
Bank. My very first client call was with a
high-profile NGO and I heard just how much
they relied on our local market expertise.
We’re not seen as just another liquidity
provider. We’re a trusted partner so they
openly shared their ongoing challenges and
were open to our proposed solutions.
Arif: Our purpose and our role. We serve
real economy flows into emerging markets
others find too complex and we do it with
discipline. Opening in Abu Dhabi isn’t just
about Gulf liquidity. It’s about positioning
ourselves at the intersection of three
corridors linking the Gulf, Africa and Asia.
That strategic clarity is powerful.
What energises you most about
the region you’re leading?
Jeff: I grew up in South America so the
region isn’t abstract to me, it’s deeply
personal. I understand how business gets
done, what builds trust and why
relationships matter more than pitch decks.
The Americas opportunity is significant
because of the sheer size and the enormous
potential. That potential is here already. The
share of income already from clients
domiciled in the Americas sits at >30%.
Arif: MENA is where global trade is being
reshaped. Bilateral trade between(1) the Gulf
regions and Africa alone was c.$100bn in
2024, and most banks aren’t equipped to
serve them well. We are. What energises
me is that we’ve worked these corridors for
years and now we’re on the ground here in
Abu Dhabi and clients see we’re committed
for the long term. That changes the
conversation from “can you do this trade” to
“how can we work together over the next
decade”.
1Business Insider Africa Feb 2026.
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Our Strategy in Action continued
Q&A with our regional CEOs continued
How does having a physical
presence in these markets change
the way you work with clients?
Jeff: Before New York, we were very credible
but remote. Now, when a client in South
Florida for example, needs to move quickly,
they know we’re in the same time zone,
available to meet, able to respond, and in
English, Spanish, French or Portuguese.
Arif: Local presence transforms us from
provider to true partner. Compliance
conversations move faster, onboarding is
smoother, and we understand local
regulatory nuance in a way you simply can’t
from London. We were recently approached
specifically because of our presence in
Africa and the strength of our long-standing
relationships with central banks across
the region.
What differentiates us from other
regional providers?
Jeff: Three things. First, we’re regulated to
the standards clients expect. Second we’ve
been doing this for nearly two centuries. It
means we’ve seen cycles and navigated
crises. We’ve developed deep relationships
with central banks across the region which
enables access to local currency liquidity our
rivals couldn't match. Third, we lead with
relationships. We're not trying to win on
price or volume; we win because clients
trust us.
Arif: We have the regulatory standing and
global reach of a larger institution, and we
concentrate on corridors others overlook or
underestimate. When a client in the Gulf
needs to move funds into Sub-Saharan
Africa, we’re the only credible option that
combines bank-grade assurance with
genuine, on-the-ground local expertise.
What does success look like
over the next two to three years?
Jeff: Success means our clients in the
Americas see us as their first call. That
means we build the right type of quality
client base, whether it be development
organisations, local banks in LATAM or
remittance companies.
Arif: To be recognised as the hub for
institutional flows between the Gulf, Africa
and Asia. That means trusted client
relationships, strong franchise partnerships
and sustainable income growth. Our
ambition in this region is to be the partner of
choice for institutions operating across these
corridors: known for reliability, regulatory
strength and the depth of our local
relationships.
I understand how business
gets done, what builds trust
and why relationships matter
more than pitch decks.’’
Jeff Angard
CEO Americas
We have the regulatory
standing and global reach
of a larger institution, and we
concentrate on corridors others
overlook or underestimate.’’
Arif Khan
CEO MENA
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Key Performance Indicators (KPIs)1
In 2025, we reviewed our Key Performance Indicators (KPIs) to ensure they align with the Group’s strategic priorities and provide stakeholders with more meaningful insights. As part of this
review, we removed Capital and Surplus, Operating free cash flow, Income per client, number of clients and replaced with Cost: income ratio, capital expenditure, adjusted EBITDA/Average
FTE and Average Deposits to align with the new performance measures. These measures reflect how management monitor and track performance of the business throughout the year.
2025
2024
2023
2025
2024
2023
Total income
£119.0m
2024: £106.4m
2025
2024
2023
Reported PAT
£13.6m
2024: £14.2m
EPS / Adjusted EPS
5.4p / 6.8p
2024: 5.6p / 6.3p
2025
2024
2023
2025
2024
2023
Adjusted EBITDA / Adjusted EBITDA margin
£35.2m
2024: £30.8m
2025
2024
2023
Adjusted EBITDA / average FTE
£97k
2024: £81.4k
Adjusted cost: income ratio
79%
2024: 80%
1For definitions and calculations please see the Alternative Performance Measures and Key Performance Indicators on page 196.
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Key Performance Indicators (KPIs)1 continued
2025
2024
2023
2025
2024
2023
Wholesale FX and payments FX volumes
£41.9bn
2024: £37.2bn
2025
2024
2023
 
Number of unique active clients
592
2024: 546
Number of banking partners
440
2024: 390
2025
2024
2023
Average deposits
£1.5bn
2024: £1.4bn
2025
2024
2023
Gender diversity in management
24%
2024: 28%
2025
2024
2023
 
Development aid flows
£2,353m
2024: £2,728m
1For definitions and calculations please see the Alternative Performance Measures and Key Performance Indicators on page 196.
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Responsible Business
Beyond sustainability: a broader
Responsible Business agenda
This year, the Group shifted from a ‘sustainability’ focus to a broader
‘Responsible Business’ approach, embedding governance, social, and
commercial priorities into strategy. Guided by the Board and Responsible Business   
Sub-committee, responsibility now drives innovation, value, and trust. Insights
from the 2024 double materiality assessment shape current priorities and
investments ahead of the 2026 review.
Other Reports
Please refer to the following
documents for more detailed
information on each section.
Responsible Business Report
www.crownagentsbank/
responsiblebusinessreport
GRI Report
www.crownagentsbank/GRIreport
Task Force on Climate-related
Financial Disclosures (TCFD)
Report
www.crownagentsbank/TCFDreport
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Responsible Business
Responsible Business is central to how
we choose to lead
Responsible Business is core
to the Group delivering prosperity
in the markets we serve.”
Leadership in the Boardroom
This year has marked a significant evolution
in how the Group positions responsibility at
the heart of its business strategy. Guided by
the Board, our sustainability agenda is part
of our broader ‘Responsible business’ focus 
approach that reflects our governance,
social, and commercial commitments.
Our ambition is clear: responsibility must
drive innovation, value creation, and trust.
The Responsible Business Board Sub-
committee has been central to embedding
this ambition into strategic decision-making,
leadership accountability, and transparent
performance measurement – ensuring
Responsible Business supports growth, not
constraint.
Findings from our 2024 double materiality
assessment have deepened our
understanding of priorities across our
people, clients, and partners. These insights
are shaping how we focus effort and
investment ahead of our next planned
review in 2026.
Three Responsible Business priorities guide
our direction:
■ Empowering and protecting our people
and communities
■ Ensuring resilience and trust through
ethical conduct and governance
■ Enhancing commercial value through
responsibility-led performance
Technology and innovation – including the
responsible adoption of AI – are increasingly
vital to delivering against these priorities.
We recognise that new capabilities can
enhance integrity, improve client outcomes,
and create more engaging workplaces.
At the same time, they demand robust
governance to ensure fairness,
transparency, and protection of people’s
rights and data.
These priorities define where the Group is
uniquely positioned to lead – mitigating risk
while strengthening competitive advantage
in a market where expectations are rising.
As we look to the year ahead, the Board will
maintain pace and purpose – continuing to
strengthen our role as a responsible
employer, trusted partner, and business that
delivers performance the right way.
This year we are proud to:
■ Achieve a Platinum EcoVadis rating,
placing the Group in the top 1% of banks
globally for sustainability performance.
■ Strengthen Board oversight and
accountability through targeted
Responsible Business training for
Directors.
■ Demonstrate our commitment to social
impact through Company-wide charity
initiatives that support our communities.
■ Deliver Responsible Business capacity-
building and knowledge-sharing
programmes for African Central Bankers,
contributing to stronger, more resilient
financial systems across the region.
Looking to 2026, our efforts will remain
focused on embedding sustainability deeper
into governance and strategic direction,
enhancing the commercial impact of our
Responsible Business initiatives, and
strengthening collaboration across the
industry. By aligning Responsible Business
with our commercial objectives, the Group is
well-positioned to capture growth
opportunities, build resilience, and deliver
lasting value to clients, stakeholders, and
communities.
Susanne Chishti
Chair of Responsible Business Board
Sub-committee
Further Reading
See our Burkina Faso case study
Page 28
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Responsible Business continued
Further Reading
www.crownagentsbank.com/sustainability
Responsible Business Governance
CAB Payments Holdings plc’s
Responsible Business Governance
team operates at the heart of the
Company’s commitment to
responsible, sustainable growth.
Governed by the Board’s dedicated
Responsible Business Sub-committee,
comprising members of the Board of
Directors, oversight is supported by
executive leaders, including the Group
COO and CRO, who ensure ESG
considerations are fully integrated into
the Company’s strategy and
operations. Day-to-day accountability
is shared across a cross-functional
Executive Responsible Business team,
featuring professionals such as the
Head of Responsible Business, working
collaboratively to align our performance
with CEO’s leadership vision and the
Company’s strong alignment to
certifications.
Anchored by rigorous frameworks,
spanning B Corp impact assessment,
EcoVadis Platinum rating, and UN
SDG-aligned goals, the team drives
transparent reporting, robust risk
management, and inclusive stakeholder
engagement to balance environmental,
social, and governance imperatives
across the Group’s global payment
services.
The Responsible Business Board Sub-committee is not an official committee of the Board but a designated assignment
consisting of two CPH Board members: Susanne Chishti, serving as the Chair, and Karen Jordan, as Non-executive Board Members,
with Clare Davies, the Chief Risk Officer (CRO), Stuart Houlston, Chief Operating Officer (COO) and Charlie Bronks,
Head of Responsible Business, as standing attendees from CAB Payments.
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Further Reading
www.crownagentsbank.com/sustainability
Responsible Business is now a defining
element of CAB’s market proposition. It
differentiates us with clients, strengthens
bids, and enhances stakeholder trust.
Our strongest growth opportunities emerge
where clients see alignment with their own
sustainability and resilience priorities. This is
reflected in new business wins, deeper
partnerships built on shared values, and
stronger advocacy from colleagues, clients,
and investors.
Our approach integrates social impact
including workforce wellbeing and
equitable opportunity with environmental
responsibility. We continue to invest in
technology and data solutions, including
AI-enabled insights, to improve delivery
quality, transparency, and efficiency.
Looking ahead, we will further enhance
commercial performance through
responsible delivery, measurable impact,
and clear governance.
Through our active role in the UN Global
Compact Network UK, CAB helps shape
responsible business leadership across our
industry, a contribution we are proud
to represent.
Charlie Bronks
Head of Responsible
Business
Governance and Oversight
Responsible Business is a cornerstone of our risk management strategy, protecting long-term value and
sustaining stakeholder confidence. Within the Risk function, our focus is on ensuring the organisation has
the resilience, controls, and culture to operate with integrity and make confident, well-informed decisions.
Over the past year, we have further
We connect hard-to-reach
markets with the global financial
system, create products to support
emerging economies and grow
commercial value.
We champion equality
and invest in our
people so they can
be their best selves
in work.
We understand
our impact and are
poised to support
crisis and critical
aid flows.
“Our goal is clear: responsibility and performance should be indistinguishable,
each reinforcing the other as we drive sustainable growth.”
embedded Responsible Business principles
into the enterprise risk framework,
integrating Responsible Business
considerations across our approach to
oversight, compliance, financial risk
management and operational resilience.
Focus has been strengthened in data
integrity, fair practices, regulatory readiness,
and supply chain governance, while we also
address emerging risks linked to
digitalisation and the responsible use of AI.
We continue to show that responsible
conduct delivers measurable business
value. By aligning risk management with
strategic growth, we reinforce that sound
governance and ethical operations not only
mitigate risk but also drive competitive
performance and long-term investor trust.
The Responsible Business function,
which reports into Risk, has been
instrumental in advancing this
integration, deepening the alignment
between risk management, culture,
and commercial outcomes.
Together, we are embedding
responsible practices that
strengthen resilience, improve
accountability, and support
sustainable returns for the
long term.
Clare Davies
Chief Risk Officer
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Social Impact Highlights
IDO – Foreign Aid Flows
Emerging Market Payment Flows
Fintech and Corporates Flows
£2.35bn
£13.57bn
£8.3bn
Number of
Currencies
Total TF loans in
emerging markets
Total Community Value (GBP)
124
£623m
£114,139
Volunteering per employee hours
Board – Female Representation
2.28hrs
50%
Charity Partners
S&P score
Top 20%
UNGC
Participant of the
UN Global Compact
Diversity and inclusion data
as at 31 December 2025
This table highlights our Diversity, Equality,
and Inclusion (DE&I) performance for 2025,
reflecting progress on key initiatives to build
a more inclusive workplace. As a signatory
to the HM Treasury Women in Finance
Charter, the Group remains committed to
improving female representation at senior
management and director levels. Additional
information related to FCA UK Listing Rule
6.6.6(9) and UK Listing Rule 6 Annex 1R can
be found in the Nomination Committee
Report (page 66). These disclosures are also
cross-referenced within our 2025
Responsible Business Report, detailing our
approach to diversity, employee
engagement, and wellbeing.
As of 31 December 2025, the representation
of women and men in the Group’s
workplace is as follows:
Total
No of
women
No of
men
Board
12
6
6
Executive Management1
6
3
3
General workforce
325
122
203
General
Workforce
Executive
Management
Board
In 2025, CAB enabled purpose-driven collaboration by hosting
and sponsoring AIR events that supported meaningful dialogue
and stronger global financial health.”
Shelley Anderson,
Chief Development & Impact Officer (EMEAA) of Alliance for Innovative Regulation
n
Women
n
Men
1The Executive Committee including the Company
Secretary but excluding the Executive Directors and
administrative and support staff.
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Environment
Streamlined Energy and Carbon
Reporting (SECR) Disclosures
The GHG emissions were assessed
following the GHG Protocol Corporate
Standard and the 2025 emission conversion
factors published by the Department for
Environment, Food and Rural Affairs
(DEFRA) and the Department for Energy
Security and Net Zero (DESNZ).
The assessment follows the GHG Protocol
dual reporting approach for assessing
Scope 2 emissions from electricity usage.
The operational control approach has
been used.
The Group operates from the News UK
Building and does not have direct
operational control over building energy
procurement, consumption, or metering.
Accordingly, the Group’s energy
consumption and associated emissions are
reported within the News UK Building’s
Streamlined Energy and Carbon Reporting
(SECR) disclosure and represent the Group’s
proportionate share.
Further Reading
www.crownagentsbank.com/sustainability
*Excluding SIC code supply chain emissions.
CAB Payments’ GHG emissions have been externally
verified to reasonable assurance by Carbon Footprint Ltd.
*Tracked scope 3 emissions include: Water, Computing,
WTT, T&D, Waste, Business Travel, Commuting and
Home-Working
Abu Dhabi opened at the end of 2025, New
York in Q4 2025, and Amsterdam is
represented by CAB Europe B.V. (CABE),
with an operational footprint not material for
separate reporting.  Year-on-year absolute
emissions have remained broadly stable
while revenue has increased, resulting in an
improvement in the Group’s emissions
intensity. This reflects a return to a
consistent year on year trend following the
disruption experienced during the Covid
period, as illustrated by the emissions
intensity tracking graph.
The reduction in Scope 1 emissions in the
prior year reflects the 2024 office relocation,
during which emissions were temporarily
recorded across two sites. The Scope 2
emissions were broadly unchanged from
2024. This disclosure is held at a Group
level, with activity-based data used for the
UK office, and offshore estimations reflect
the immaterial operational footprints of Abu
Dhabi, Amsterdam and New York.
GHG Emissions 2024GHG Emissions 2025
n
Scope 1 (tCO2e)
n
Scope 2 (tCO2e)
n
Scope 2 (tCO2e)
SECR Disclosure
Element
2024
2025
Direct emissions (Scope 1) – Natural gas (tCO2e)
109.5
89.2
Indirect emissions (Scope 2) – Purchased electricity (tCO2e)
72.9
73.3
Other indirect emissions (Scope 3) – Hire car travel (tCO2e)
1.1
0.8
Total energy consumed (kWh) (UK Office)
926,486
755,284
Total Natural Gas Energy (kWh)
N/A
455,820
Total Electrical Energy (kWh)
N/A
299,464
Intensity ratio SECR tCO2e (location-based per £m revenue)
1.7
1.4
Intensity ratio: SECR tCO2 e (location-based per employee)
0.5
0.5
Total gross location-based emissions (tCO2 e)
183.5
163.3
Overview of our GHG Emissions
Summary of location-based
results (tCO2e)
2019
2020
2021
2022
2023
2024
2025
Scope 1 (tCO2e)
64.7
13.9
25.3
27.2
42.9
109.5
89.2
Scope 2 (tCO2e)
85.1
29.5
61.9
57.8
62.3
72.9
73.3
Scope 3 (tCO2e)*
1016.1
39.1
127.8
905.2
1616.3
1358.9
1158.0
Total tCO2e
1166.0
82.5
215
990.2
1721.5
1541.2
1320.5
Target (5% reduction from
2019 baseline –
tCO2e per £m turnover)
—
32.4
30.8
29.2
27.8
26.4
25.1
Actual tCO2e per £m turnover
34.1
1.5
3.8
9.1
12.6
14.6
11.1
% difference between actual
and target
—
95.40
87.80
68.90
54.70
44.70
55.8
n
Target
n
Actual
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Facilitating rice imports
into Burkina Faso
A landlocked country in West Africa, Burkina
Faso faces simultaneous climatic and
security challenges. 
Despite efforts to ensure food security and
promote agropastoral initiatives, the number
of people experiencing food insecurity is
estimated at 2.7 million, according to the
UNOCHA Burkina report (United Nations
Office for the Coordination of Humanitarian
Affairs). Climate change further exacerbates
the situation, especially since agriculture
employs 80% of the population.
In Burkina Faso, Crown Agents Bank
partnered with Société Générale Burkina
Faso – Member of the Vista Group – to
facilitate the confirmation of letters of credit
and provide trade refinancing loans. 
Facilitating Rice Imports
Rice is the fourth most produced cereal in
Burkina Faso, yet local demand is met
through 60% imports. Over the course of a
year, Crown Agents Bank completed seven
transactions totalling over €47 million. These
operations played a crucial role in supporting
rice imports by ensuring exporters and
importers had timely access to funds. 
Through these trade finance instruments,
Crown Agents Bank helped stabilize the rice
supply chain, contributing to regional food
availability and demonstrating the bank’s
commitment to facilitating imports and
cross-border payments.
Crown Agents Bank’s Influence
With recognised expertise in environments
characterised by complex economic and
logistical challenges, Crown Agents Bank is
well-positioned to provide effective financial
solutions that support smaller markets and
move money where it’s needed. Our
commitment is demonstrated by our ability
to facilitate the movement of funds where
they are most needed and to deliver
practical, impactful services in challenging
environments.
Embedding responsible business into
our core strategy sharpens our
competitive edge while ensuring we
create durable value for clients and
stakeholders.”
Crown Agents Bank completed
seven transactions totalling
more than
€47 million
www.crownagentsbank.com/sustainability
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Task Force on Climate-related Financial Disclosures
(TCFD)
The Group is consistent with all 11 TCFD requirements related to the governance, risk management, and metrics and targets pillars. The Group has met the disclosure
requirements for parts ‘a’ and ‘b’ of the strategy pillar. However, it has not provided the recommended disclosures for part ‘c’, which involve completing a 2 °C scenario
analysis. This is attributed to the fact that climate-related risks did not have a financially material impact on the Group in 2025. The Group will undertake a 2 °C scenario
analysis when impact exceeds the materiality threshold, in accordance with best practice, which is explored in more detail later in the report.
Governance
The Group has developed a robust governance framework to identify, assess and manage
climate-related risks and opportunities, aligned with the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD). The Board recognises that climate
change presents material financial risks and opportunities for the Group and has formally
embedded consideration of environmental, social and governance (ESG) matters into its
agenda, with ESG discussed at least twice during each financial year.
The Board provides oversight of the identification, assessment and escalation of climate-
related risks and opportunities, ensuring these are integrated into strategic decision-
making. Operational responsibility for risk management sits with Executive management,
not the Board, and the Governance disclosures reflect this distinction while meeting TCFD
requirements.
In 2023, the Board established a Responsible Business Board Sub-committee, chaired by
an independent Non-executive Director, to provide focused oversight and challenge on
ESG-related matters and to support the Board in discharging its responsibilities in this
area. The Board retains overall accountability for overseeing the long-term impacts of
climate-related risks and opportunities on the Group’s strategy, business model and risk
appetite.
To ensure ongoing capability and effective oversight, mandatory environmental and
climate-related training is provided to Board members on an annual basis.
In addition, required Board environmental training is provided annually.
Executive-level responsibility for ESG matters sits with the Chief Risk Officer (CRO), who
also acts as the Executive Committee Responsible Business Champion.
Governance continued
The CRO provides regular updates to the Risk Committee and the Board on climate-
related developments, including relevant external events, stakeholder impacts and the
integration of climate considerations into the Group’s business strategy, where
appropriate. Formal reporting and escalation mechanisms are in place to ensure that
material ESG and climate-related issues are communicated promptly to the Board and its
committees, supporting effective oversight, transparency and accountability. To clarify,
the Board’s role is oversight of climate‑related risk identification, assessment and
escalation rather than day‑to‑day risk management.
These mechanisms include: Enterprise Risk Management Framework (ERMF): The Group
operates a comprehensive ERMF that provides the Board and senior management with a
consolidated, Group-wide view of material risks, including climate-related risks. It aligns
the overall strategic and commercial objectives approved by the Board whilst supporting
the effective management of risks. The ERMF is aligned to the Group’s strategic and
commercial objectives as approved by the Board and supports the consistent
identification, assessment and management of risks across the organisation. The
framework is designed to quickly surface emerging risks, strengthen mitigation efforts,
and enhance oversight of key vulnerabilities, minimise potential adverse impacts while
enabling positive outcomes for key stakeholders, and to ensure compliance
with applicable legal and regulatory requirements in all jurisdictions in which the Group
operates.
Risk Appetite Statement & Tolerance Limits (RAS & TL): The Board is responsible for
setting the Group’s long-term strategy, defining the markets in which it operates and
determining the level of risk the Group is willing to accept in pursuit of its objectives. The
Group’s risk appetite is clearly articulated through its Risk Appetite Statement and
associated Tolerance Limits, which establish clear parameters for the management of the
Group’s ‘level 1’ risks, including those arising from climate-related factors.
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Risk & Control
Identified ESG risks are mapped to the Group’s Level 1 and Level 2 risk taxonomy and are
initially assessed on an inherent risk basis, reflecting the potential impact and likelihood of
the risk in the absence of any mitigating controls, including impacts arising through credit
exposures, capital and liquidity, and financial performance, as well as operational
disruption.
Key controls designed to mitigate these risks are then identified and assessed for design
and operating effectiveness. This assessment informs the determination of the residual
risk position, taking into account the extent to which controls mitigate the inherent risk.
Controls may include credit and financial risk management measures alongside
operational and compliance controls. All ESG risks captured across the ERMF, RCSA and
RAS/TL are assessed consistently in accordance with this framework, supporting
comparability, transparency and effective risk management across principal risk types.
The Chief Risk Officer (CRO) holds delegated overall responsibility for the management of
climate-related risks, with day-to-day operational responsibility delegated to the Head of
Responsible Business, Charlie Bronks. Regular and structured updates are provided by
the Head of Responsible Business to the CRO, and subsequently escalated to the
Executive Risk Committee (ERC) as appropriate. This governance structure ensures clear
ownership, effective challenge and timely escalation of climate-related risks within the
Group’s risk management processes.
A formal Responsible Business Working Group, chaired by Charlie Bronks, meets at least
four times per financial year and includes senior representation (Vice President level and
above) from across the organisation. The Working Group provides a cross-functional
forum to ensure ESG considerations are consistently identified, integrated into decision-
making, and translated into actionable outcomes across the Group’s operations, risk
management and strategic planning activities.
Strategy
In 2024, The Group completed its inaugural Double Materiality Assessment (DMA). The
Group undertakes a DMA at least every three years, or more frequently where there are
material changes to the business or external environment, to identify ESG topics that are
both financially material to the business and impactful to stakeholders. This process
evaluates:
■ Impact materiality – how our operations affect people and the environment.
■ Financial materiality – how those impacts create risks or opportunities for the business.
Strategy continued
To ensure best practice, the assessment was conducted with support from an external
specialist adviser. The DMA followed the European Sustainability Reporting Standards
(ESRS) and aligns with the Corporate Sustainability Reporting Directive (CSRD), the
Global Reporting Initiative (GRI), and the TCFD framework.
The assessment included stakeholder mapping, thematic analysis, and a materiality
workshop with the ESG Working Group. Outputs were prioritised using the Group’s ERMF
and presented in a Materiality Matrix that informs our strategic focus and disclosures.
The Group has conducted assessments of climate-related risks, identifying actual and
potential risks such as liquidity and capital risk, and physical risks such as floods, tropical
storms and hurricanes. While this section is necessarily risk‑focused, this reflects the TCFD
Strategy pillar, which requires disclosure of climate‑related risks and opportunities, their
impacts on the organisation, and the resilience of our strategy.
The Group’s risk assessment strategy considers a 12-month period when considering
short-term risk assessment. In addition, the Internal Capital Adequacy Assessment
Process (ICAAP), under stressed conditions, considers five, 25 and 100 year periods for
long-term operational risk assessment. Accordingly, for the purposes of climate-related
risk assessment and public disclosure, the Group defines the medium term as one to five
years, consistent with its classification of short term as less than one year and long term
as five years and beyond, including assessment points at 25 and 100 years.
Within our annual ESG budget, we include a carbon offsetting budget to help mitigate the
emissions that are either unavoidable or in the process of being reduced as we continue
towards 2050. For the wider risk strategy, monetary value has been attributed to the ESG
risks within the aforementioned RAS, TL, ERMF, and RSCA, which is considered within the
wider Group budgets. The Group acknowledges the importance of monitoring and
managing these risks to ensure financial resilience and operational continuity in
conjunction with increasing climate-related events.
The Group has assessed the impact of climate change on capital within the pillar 2B
assessment for prudential risk. This evaluation considers climate stress in conjunction with
broader market stress, ensuring a holistic understanding of potential impacts. The
conclusion is that climate change represents a negligible impact and that these risks are
not material. The potential impacts of climate change on the prudential risk profile
(including capital adequacy and liquidity) are viewed as being absorbed within the Risk
Appetite Statement.
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Strategy continued
From an internal perspective, climate-related materiality is expected to increase as
transition factors intensify. ICAAP and ILAAP are expected to experience no material
change, as the time horizons and loan tenors result in a low exposure to climate-related
risk.
We consider physical risks will have the most likely impact on the Group and its clients but
have determined that the impact will remain low due to the nature, size, and complexity of
the business. We have also continually considered transition risks, and we maintain our
determination that there is no material impact on the business. This is explored further in
the Liquidity and Capital section of the TCFD.
We recognise the dynamic nature of climate-related risks, our expanding revenue streams
and international regulation, so we will continue to assess this status.
Impact of the Business on the Environment and Environmental Matters
The Group’s activities have an environmental impact primarily through energy use,
business travel and supply‑chain‑related emissions. We continue to integrate
environmental considerations into governance, risk management and operational
decision‑making in line with TCFD requirements. Our environmental impacts, including
Scope 1, Scope 2 and material Scope 3 emissions, are monitored annually, with data
externally verified to reasonable assurance by Carbon Footprint Limited to provide
confirmation over accuracy and year‑on‑year comparability.
Environmental Policies
The Group has an Environmental Management Policy that sets out our commitments to
minimising environmental harm, improving energy efficiency, managing waste responsibly
and embedding sustainable procurement practices. This policy is reviewed regularly to
ensure alignment with regulatory frameworks including TCFD, SECR and wider ESG
expectations.
Effectiveness of Environmental Policies
The effectiveness of our environmental policies is assessed through quantitative
performance indicators (including GHG emissions, intensity metrics and energy
consumption) and qualitative reviews conducted through established governance forums.
Regular reporting to executive committees and the Board ensures oversight of progress
and supports policy refinement where required. Current performance trends indicate that
our controls and processes are effective in managing our operational environmental
footprint, with identified enhancements –such as improved data granularity and
expanded Scope 3 coverage – already incorporated into our forward plan. 
The Group is aware of its potential positive impact on those affected by physical climate-
related events. By leveraging established relationships with IDOs, NGOs and charities, the
Group aims to support the allocation of resources where they are most needed. We report
annually on the total foreign aid flows facilitated by the Group as a Social Impact Metric
and KPI. For 2025, this amounts to £2.5 bn.
The potential financial benefits the Group may accrue as a result of increasing severity
and frequency of physical climatic events have not been quantified. However, it is likely
that both FX services and international remittances will see increased volumes with no
significant incremental cost. 
Given that our business services range from immediate spot FX to trade finance loans
typically of up to six months, climate-related risks and opportunities are primarily short-
term. This is reinforced by the analysis in the Strategy section, where stressed conditions
consider five-, 25- and 100-year periods for long-term risk, which continues to indicate
low materiality in the medium and long term.
Throughout 2025, we continued to assess the impacts of climate-related risks across the
Group’s business services.
During the year, we closely tracked a steady rise in Trade Finance revenue, a business line
with heightened exposure to climate-related impacts. Following our year-end review, this
growth has now exceeded an internal revenue threshold.
During the year, growth in this service line triggered an internal review threshold,
prompting a reassessment of potential climate-related risks. While climate-related
financial risk remains not currently material, the scale and trajectory of the activity now
warrant further analytical assurance. As a result, the Group will undertake a dedicated
2°C climate scenario analysis for Trade Finance in 2026 to support ongoing risk
monitoring and governance.
We have continued to monitor all climate-related risks, supported by the scenario
assessments completed as part of the 2024 ICAAP and ILAAP processes.
Based on 2025’s findings, we will conduct our inaugural 2°C scenario analysis in 2026.
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Risk Management 
The Group’s ESG risk management approach is embedded within its Enterprise Risk
Management Framework (ERMF), where climate risk is classified under Business Risk and
assessed using the Group’s materiality matrix. The responsibility for identifying top and
emerging risks is shared among all stakeholders, with clear accountability designated to
the respective risk owners. This inclusive process is integrated into all business
development and execution projects, ensuring a holistic and dynamic approach to risk
management. The Group places a particular emphasis on climate change risks as a critical
component of its risk management strategy. The climate change risk assessment is
subject to review and updated at least once per calendar year. The findings of this
assessment are presented to the ERC for review and challenge. This commitment to
transparency and accountability in the risk management process underscores the Group’s
dedication to effectively addressing climate-related risks.
The CRO is responsible for overseeing the management of the Financial Risks from
Climate Change. During 2025, there were no material physical climate events that
impacted the Group’s liquidity or capital.
In our strategic approach to managing risk, we align our strategy to address the diverse
nature and timeline of different impacts.
As part of our scenario analysis, for ICAAP purposes, climate change risks are considered,
however, where risks are not assessed as severe and plausible, they are excluded from
stress scenarios.
We incorporated geographic impacts as part of our Risk Control Self Assessments,
employing horizon scanning on a 12-month cycle to identify trigger events, alongside an
ICAAP scenario that considers severe yet plausible risks through long-term analysis and
stress testing.
Anti-Greenwashing Statement: CAB Payments Holdings PLC is committed to ensuring
that all climate-related disclosures are accurate, evidence-based, and free from
greenwashing. All greenhouse gas (GHG) emissions data is verified to reasonable
assurance annually by an independent third-party, currently Carbon Footprint Ltd, a
practice in place since 2020.
Our Annual Report is developed and published in partnership with Emperor. For
sustainability-related assurance, our emissions are audited by Carbon Footprint Limited.
In addition, the Sustainability team undergoes an annual internal audit conducted by
Grant Thornton, which includes a review of ESG procedures, data integrity, and
identification of any risks, including those related to greenwashing.
Together, these layers of assurance reflect our commitment to transparency and
accountability. The Group confirms that all statements made within our climate-related
disclosures are accurate, verified, and supported by evidence.
Liquidity
Liquidity stresses are, by their nature, sudden and extreme and therefore physical climate
change risks are deemed more relevant to liquidity risk than transition risks.
On 3 December 2025, the Prudential Regulation Authority replaced SS3/19 with
Supervisory Statement SS5/25, effective immediately, alongside Policy Statement
PS25/25.SS5/25 clarifies expectations on governance, scenario analysis, disclosures and
data quality. In accordance with PRA SS5/25’s instruction to consider the financial risk
caused by climate change events, the Group has modelled and assessed the potential
impact of a severe physical climate change event on the top 20 nations identified as most
vulnerable to climate change, using the Notre Dame Country Climate Change Vulnerability
Index.
As part of the modelled scenario undertaken within the 2024 ILAAP review, deposits from
entities domiciled in these countries are assumed to be withdrawn immediately,
irrespective of their term structure. This assumption resulted in c.£170m of deposits being
withdrawn and an impact to the LCR of only 3.2%, reflecting that the majority of the
deposits withdrawn were from financial institutional clients.
It should be noted that the Group does not have deposits from all the countries listed in
the top 20 list of nations most vulnerable to climate change risks; as such, fewer than 20
geographies are represented in this analysis.
Statement on ILAAP: The balance sheet remains highly liquid in nature, which combined
with the composition of the depositor base, allows management to feel confident the
organisation is highly resilient to a stress of this nature.
Capital
As the Group does not write long-term client loans, the business is resilient to transition-
related climate change risks. All trade finance loans have an original maturity of less than
one year with the vast majority having an original maturity of less than six months.
Consequently, any deterioration in credit quality of a counterparty due to transitional climate
change risks is unlikely to be material during the duration of the loan.
Facilities are typically uncommitted, allowing the Group to withdraw funding at any time
based on performance, with terms embedded in the agreement and reviewed during
onboarding. Credit risk is monitored in line with the Group’s Credit Policy, which defines
thresholds for significant increases in risk.
Reputational risk is also assessed during onboarding, with exclusions applied to certain
industries and human rights concerns, as defined in the Financial Crime Compliance (FCC)
framework. Ongoing reputational reviews are conducted by the Know Your Client (KYC)
team to ensure continued compliance.
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Capital continued
The Group does not directly finance producers of goods. All trade finance activity relates
to secondary market transactions, which further mitigates exposure to climate-related
risks in primary production sectors.
Every facility is subject to an annual review, which includes a comprehensive assessment
of creditworthiness. These reviews are used to confirm, curtail or recommend changes to
credit limits, based on updated risk assessments.
To understand the impact on CAB Payments of a standalone climate-related stress, the
following scenario was modelled:
Trade finance counterparties resident in geographies assessed as materially at risk of
being detrimentally impacted by climate change default; and
Revenue increases in FX and payment revenue reflect increases in IDO and remittance
activity as a result of heightened climate change related disaster relief efforts: on a pre-
management actions basis, the low point Common Equity Tier 1 (CET1) ratio remains
materially above the Group’s internal risk appetite, before rising in outer years when the
impacts of higher revenue are recognised in the capital base.
Our Expected Credit Losses (ECL) methodology incorporates climate and ESG factors
through Oxford Economics’ Global Economic Model, which underpins IFRS 9 scenarios.
The model includes carbon pricing, damage functions and policy levers to capture physical
and transition risks. Climate impacts enter GDP forecasts via three channels:
Baseline GDP reflects productivity losses from warming through country-specific damage
functions.
Second-round effects from demand shocks influence fossil fuel use and emissions.
Historic forecast errors capture volatility from past climate disasters, widening scenario
dispersion.
While most non-linear climate impacts occur after 2035, our approach ensures near-term
risks are embedded. We continue to refine modelling as climate change becomes more
economically significant.
Capital continued
In summary, the climate change impact of the stress is relatively muted due to the timing
of the stress and the absence of a material loss outcome. The credit loss assumed to be
suffered is relatively immaterial due to the construct of the balance sheet at the assumed
start date of the stress (30 June 2024) with comparatively low levels of credit exposure to
counterparties resident in the most vulnerable geographies. The higher revenues drive the
capital ratio higher when recognised in the capital base in the outer years, whilst the
capital deduction due to late settling FX spot deals is reversed in the subsequent month
due to an assumed re-establishment of the relevant banking infrastructure. Management
have reassessed the aggregate exposures to those geographies deemed to be most
susceptible to climate change as at the end of December 2024 and while these exposures
have increased, the magnitude of them is still lower than the surplus capital held by the
Group to its TCR. This analysis concludes that prior to any management actions, the
Group comfortably meets risk appetite under the modelled climate scenarios. We continue
to monitor our capital position in relation to the Financial Risks from Climate Change and
any significant changes are reported to the relevant governance committee for
appropriate challenge and review.
Metrics and Targets
GHG emissions
The Group uses Scope 1, Scope 2 and Scope 3 (travel and commute) GHG emissions to
assess climate impact. Energy consumption metrics and a breakdown of energy sources
are disclosed on page 27, aligning with our dedication to sustainable practices and SECR
reporting requirements.
We track Scope 3 emissions across a defined set of categories: water usage, computing,
well-to-tank (WTT), transmission and distribution (T&D), waste, business travel, employee
commuting, and home-working. These tracked categories form the basis of our current
Scope 3 emissions profile, consistent from our 2019 baseline.
As part of our expanded GHG capabilities, we have introduced a spend-based analysis
using SIC codes to estimate emissions across our supply chain. This approach is now in its
second year and is helping us identify priority suppliers for more accurate reporting.
However, as this methodology is still maturing and based on industry averages, it does
not yet form part of our baseline. Once data quality and supplier-specific reporting
improve, we will re-baseline our Scope 3 emissions to reflect the expanded scope. Our full
emissions disclosure, targets, and verification statements are found of page 27.
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Metrics and Targets continued
GHG emissions continued
We have aligned our emissions reduction target with the Science Based Targets initiative
(SBTi), a globally recognised standard developed in partnership with the United Nations
Global Compact (UNGC), the World Resources Institute (WRI), CDP, and the World Wide
Fund for Nature (WWF). 
The Group’s science-based target is a GHG emissions reduction target that is consistent
with the level of decarbonisation required to limit global warming to 1.5°C compared to
pre-industrial temperatures, as described in the Intergovernmental Panel on Climate
Change (IPCC) Assessment Reports.
The Group has committed to achieve Net Zero emissions for 2050, supported by interim
and ongoing targets.  These include a 46% reduction in tracked Scope 1 and Scope 2
emissions by 2030 from a 2019 base year. Our 2030 targets are to reduce absolute
emissions to 35 tCO2e for Scope 1 and 46 tCO2e for Scope 2.Our baseline greenhouse
gas emissions were 64.7 tCO2e for Scope 1 and 85.1 tCO2e for Scope 2. In the 2025
reporting year, Scope 1 emissions totalled 89.2 tCO2e and Scope 2 emissions totalled
73.3 tCO2e. This represents an increase of 24.5 tCO2e in Scope 1 emissions and a
reduction of 11.8 tCO2e in Scope 2 emissions against the baseline. To achieve our 2030
targets, Scope 1 emissions must decrease by 54.2 tCO2e and Scope 2 emissions by 27.3
tCO2e from 2025 levels. Progress will continue to be monitored annually to track
performance against these defined reduction pathways.
In addition, a minimum 5% year on year reduction in total Scope 1, 2 and 3 GHG
emissions per £1 million of revenue (55% ahead of the 5% reduction target), and a
commitment to procure at least 75% of energy from renewable sources by 2030 (40%
renewable energy in UK Main Office). For our progression, please review our full emissions
report on page 27.
The Group is still defining the full scope of the 2050 target. Our transition planning covers
Scope 1, Scope 2 and Scope 3, and the final boundary for the 2050 goal will be set once
our full Scope 3 assessment is completed.
We are also defining what net zero means regarding residual emissions. We continue to
prioritise absolute reductions and use removals and offsets for emissions that cannot be
reduced. The expected residual emissions in 2050 will be set once long term reduction
pathways are confirmed.
Metrics and Targets continued
GHG emissions continued
The energy and carbon emissions disclosed in this statement are for the duration of the
reporting year 1 January to 31 December 2025, from facilities over which the Group has
financial control and are prepared in line with GHG Protocol corporate standard. 
The Group has not identified any material risks within Scope 1, Scope 2 or the currently
tracked categories of Scope 3 emissions within its carbon footprint.
As a member of the UNGC UK, with our Head of Responsible Business Charlie Bronks
serving as a Board trustee, we are committed to embedding best practice in climate
leadership.
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Financial Review Q&A
Q&A with James Hopkinson
You joined during a period of
significant change. What's different
about the Bank today compared to
a year ago?
I joined at a moment when the business was
asking hard questions about itself. What are
we good at? Where do we have the right to
win? What should we stop doing? That
reset was uncomfortable and necessary.
What's different now is our clarity of
purpose and with that, improving
performance. Today, there's genuine
alignment: we know who we serve, how
we create value and where we're investing.
The best things about our culture haven't
changed. We are purpose and client led and
are now even more disciplined about where
our energy goes.
What are the stand-out things
you have noticed during your first
year here?
First, how genuinely differentiated this
business is. Our licences, our network and
our history in markets others find too
difficult. That combination is hard to
replicate. Many of our relationships span
decades – rare in financial services – and
speaks to the deep trust we build. Secondly,
the loyalty and commitment from our clients
and our own teams. Some of our client
relationships are older than my career.
Internally, people have stayed through
change because they believe in what we're
building.
What are the key takeaways
from your 2025 performance?
The strategy is working. We returned to
income growth, we're more diversified
across products and geographies and most
critically, the second half of the year was
stronger than the first. That acceleration
matters because it shows momentum. The
headline is that our growth is relationship
driven. We're seeing repeated volumes from
clients across a broader range of corridors
and products and client retention is 92%.
That's not a one-off. It's sustainable.
What gives you confidence in the
sustainability of the performance?
I can trace it back to client behaviour, not
market conditions. If our growth depended
on just a favourable rate environment or a
single large trade, I'd be more cautious.
Instead, we're seeing broader client
engagement, more repeat business and
we're further embedded in the local financial
infrastructure. We’ve simplified the
operating model, strengthened risk
discipline and improved capital allocation.
That foundation is what makes
growth sustainable.
Operational leverage has been
highlighted as a key value driver.
What does that mean in practice as
we scale?
In simple terms, as volumes grow, we can
handle significantly more transactions
through the same core infrastructure, which
means each incremental pound of revenue is
more profitable than the last. We're
investing in that now: automation, and AI-
enabled processing will reduce costs per
transaction in the long term despite
increasing costs in the short term. As activity
scales, those investments pay back. For
clients, that means better pricing and faster
service. For shareholders, it means stronger
margins over time.
Where are you most focused as
CFO over the next 12–18 months?
We've built strong foundations and it would
be easy to over-extend now that growth is
returning. My role is to make sure we invest
in the right opportunities, keep rigorous
controls in place and deliver operational
leverage as we scale. We need to invest in
our products, network, client teams and
systems to ensure we maintain an
exceptional service whilst expanding our
client base. We have to adapt to an ever-
changing market environment, and the
evolution of our client facing team is key to
this. Delivering all this will support the
continued growth of the business, reduce
concentration and mitigate market volatility.
The strategy is working.
We returned to income growth,
we're more diversified across
products and geographies and
most critically, the second half
of the year was stronger than
the first.’’
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A solid foundation has been built and the team
has delivered renewed performance momentum
This year we strengthened our position by
welcoming more clients onto our platform,
expanding our capabilities and opened up
in new dynamic markets.”
James Hopkinson
Group Chief Financial Officer
Overall
The business has delivered revenue growth,
demonstrated cost discipline following the
restructuring in the first quarter, attracted
more clients, and made broad-based
strategic progress. These advances have
translated into tangible financial growth
with income and profitability building
throughout the year.
While macro-economic challenges and
volatility persist, we have worked to reduce
their impact through broadening the sources
of income, reducing concentrations in our
business, improving our risk management
tools and, most importantly, remaining
focused on supporting our clients.
Business volumes continued to increase
through the year, with Wholesale and
Payment FX volumes increasing 13% year-
on-year and the number of payments
processed rising 19%. Growth was broad
based across existing client vintages along
with a +46 increase in transacting clients. 
Income growth was driven by our Banks
and Fintechs & Corporates sectors
(representing ~88% of total income) as we
continue to be their partner of choice and as
we increased our reach and capability.
We also remained a key partner for IDOs,
(representing ~12% of total income) through
a challenging year, which saw the impact of
reducing funding levels change how they
deliver on their priorities.
Summary Financial Information and KPIs
Twelve Months Ended 31 December
2025
2024
YoY growth %
H2 vs H1
growth %
Total Income¹ (£m)
119
106
12%
30%
Total Income (ex Net Interest Income) (£m)
88
75
17%
48%
Profit After Tax (£m)
14
14
(4%)
387%
Adjusted EBITDA¹ (£m)
35
31
14%
69%
Adjusted EBITDA margin¹ (%)
30%
29%
3%
32%
Adjusted Return on Equity (%)
11%
11%
–%
111%
Earnings Per Share (pence)¹
5.4
5.6
(4%)
389%
Adjusted Earnings Per Share (pence)¹
6.8
6.3
9%
119%
Average total deposits (£bn)
1.5
1.4
4%
(2%)
Shareholders funds (£m)
161
147
10%
7%
Number of Active Clients
592
546
8%
3%
Wholesale and Payment FX Volume (£bn)
42
37
13%
11%
Capital Expenditure (£m)
9
15
(42%)
49%
£119.0m
£35.2m
£13.6m
6.8p
up 12% YoY
up 14% YoY
down 4% YoY
up 9% YoY
Total Income
Adjusted EBITDA¹
Profit After Tax
Adjusted EPS¹
With the opening of new offices in the US
and Abu Dhabi, together with existing
offices in the UK and Europe, and plans to
deepen the on-the-ground presence in
Africa and elsewhere, we are well placed to
continue to grow our core FX and Payments
proposition, underpinned by our banking
licence.
We delivered costs to plan which included
executing a restructuring in Q1. We have
delivered income growth whilst keeping
staff costs broadly flat year on year,
excluding variable pay, as guided.
While non‑staff costs increased due to
market‑wide inflation and higher
transactional volumes, strong income
performance and an improved cost profile
delivered higher Adjusted EBITDA and
margins, with a half‑on‑half marginal gain of
+58%. We acknowledge that there is scope
for significant improvement in Adjusted
EBITDA margin and our Cost-Income ratio
and this will be of strong focus going
forward.
1  See definitions on Page 196 for alternative performance
measures and key performance indicators.
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Note: All amounts in the financial review section are presented in millions (£m) as whole numbers unless otherwise
stated. Percentages and totals are calculated using underlying actual figures to one decimal place and may not
recalculate exactly from the presented amounts due to rounding.
Total Income by product
Rounded to the nearest £m
2025
2024
YoY
growth %
H1 2025
H2 2025
H2 vs H1
growth %
Wholesale FX
49
39
25%
18
31
75%
Payments
30
30
–%
14
16
15%
of which
Payments FX
14
15
(5)%
6
8
26%
Other Payments
16
15
5%
8
8
7%
Total Transactional income
78
69
14%
31
47
49%
Banking
41
38
8%
20
20
–%
of which
NII from cash management
32
32
(1)%
17
15
(9)%
Trade finance and other income
9
6
52%
4
5
38%
Total Income
119
106
12%
52
67
30%
1See alternative performance measures for definition / Page 196.
Wholesale FX and Payment FX volumes and Take Rates
Combined Wholesale and Payment FX
2025
2024
YoY
growth %
H1 2025
H2 2025
H2 vs H1
growth %
Emerging Market Currencies
Volumes £bn
14
14
–%
6
7
16%
Take Rates
0.31%
0.29%
7%
0.24%
0.38%
58%
G10 Currencies
Volumes £bn
28
24
20%
14
15
9%
Take Rates
0.07%
0.06%
17%
0.06%
0.07%
17%
Wholesale FX Income increased to £49m (+25% year-on-year) driven by a combination of
volume growth and take rate growth, particularly in the second half of the year. Income
benefitted from growth across every vintage of clients: newly onboarded, the scaling of 2024
onboarded clients and mature clients.
Our strategy of supporting prosperity in the markets we serve continued to deliver tangible
value in 2025, underpinned by increasingly close working relationships with Central Banks.
Momentum accelerated through the year, with half‑on‑half income rising £13m (+75%),
driven by increases in both volumes and take rates. Performance was further supported by
some episodic dislocation causing take rate volatility in a small number of our periphery
markets (<£2m) partly offsetting the short lived market dislocation observed in Q1-24.
Payment FX Income was 5% down year-on-year, with a 29% increase in Payment FX
volumes more than offset with a fall in take rate.
The second half of the year delivered income of £8m, up 26% half-on-half, reflecting an
increase in Payment FX volumes partially offset with marginally lower take rates.
Other payments revenue, which includes correspondent banking and income from pension
payments, was up 5% year-on-year and 7% half-on-half. In the period we processed over
1.2m payments through our platform driven by increased activity and the onboarding of new
correspondent banking clients. Since the year end we have also added a new global bank to
our USD and EUR clearing partners, adding to our ability to serve more clients and markets.
Banking income of £41m increased 8% year-on-year driven by the controlled growth of
Trade Finance offset by the impact of interest rate reductions on net interest income towards
the end of the year.
Net Interest Income from cash management was £32m, down 1% year-on-year, reflecting
lower global interest rates, partly offset by a favourable shift towards call deposits. Income
declined 9% half-on-half driven by falling base rates and the cost of the interest rate risk
management  programme executed in H2 2025. Average deposits for the 12 months to 31
December 2025 stood at £1,451m, up 4% versus prior year (2024: £1,400m), reflecting a
steady underlying growth as clients expand their use of our integrated transactional banking
services.
Trade Finance and Other Income grew by 52% year-on-year to £9m, driven primarily by the
growth in trade finance balances and a c.£0.7m gain on the sale of a portion of our bond
portfolio. During the year we also successfully sold or risk participated Trade Finance
exposures of c.£92m for a small net gain. The exposures in the portfolio are all under one
year and the portfolio has an average duration of four months as at the year end. We are not
looking to actively grow this book much further, however our strategy is to start syndicating
transactions. This will magnify the impact we can have on the economies we serve without
requiring material additional capital from our balance sheet.
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Total Income by Client Segment (£m)
Client Type
2025
(£m)
2024
(£m)
YoY growth
%
H1 2025
(£m)
H2 2025
(£m)
H2 vs H1
growth %
Banks¹
72
62
15%
33
39
16%
Fintechs & Corporates¹
33
29
15%
13
21
66%
IDOs
14
15
(9)%
6
8
36%
Total
119
106
12%
52
67
30%
1  During the period we consolidated previous segments of EMFIs and Major Market Banks (MMBs) into a single ‘Banks’ segment
and changed “NBFI and Fintechs” to “Fintechs and Corporates” which better reflects how we manage the business and our
go-to-market strategy.
Banks represent 60% of total income and remains our largest segment generating £72m of
income in 2025. This is up 15% year-on-year benefitting from £2.4bn higher Wholesale and
Payment FX volumes, a marginal increase in take rates and a higher average Trade Finance
balance.
Fintechs & Corporates accounted for 28% of total income, generating £33m, up 15% year-
on-year. Growth was driven by a £0.7m uplift from higher utilisation of working capital
facilities which supported a £2.8bn (up 52%) increase in Wholesale and Payment FX
volumes. This more than offset a year-on-year reduction in take rates resulting from the
short-lived market dislocation in Q1-24 which was partially mitigated by episodic
dislocations in a small number of our periphery markets in H2 2025.
IDOs accounted for 12% of income, with earnings declining 9% year-on-year to £14m, in line
with expectations following the reduction in global aid flows. However, performance
strengthened significantly in H2, with income up 36%, as we remained closely engaged with
our clients, reflecting margin expansion from recent lows and some volume growth.
Total Income by Region (£m)
Geography
(by client domicile)
2025
(£m)
2024
(£m)
YoY growth
%
H1 2025
(£m)
H2 2025
(£m)
H2 vs H1
growth %
Americas
41
38
10%
21
21
1%
UK
29
29
2%
11
18
63%
Europe
6
6
3%
2
4
54%
Africa
36
28
30%
15
21
47%
Middle-East
1
1
(21)%
1
1
20%
Asia
5
5
(2)%
3
3
(4)%
Total
119
106
12%
52
67
30%
The above table shows the breakdown of Total income by client domicile. Our specialised
business has attracted clients from all over the world as they seek to access hard to reach
markets and to connect to the global financial system. While over 60% of transactional
revenue has an African nexus, the clients we engage with can be located in the continent of
Africa or elsewhere in the world.
The Americas (North America, LATAM and the Caribbean) represents c.35% of our income
currently and with Banks representing the largest segment within the region. We have
invested in building further momentum in this region following the opening of our New York
office in H2 2025. Year-on-year income grew 10% benefitting from growth in central bank
activity and an increase in mix towards call deposits. Half-on-half growth was moderated
because of net interest income headwinds.
Africa is our second largest region, with c.30% of income, mostly from Banks. growing at
30% YoY. This reflects our continued focus to serve Africa and build out a leading liquidity
network across the continent. We are looking to invest further in our footprint in Africa with
more, on the ground presence in 2026.
UK represents c.25% of our income growing 63% half-on-half largely driven by a 15%
increase in FX volumes and a 5bps increase in FX margins mostly from our Fintechs and
Corporates segment which represents over 80% of income in this region.
Europe and MENA are newer investments with the Amsterdam office, after a slower than
expected start, now transacting with clients and the Abu Dhabi office scaling up following
the licence approval in January 2026. We acknowledge that our European Office (CAB
Europe) has taken longer than we would have liked towards monetisation and scale, but we
are now seeing momentum building.
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Expenses (rounded to the nearest £m)
Category
2025
(£m)
2024
(£m)
YoY growth %
H2 vs H1
growth
%
Staff expenses (excluding variable
compensation)
42
41
1%
5%
Variable compensation
9
4
93%
163%
Total Staff Costs
50
46
10%
22%
Cost of Sales
7
6
16%
20%
Other operating expenses
27
25
8%
7%
Total operating expenses (excl. D&A)
84
76
10%
17%
Depreciation and amortisation
11
9
25%
4%
Total operating expenses before non-
underlying items
95
85
12%
15%
Non-underlying items
5
4
27%
(88)%
Total operating expenses after non-
underlying items
99
88
12%
6%
FTE (spot)
366
421
(13)%
7%
Transactions (‘000)
1,163
976
19%
9%
STP Rate
94%
93%
1%
Total reported operating expenses (excluding depreciation and amortisation) increased by
10% year-on-year to £84m (17% half-on-half). This reflected the normalisation of variable
compensation, growth in cost of sales and increases in other operating costs largely
supporting the expansion of the Bank’s global footprint.
We demonstrated good cost control including executing the restructuring action in Q1,
driving operational efficiency and working to absorb inflationary pressures. Underlying
operating costs (excluding depreciation and amortisation) increased by 3% year-on-year
when removing the variable pay uplift, variable cost of sales and the one off £0.6m VAT
refund recognised in H1 2024.
FTE at the end of 2025 was 366, down 13% on 2024 reflecting the execution of the strategic
restructuring exercise and controlled investment, focused on building our product capability
and expanding the depth and reach of our client facing capability.
Total Staff costs excluding variable compensation costs were maintained broadly flat year
on year, in line with previous guidance. Total staff costs were up 10% year-on-year, driven
mostly by the normalisation of variable compensation in the period reflecting the improved
performance and execution of the turnaround strategy.
Cost of sales increased 16% year-on-year largely reflecting the growth in the number of
transactions processed, up 19%, along with the credit guarantee insurance costs for the
Trade Finance risk participation.
Other operating expenses increased to £27m, up 8% year-on-year, largely reflecting the
combination of inflationary costs, investment in product enhancements such as Trade
Finance credit risk participation, formation of the Bank’s balance sheet hedging capabilities
and the legal and travel spend required to set up new licences in new regions. Furthermore,
in 2024, we received a VAT refund of £0.6m which did not reoccur in 2025.
Depreciation and amortisation increased 25% year on year to £11m, reflecting the higher
capital expenditure from 2024 which started to amortise in 2025.
Non-underlying items (formerly referred to as adjusting items) largely reflects restructuring
costs associated with the redundancy programme conducted in the first quarter of the year
which were in line with previous guidance, along with the cost of setting up new
international entities.
Profitability
As a result of a 12% growth in revenue, whilst controlling cost growth, the business
generated an Adjusted EBITDA of £35.2m (2024: £30.8m) growing 14% year on year. The
Group also generated Adjusted PAT of £17.4m up 9% versus 2024 (2024: £16.0m) with
depreciation and amortisation increasing reflecting higher capex in the prior year.
Statutory PAT was down 4% reflecting exceptional costs (£4.7m) associated with the
restructuring programme we conducted in the first quarter and higher tax YoY reflecting prior
year adjustments in 2024 and 2025.
Taxation
The effective tax rate for the year was 27% (2024: 19%). The Group incurred a total tax
charge of £5.0m compared to £3.4m in 2024, reflecting a combination of the improvement in
profitability and an adjustment in respect of prior year. Underlying effective tax rate in 2025,
excluding prior year adjustments, remains in line with 2024 at just under 25%.
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Balance sheet
The Group Balance Sheet remains well capitalised, highly liquid and short dated with total
shareholders’ funds increasing 10% year-on-year.
Total Deposits at the balance sheet date decreased by 9% to £1.4bn (2024: £1.6bn).
The spot decrease in balances is largely related to movements around the 2024 balance
sheet date. Within deposits there has been a trend of increasing call account balances, up
18% year-on-year and reducing term deposits. During the year we have developed a new
A+ rated deposit product as we look to build options for clients to meet their deposits needs.
Average deposits across the year are up 4% year-on-year. Average deposits were up largely
due to the growth in deposits from Banks, as we continue to expand our correspondent
banking capabilities, and from Fintechs and Corporates as we provided Safeguarded deposit
services.
Average Deposits (£m)
2025
(£m)
2024
(£m)
YoY growth %
H2 vs H1
growth
%
Call Deposits
773
611
27%
–%
Fixed Term Deposits
678
789
(14)%
(5)%
Total Deposits
1,451
1,400
4%
(2)%
The Group has repositioned its asset strategy through the year with the aim to reduce risk
and P&L volatility, and to broadly match the currency of assets and liabilities.
Treasury assets composition has changed through the year, however we have reformed the
Bank’s low‑risk approach to balance sheet management. With most deposits received in
USD, the Bank has reduced its cross-currency exposure by reducing both cash held at the
Bank of England and Money Market Funds and reallocated funds to debt securities (up
175%).
Debt securities increased to £678m (2024: £246m), with holdings largely in government and
other high-grade investment securities. This reflects our strategy to allocate liquidity to high
quality (all AA rated or better), HQLA (short duration) eligible, short tenure assets in the
currency matching the underlying deposits.
The Bank significantly reduced the Group’s exposure to interest rate movements by
deploying an interest rate risk management policy. This resulted in some assets, previously
held to hedge rate movements, being sold resulting in a one off gain on sale of c.£0.7m. At
the year‑end, the Group assessed its interest rate sensitivity at just under £2m for a 1%
parallel shock to interest rates, down from under £5m in the prior year.
Trade Finance lending is up 50% year-on-year to £270m as we grew lending to around our
appetite levels. An enhanced ‘originate to distribute’ model was launched in the year and c.
£92m of trade assets were successfully sold or risk participated for a small net gain. The next
stage of this business will be to increase the distribution volumes through continued bi-
lateral sales and syndicating transactions.
Balance Sheet
2025
(£m)
2024
(£m)
YoY growth %
Cash at Central Banks
258
585
(56)%
Money Market Fund
218
488
(55)%
Loans and advances to banks
130
186
(30)%
Debt Securities
678
246
175%
Non-HQLA Assets
5
–
2450%
Treasury Assets
1,289
1,505
(14)%
Trade Finance
270
180
50%
Working Capital
22
33
(34)%
Right of use assets
16
18
(12)%
Intangible Assets
31
31
2%
Fixed and Other Assets
33
39
(16)%
Total Assets
1,660
1,805
(8)%
Customer Deposits – Current
916
776
18%
Customer Deposits – Term
521
809
(36)%
Customer Deposits
1,437
1,585
(9)%
Other Liabilities
62
73
(15)%
Shareholders Funds
161
147
10%
Total Liabilities + Equity
1,660
1,805
(8)%
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Financial Review continued
Capital Expenditure
Capex for the year stood at £8.7m, broadly in line with guidance, with over 70% of
investment allocated towards revenue-generating capabilities. Key projects include the
continued investment in our new payment channels such as mobile wallet build and ACH
build-out. We are also investing into our product capability as well as international
expansion as we enhance our presence in key regions.
Capital, Liquidity and Investment
The Group continues to be well capitalised, highly liquid, short dated and focused on
transactional activity with >65% of revenues driven by transactional FX and Payments
activities with the remainder driven by Banking products.
As at 31 December 2025, only 22% of deposits were allocated towards short term trade and
working capital lending with the remainder placed in High Quality Liquid Assets with Central
Banks (HQLA). To put that into context, a typical bank in the UK would lend out at least three
times this proportion of deposits¹.
Proforma CET1 ratio² increased to 22.1% (2024: 19.2%) reflecting the accumulated profits
offset by a controlled increase in the trade finance portfolio Total proforma CET1 Capital
stood at £129.3m (2024: £116.0m) an increase of 12% retaining a £41.1m surplus above the
Overall Capital Requirement.
Liquidity metrics remain strong with both LCR and NSFR well above regulatory minimums at
123% and 148% respectively.
1  Defined as a basket of comparable transaction banks: Barclays, Lloyds, NatWest, Standard Chartered, Standard Bank,
Commerzbank and HSBC as at 31 December 2024.
2  Proforma CET1 ratio includes 2025 audited profits and pillar 1 operational risk uplift. Regulatory CET1 ratio as at
31 December 2025 is 19.9% (2024: £19.7%).
Dividend
No dividends have been declared in 2025 (2024: nil). The Group does not currently have a
dividend policy.
Outlook
Following a strong performance in 2025, the Group has started trading positively in 2026
and expects its strategy to continue delivering more diversified and sustainable revenue
growth. CAB operates in markets that typically grow faster than global averages and are
becoming increasingly central to world-wide flows. Expanding client coverage, market
penetration and product depth was key to 2025 performance and will continue to be our
focus over the medium-term.
The Group therefore believes it is well placed to deliver Total Income excluding Net Interest
Income growing at a high-teens to low-20s percentage CAGR in Total Income over the next
three years. In the near term, lower US interest rates are expected to create headwinds for
Net Interest Income.
The business is expected to deliver continued positive operating leverage supporting a
structural improvement in cost-income ratio over time. We expect additional investment in
client-facing teams and network to be partially offset by efficiency gains from automation
and process improvements.
The Group expects Capital Expenditure to increase in 2026 while it builds a future-ready
operating platform as it enters the next phase of growth.
Our business model is structurally highly cash generative. With the Group now operating
near the upper end of its on‑balance‑sheet lending appetite, we believe that the Group will
generate significant surplus capital over the next 3 years leading to capacity for investment
in growth as well as a potential shareholder return programme, a framework for which will
be laid out at the time of the 2026 results.
James Hopkinson
Chief Financial Officer
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Risk Management
Strengthening risk management
and resilience
As the Group continues to grow
internationally, significant progress has
been made in strengthening our risk
management and control environment,
supported by robust governance.”
Chief Risk Officer’s Statement
Reflecting on a Year
of Resilience and Progress
As Chief Risk Officer, I am pleased to report
that the past year has been characterised
by resilient performance and disciplined risk
management across the Group’s
international banking operations. This has
been achieved against a backdrop of
continued macro-economic uncertainty
and volatile global markets, underscoring
the strength of our risk framework,
diversified business model, and balanced
approach to growth.
Operational resilience has remained a key
area of focus. Continued investment in our
control environment, together with
enhancements to risk oversight, process
efficiency, and governance, has
strengthened our ability to identify, manage,
and proactively address risk. These actions
have supported both the effectiveness of our
controls and the efficiency of our operations,
while maintaining appropriate risk discipline.
Diversification remains central to our risk
strategy. During the year, we took steps to
expand our USD clearing capabilities,
enhancing flexibility and resilience within
our international payments business,
culminating in the appointment of an
additional USD clearing bank in early 2026.
We also continued to broaden our client
base and product offering, supporting
diversification of income streams and
reducing concentration risk. Alongside this,
we continue to strengthen risk management
capabilities to ensure we anticipate impacts
of evolving market conditions and emerging
risks and take necessary steps to address.
Engagement with our clients and
stakeholders remains a critical component
of our approach. By maintaining close
relationships, particularly across emerging
markets, we are better positioned to
anticipate risk, adapt to change, and
support sustainable growth.
I am confident that the Group’s robust,
balanced, and forward-looking risk
approach, underpinned by a strong culture
of control and accountability, positions us
well to navigate future uncertainty and
continue delivering long-term,
sustainable value.
Clare Davies
Chief Risk Officer
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Risk Management continued
Our approach to Risk
The following diagram outlines the key components of the Group’s risk framework.
Effective risk management is integral to how we create value.
The foundation of the Group’s risk management is the Group Enterprise Risk
Management Framework (ERMF). In concert with the relevant architecture (e.g. risk
taxonomy, risk appetite, policies, governance etc.) it ensures that risk is suitably
identified, assessed, monitored, managed, and mitigated within the Group.
The taxonomy allows the Group to construct
and calibrate its Risk Appetite Statement
(RAS) and tolerance limits (TLs) that
quantify, by risk type, how much risk it is
willing to accept under business as usual
and stress conditions, in order to achieve
the Group’s business strategic goals and
objectives, and align with the Group’s
corporate and financial planning, reflecting
its business model and organisation.
The Group’s Risk & Compliance team has
created a broad suite of policies and
procedures to link the operating standards
and practices with the business strategy and
risk appetite. These tools include assurance
activities, risk mitigation, controls, and robust
reporting and governance, based on the risk
framework of identification, assessment,
management, and reporting of risk.
The outcomes of regular risk assessments
and monitoring form a feedback loop,
against which risk appetite thresholds are
assessed and established. At least once per
calendar year, the risk framework and its
associated component parts are assessed in
the context of the latest corporate strategy,
refining requirements as needed and
ensuring a timely assessment of current
and emerging risks.
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Risk Management continued
Risk Culture
The Group, together with local legal entity boards
and the executive management, is responsible for
establishing and embedding a culture of risk
awareness, risk ownership and accountability and a
strong internal control environment.
We achieve this with leaders who set the tone from the top,
strongly supported by governance structures, clear definitions of
responsibilities, performance management and regular
communications that reinforce appropriate behaviours and
corporate values.
Equally, all employees have a role to play in driving a positive risk
culture through their overall vigilance and motivation, and a
responsibility to identify, manage and communicate risk-related
issues, including escalation and resolution as appropriate.
In addition to structured training, the Group has designed and
delivered learning campaigns for all staff on the importance of
managing risk and its collective responsibility.
All our people need to:
■ understand the risks relating to their role and activities, including
any relevant policies, processes and procedure documents;
■ take on board how successfully managed risks can help them
achieve their objectives;
■ be accountable for particular risks and how they can manage
them; and
■ report systematically and in a timely manner on emerging risks,
near-misses, incidents, control failures and improved business
practices.
Our risk culture is further reinforced by the responsibility of
the business to own and manage risk in accordance with the
‘three lines of defence’ principle, and the Group ERMF.
Governance of Risk
The Group’s risk governance structure is outlined below:
The Board
The Board is responsible for setting the strategy, corporate objectives, and risk appetite. The Board reviews the
Group’s ERMF annually to ensure that it remains fit for purpose and complies with relevant laws and regulations
including the UK Corporate Governance Code.
Board Committee
Risk Committee
Responsible for assisting the Board in approving and overseeing the Group ERMF. Provides the Board with
recommendations and advice on key matters relating to risk and compliance. It receives risk reporting and
escalations from the Executive Risk Committee.
Management Committees
Executive Committee
The Executive Committee is chaired by the Group CEO and is responsible for developing,
proposing and implementing Board approved strategy.
Executive Risk Committee
The Executive Risk Committee is chaired by the Group CEO with members being the Executive Committee
and the Money Laundering Reporting Officer (MLRO). It provides Executive level enterprise-wide risk
management oversight and escalates key risks issues and recommendations to the Risk Committee in line with
the approved ERMF. It also receives escalation from its four risk sub-committees.
Operational Risk
Committee
Asset & Liability
Risk Committee
Credit and LifeCycle
Risk Committee
Financial Crime
Risk Committee
Treasury Committee
Financial Crime
Systems Committee
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Risk Management continued
Each risk sub-committee has representatives from the second line of defence
providing oversight and challenge, as required:
Risk sub-committees
Risk type covered
Asset & Liabilities Risk Committee
Capital adequacy, liquidity, funding and
market risk
Credit & Lifestyle Risk Committee
Credit, reputational, client, country, financial
crime and associated operational risks
Operational Risk Committee
Operational (excluding people risk which is
addressed at Executive Risk Committee (ERC))
Financial Crime Risk Committee
Financial crime risk
It is to be noted that Business, Regulatory Compliance and Conduct (level 1 risks) are
within the remit of ERC and not the sub-committees.
Three lines of defence
The Group operates a tripartite risk governance framework, generally
known as the three lines of defence model, which distinguishes between risk
management and oversight. The approach provides clear and concise
separation of duties, roles and responsibilities.
Risk and control management
The business and senior managers, both across the Group and
at local entity level, are responsible and accountable for the
identification, assessment and management of individual risks,
as well as associated controls within their respective areas of
responsibility.
Risk and control oversight
Risk and Compliance develops the frameworks and tools, and
provides independent oversight and challenge with respect to
the first line’s management of their risks and controls. They
provide assurance that the Group’s and local entity levels
regulated activities are undertaken in accordance with internal
risk management frameworks and regulatory requirements.
Internal Audit
Internal Audit is an independent provider of assurance.
It assesses the effectiveness of the Group’s processes and
governance with regards to risk and internal control. Internal
Audit evaluates the effectiveness of management’s controls
over key risks and provides independent challenge where
control design or operation is insufficient.
Risk Appetite
The Group’s risk management processes aim to balance risk and potential
return, allowing us to achieve our strategic priorities while operating within
risk appetite.
Aligned to the enterprise risk taxonomy, the Group sets a qualitative risk appetite statement
and quantitative metrics with thresholds for each principal risk. These are developed with
input from management and subject matter experts, considering the interests of clients,
shareholders, capital and regulatory requirements. Performance against these metric
thresholds is monitored through applicable governance.
Through ongoing risk identification, data analysis, risk measurement and transparent
decision-making, we manage risks within our defined limits. Our risk management
framework and embedded risk culture ensure clear responsibilities for risk management and
internal controls, promoting informed and appropriate risk-taking across the Group.
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Risk Management continued
Horizon Scanning
Emerging risks
The Group seeks to identify emerging risks
through reviewing macroeconomic,
geopolitical and country risk, regulatory
change, cyber security, sector trends,
financial crime and other external factors.
Our risk assessment processes take account
of both top-down and bottom-up input,
allowing the identification of granular risks
alongside more significant strategic,
financial and non-financial risk trends.
These emerging trends are increasingly
influencing our risk profile and are being
incorporated into our principal risk
assessments. In particular, advances in
artificial intelligence (AI) and other emerging
technologies have the potential to reshape
our competitive position, workforce, and
operational model. While these
developments introduce new and evolving
risks, they also create opportunities that we
are actively exploring.
To ensure an informed and coordinated
approach, we have established an AI
Working Group comprising senior leaders
from across the business. This group is
responsible for assessing the implications of
emerging technologies, identifying
associated risks, and advising on
opportunities for their safe and effective use.
In addition, our AI Policy, introduced during
the financial year, provides a framework for
the responsible adoption of AI across the
Group.
Developments in digital currencies, including
stablecoins and tokenised payment
solutions, may influence cross-border
settlement models and liquidity flows,
creating both a potential threat for the
Group as well as an opportunity. While the
Group’s direct exposure currently remains
limited, evolving regulation and increasing
institutional adoption could introduce
considerations across financial crime,
regulatory compliance, operational resilience
and conduct risk. The Group continues to
build capabilities and monitor developments
through established risk governance forums
to ensure alignment with risk appetite and
existing control frameworks.
Internal control environment
Embedded within our risk management
processes are the internal controls
framework, encompassing our policies,
procedures and practices and risk mitigation
processes. Key controls operate across all
areas of our business, including but not
limited to financial reporting, commercial,
operational and risk and compliance
activities. The control framework includes
risk assessment, control activities, as well as
monitoring and testing.
We remain on-track to achieve compliance
with the material controls related elements
of the revised UK Corporate Governance
Code for our financial year commencing
1 January 2026. This will require the Board
As the Group continues to grow internationally,
significant progress has been made in strengthening
our risk management and control environment,
supported by robust governance.”
to include a declaration in the annual report
explaining how it has monitored and
reviewed the effectiveness of the internal
controls framework, and its conclusion as to
the effectiveness of material controls.
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Principal Risks and Uncertainties
Overview of Principal Risks
Effective risk management is critical to realising our strategy. We have an established risk management framework to manage and mitigate the various
risks that we face.
As at 31 December 2025 our principal risks consisted of:
Current context
Mitigants and other considerations
1. Business risk
Change from last year
Risk Description
The risks to the Group arising from:
■ the broader risk of the Group’s business model or
strategy proving inadequate due to
macroeconomics, geopolitical, industry, regulatory,
competitive environment or other factors; or
■ adverse events and media coverage that could
negatively impact the Group’s name and reputation
thereby impacting its ability to achieve its strategic
objectives.
■ The Group’s business model and operations rely on the continued
relationships with a diversified network of counterparties, liquidity providers
and partner banks for clearing USD, GBP and EUR.
■ The Group provides access to emerging markets, with a level of
concentration to Sub-Saharan Africa. Significant changes to our partner
network or key markets (e.g. the risk of market dislocations, general access,
regulatory, economic, or geopolitical conditions) would have a
corresponding impact on the Group’s business, operations, financial
performance and reputation.
■ The Group’s business model and operations rely on the continued
relationships with a diversified network of counterparties and partners
including liquidity providers.
Potential events may include:
■ Adjustments in the nature of our partner networks impacting access to local
liquidity or clearing services. Structural changes to markets that result in the
removal or narrowing of margins and/or access to preferential local market
currency rates.
■ Changes to local economies including market structure (e.g. regulatory/
central bank monetary actions):
– Economic or political events (e.g. changes in government).
– Translation risk associated with significant strengthening in GBP relative
to USD.
■ The Board and Management periodically:
– Review and update the strategic plan, budgets, targets, emerging
opportunities, and threats.
– Track and manage, through governance, a range of metrics and early
warning indicators to highlight emerging risks to performance; these
continue to be developed and enhanced.
■ The Group has a dedicated Network and Partnerships Function, who develop
and manage our key local relationships; actions continue to be taken to ensure
these are adequately diversified including key currencies such as USD and GBP.
This function also tracks and reports regulatory changes and geo-political issues
in these markets.
■ The Group has a strategic risk register which tracks the top risks and the
corresponding actions planned and underway to mitigate these. This is reported
periodically to the Risk Committee and Executive Risk Committee.
■ The Group has a medium-term strategy in place to continue diversifying
revenues across geographies, clients and products whilst investing in its sales
team.
Relevant KPIs
Financial:
■ Total Income
■ Adjusted EBITDA & Margin
■ Cost-income ratio
■ Wholesale FX & Payments FX Volumes
■ Number of Unique Active Clients
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Principal Risks and Uncertainties continued
Current context
Mitigants and other considerations
2. Financial crime risk
Change from last year
Risk Descriptions
The risk associated with criminal activity in the form of
money laundering, terrorist financing, bribery and
corruption, sanctions, tax evasion and fraud.
■ Foreign Exchange (FX) remains the dominant product, utilised by over 90% of
clients. However, correspondent banking and payment services are core
offerings. AML and sanctions risks remain most pronounced, within this area,
and Trade Finance, accounting for the majority of Suspicious Activity Reports
submitted to the NCA.
■ The Group provides services to clients across multiple jurisdictions, including
Africa, the Americas and Caribbean, the Middle East, the USA, Canada and
Europe. Historically, the client base has been more concentrated in higher-
risk jurisdictions. However, recent trends indicate an increasing proportion of
payment flows  originating from lower-risk jurisdictions into higher-risk
markets. The Group continues to diversify its geographic footprint, including
expansion into the Americas and the UAE, reducing reliance on African
markets.
■ In 2025 there was no significant change in the distribution of Client types
within CAB’s portfolio and Financial Institutions remain the largest segment
of CAB’s Client portfolio.
■ CAB specialises in segments including Fintechs, Corporates, Money Service
Businesses (MSB), and charities, but also includes segments such as financial
institutions, Central Banks and supranational organisations.
■ The Group’s organisational structure and control environment continue to be
assessed as low risk due to no legacy financial crime issues, and no major
control failures. The introduction of the UAE subsidiary may impact this
operating risk, although the Group’s licensed subsidiaries operate in a simple,
non-complex structure and are physically located in jurisdictions with well
established regulatory standards.
■ Regulatory oversight and scrutiny are generally lower for many Fintechs and
MSBs. Continued observed regulatory penalties in 2025, related to control
deficiencies within MSBs, highlight persistent challenges in mitigating
financial crime risk in this sector, supporting their classification as higher risk.
Similarly, financial institutions operating in high-risk jurisdictions are
assessed as higher risk due to the inherent country-level exposure, which
may present additional challenge to the Group.
■ To effectively mitigate risks, the Group enforces rigorous onboarding standards
and comprehensive due diligence for correspondent banking, supported by
strong governance structures and dedicated client risk approval committees.
■ A robust country risk framework mitigates the Group’s exposure to high-risk
countries. This framework includes complete prohibitions of some countries and
detailed restrictions on others.
■ Screening and monitoring controls enforce the framework, and the Group’s
employees have a strong awareness and understanding of the legal and
regulatory environment in which they operate, including the relevant financial
crime prevention provisions.
■ The Group continues its investment programme in anti-financial crime
technology, focusing on advanced analytics and rule-set optimisation. Following
the successful implementation of a new transaction monitoring system and
screening upgrades in 2024, Phase 2 enhancements were delivered in 2025,
introducing machine learning capabilities and improved alert handling. Additional
upgrades to sanctions screening and real-time monitoring are underway to
further strengthen detection and response.
■ Regular training is delivered to ensure standards are continuously maintained.
■ A dedicated Risk and Compliance Function provides oversight and undertakes
thematic assurance activity to identify potential gaps and issues.
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Principal Risks and Uncertainties continued
Current context
Mitigants and other considerations
3. Operational risk
Change from last year
Risk Description
The risk of loss or other non-financial impact,
resulting from inadequate or failed internal
processes, people and systems, or from external
events.
■ The Group relies extensively on the use of technology, including the inter-
relationship between multiple third-party services, which is central to the
processing and its operating environment. System resiliency coupled with
the growing sophistication of cyber-attacks is consistently under review.
■ Resource capacity and capability impact all risk types, these are monitored
frequently to ensure staffing levels reflect the size and complexity of the
Group.
■ The Group relies on a combination of manual and automated processes.
Specific clients have bespoke processes that are more prone to human
errors. The Group is acutely aware that a technology incident could result in
manual intervention as part of its recovery efforts.
■ The Group is Cyber Essentials and ISO 27001 accredited. Additionally, the
Group continues to enhance its operational resilience efforts with a key focus on
critical third-party resilience testing.
■ The Group deploys several attraction and retention strategies throughout the
employee lifecycle, including hybrid-working and competitive employee benefits.
■ Process and control automation is proactively considered across the Group,
acknowledging that not all processes can be automated but regular process
review cycles support in ensuring processes and procedures are consistently
updated and maintained.
Link to Strategy
4. Credit risk
Change from last year
Risk Description
The risk of financial loss arising from a borrower’s
or counterparty’s failure or inability to meet their
financial obligations in accordance with contractual
terms.
■ Credit risk arises inherently from the Group’s core banking, financing, and
treasury activities. It represents the potential for financial loss should
counterparties fail to meet their contractual obligations in full and on time.
■ The Group’s exposure to credit risk primarily stems from its lending and trade
finance operations, including working capital overdrafts, letters of credit,
guarantees, and other customer financing products. These exposures are
managed through robust credit approval processes, ongoing monitoring, and
clearly defined risk appetite parameters.
■ Counterparty credit risk also emerges from the Group’s foreign exchange,
payment, and derivative transactions, where counterparties may be unable
or unwilling to fulfil their financial or collateral obligations as they fall due.
Such exposures are mitigated through the use of collateral management
frameworks, netting agreements, and credit support annexes (CSAs)
where appropriate.
■ In addition, treasury and liquidity management activities contribute to credit
risk through the placement of surplus funds with financial institutions and
investments in high-quality liquid assets (HQLA) and money market
instruments. These exposures are controlled by adhering to internal
counterparty limits, minimum credit rating thresholds, and concentration risk
metrics.
■ Overall, the Group maintains a balanced credit risk profile, supported by
sound governance, regular stress testing, and alignment with the Group’s
overarching risk appetite and capital management framework.
■ Credit risk remains a key area of focus for the Group, given its central role in the
Group’s banking, financing, and treasury activities.
■ The Group’s risk appetite thresholds are designed in alignment with regulatory
requirements and are informed by the outcomes of the Internal Capital Adequacy
Assessment Process (ICAAP) and internal risk assessments.
■ A well-established Credit Risk Policy defines portfolio-level exposure limits and a
maximum individual counterparty exposure framework, ensuring appropriate
diversification and concentration control.
■ The Credit & Lifecycle Risk Committee provides oversight at both the individual
counterparty and portfolio levels, ensuring that exposures remain within
approved risk appetite and policy parameters.
■ Comprehensive credit assessment, approval, and ongoing monitoring
frameworks are in place to manage and mitigate exposures in line with the
Group’s credit management objectives and enterprise risk framework.
■ Counterparty credit risk arising from foreign exchange and derivative
transactions is mitigated through the use of ISDA Master Agreements and CSAs,
where appropriate, to ensure effective collateralisation and reduce potential
counterparty exposure.
Relevant KPIs
Financial:
■ Number of Unique Active Clients
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Principal Risks and Uncertainties continued
Current context
Mitigants and other considerations
5. Market risk
Change from last year
Risk Description
The risk of losses occurring from adverse value
movements of the Group’s assets and liabilities;
principally relating to FX and interest rate
fluctuations.
■ The Group’s market risk exposure occurs primarily through FX volatility and
Interest rate risk in the banking book (IRRBB).
■ The economic and financial market uncertainties remain elevated.
Disruptive adjustment to interest rate levels, deteriorating trade or
geopolitical tensions could have implications for FX rates and the value of
the Group’s Nostro balances. Alternatively, a decline in interest rates may
compress net interest margin across the business.
■ Adverse changes in FX rates can impact capital ratios given elements of the
risk-weighted assets exposures are denominated in foreign currencies.
■ Failure to account for foreign currency movements could result in an adverse
impact on the Group’s regulatory capital and leverage ratios.
■ An assessment of market risk drivers is conducted as part of the ICAAP, and to
assess BAU and stressed market risk.
■ Market Risk exposure limits are staggered, to constrain typical market risk
exposure. The Group primarily trades in the FX spot market and risk appetite
limits are set and monitored at both an aggregate and currency level.
■ The Group may adopt a more conservative balance sheet positioning during
periods of heightened market volatility, such as during major geopolitical or
economic events.
■ Interest rate risk in the banking book (IRRBB) is primarily driven by mismatches
between the profile of client deposits, capital, investments for cash
management purposes, and lending. The Group manages IRRBB through
strategies, including interest rate swaps hedging, to mitigate risks to net interest
income and economic value.
Relevant KPIs
Financial:
■ Number of Currencies Offered
■ Wholesale FX and Payments FX Income
■ Wholesale FX and Payments FX Volumes
Link to Strategy
6. Regulatory and Compliance risk
Change from last year
Risk Description
The risk arising from non-compliance with laws
and regulations governing financial services
institutions in the markets in which we operate.
■ As the Group continues to grow in size and complexity, including expansion
into new jurisdictions and the introduction of new products and services, it
faces an increasingly diverse and evolving legislative and regulatory
landscape. This growth amplifies the potential risk of non-compliance,
which could result in legal or regulatory sanctions, material financial loss,
and/or reputational damage across the markets in which we operate.
■ Regulatory Horizon Scanning: Ongoing monitoring of upcoming UK and
international regulatory developments to anticipate and prepare for changes.
■ Regulatory Impact Assessments: Conducting impact analysis for new regulations
to identify operational, financial, and compliance implications.
■ Timely Regulatory Engagement: Prompt and comprehensive responses to all
regulatory requests and inquiries.
■ Market Entry Compliance: Verification that the Group holds all necessary licenses
and permissions before operating in any jurisdiction.
■ Partnership Due Diligence: Collaboration with local providers that are regulated
entities or hold appropriate local licenses to ensure compliance and reduce risk.
■ Legal Assurance for Expansion: Engagement of third-party legal counsel for new
territorial expansions to confirm adherence to local laws and regulatory
requirements.
■ Regulatory Updates Communication: Issuing regular compliance bulletins to staff
on new or changing regulations.
■ Regular Compliance Audits: Performing periodic thematic reviews to ensure
adherence to regulatory requirements.
■ Executive Reporting: Including regulatory risk metrics and compliance status in
ExCo-level reporting.
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Principal Risks and Uncertainties continued
Current context
Mitigants and other considerations
7. Capital adequacy risk
Change from last year
Risk Description
The risk of the Group having insufficient quality or
quantity of capital, to meet its regulatory capital
requirements and internal thresholds to cover risk
exposures and withstand a severe stress as
identified as part of the ICAAP.
■ The Group’s capital ratios can be affected by various business activities and
the failure to meet prudential capital requirements, internal targets and/or to
support the Group’s strategic plans.
■ The key risk drivers with capital implications are credit risk, market risk and
operational risk, each of which is addressed within its relevant section.
■ The Group has robustly defined capital adequacy thresholds, constructed in
reference to regulatory requirements and maintains capital ratios in excess of
these.
■ The Group produces an ICAAP at least once each calendar year. Challenge and
oversight of the ICAAP occurs at the Asset & Liability Risk Committee and the
Board Risk Committee before approval by the Board.
■ Day-to-day capital risk exposure is managed by the Treasury function with
oversight from the Asset & Liability Risk Committee and the Group Treasury
Committee, who monitor and manage capital risk in line with the Group’s capital
management objectives, capital plan and risk frameworks.
■ If the Group were to encounter a significant stress on capital resources, a
Recovery Plan is maintained which includes options to ensure it can remain
sufficiently capitalised to remain viable. Recovery Plan metrics are regularly
monitored and reported against. The Group’s Pillar 3 disclosures contain a
comprehensive assessment of its capital requirements and resources and are
published separately on the Group’s website.
Relevant KPIs
Financial:
■ Capital and Surplus
■ Adjusted EBITDA & Margin
■ EPS / Adjusted EPS
■ Cost-Income Ratio
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Principal Risks and Uncertainties continued
Current context
Mitigants and other considerations
8. Liquidity and funding risk
Change from last year
Risk Description
The risk the Group cannot meet its contractual or
contingent obligations in a timely manner as they
fall due. Funding risk is the risk that the Group
cannot maintain access to a sufficient stable
funding base to maintain its liquidity.
■ The Group’s liquidity ratios (i.e. LCR and Net Stable Funding Ratio (NSFR))
can be affected by various business activities, either idiosyncratic or market-
wide, that could impact prudential liquidity requirements and corresponding
impacts to business, and investor or depositor confidence.
■ The key liquidity risk drivers are depositor outflows, and intraday liquidity
requirements.
■ Funding and liquidity risks are managed within a comprehensive risk framework
in reference to regulatory requirements and internal thresholds to ensure there is
no significant risk that liabilities cannot be met as they fall due.
■ The Group produces an ILAAP at least once per calendar year. Challenge and
oversight of the ILAAP occurs at the Asset & Liability Risk Committee and the
Board Risk Committee before approval by the Board.
■ The primary metrics used to monitor and assess the adequacy of liquidity are
the Overall Liquidity Adequacy Rule (OLAR), the LCR and NSFR.
■ Day-to-day liquidity risk exposure is managed by the Treasury function with
oversight from the Asset & Liability Risk Committee.
■ Treasury conducts regular and comprehensive liquidity stress testing, including
reverse stress testing, to ensure that the liquidity position remains within the
Board’s appetite.
Relevant KPIs
Financial:
■ Wholesale FX and Payments FX Volumes
■ Development Aid Flows
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Principal Risks and Uncertainties continued
Discover more in Our Strategy section
Page 16
Current context
Mitigants and other considerations
9. Conduct risk
Change from last year
Risk Description
The risk that the conduct of the Group and its staff,
towards clients (or in the markets in which it
operates), leads to unfair or inappropriate client
outcomes and results in reputational damage and/
or financial loss.
■ As the Group continues to operate in complex markets and deliver services to
a diverse client base, there is an ongoing risk that actions, processes, or
products originating within the Group could lead to client detriment. Conduct
risk may arise through several channels, including:
■ Product design that fails to meet client needs or expectations;
■ Inappropriate sales practices that do not align with regulatory or market
standards;
■ Poor complaint handling, particularly where the Group has acted improperly
towards clients;
■ Behaviour or practices that fall short of market integrity or regulatory
requirements; and
■ Such failures could result in unfair or inappropriate client outcomes, leading
to reputational damage, regulatory scrutiny, and potential financial penalties
and/or loss of income..
■ Integration of Conduct Risk in Product Governance: All new products undergo a
formal approval process that includes an assessment of conduct risk to ensure
suitability and fair client outcomes.
■ Robust Complaints Management Framework: Complaints are systematically
logged, thoroughly investigated, and resolved with documented responses to
maintain transparency and accountability.
■ Gifts and Hospitality Controls: A formal Gifts and Hospitality Policy is in place,
requiring prior approval and mandatory logging of all instances to prevent
conflicts of interest.
■ Mandatory Conduct and Ethics Training: All employees complete annual training
focused on conduct, ethics, and cultural standards to reinforce expected
behaviours and regulatory compliance.
■ Executive-level reporting: Including conduct risk metrics and thematic reviews in
regular ExCo-level updates.
■ Conduct Risk MI (Management Information): Tracking indicators such as
complaints trends, client detriment cases, and breaches.
■ Whistleblowing Framework: Strengthening anonymous reporting channels and
ensure staff confidence in escalation processes.
■ Communication monitoring: surveillance of electronic communications (emails,
chats, voice recordings) to ensure compliance with conduct standards.
Relevant KPIs
Financial:
■ Gender Diversity in Management
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Going Concern and Viability Statements
Time Horizon
The Directors have an obligation under
Provision 31 of the Code to confirm that they
believe the Group will be able to continue in
operation, and to meet its liabilities as they
fall due in a period of at least 12 months
from the date of approval of the annual
report.
The Code also requires the Directors to
articulate in the annual report and accounts
how the health of the Group has been
assessed, over what time period this
assessment considers, and why this time
horizon is considered to be appropriate.
The Directors have determined that the
three years to 31 December 2028 is an
appropriate period over which to perform
the assessment. This is the period over
which the Group prepares detailed
corporate plans that articulate financial
performance and key regulatory metrics
such as CET1 ratio, LCR and Net Stable
Funding Ratio (NSFR). Financial forecasts
over longer durations would decrease
accuracy and are therefore of limited value
in conducting assessments of this nature.
Consideration of Key Risks
As described in the Risk Report on page 42
the Directors actively monitor the Group’s
risk management and internal control
systems. The Directors have performed a
robust assessment of the principal risks that
the Group is exposed to as well as an
assessment of emerging risks. These risks,
and the policies and procedures for
managing them, are described in more detail
in the Risk Report on page 42.
Following a detailed review of the effects of
the policy changes on the Group’s forecasts,
the Directors are satisfied that they will have
no bearing on the conclusions reached
below.
Planning
The Group’s three year Budget and
Corporate Plan (‘Corporate Plan’) was
approved by the Board in December 2025.
In preparing the Corporate Plan, due
consideration was given to the Group’s
strategy as articulated on page 10.
The process for preparation of the Corporate
Plan starts with the strategic objectives of
the Group and considers the risk appetite
limits in place to ensure that these are
adhered to over the course of the planning
period. Assumptions with regards to key
macro-economic conditions are then
assessed and underpin the forecast
financial performance.
Key prudential regulatory metrics are
forecast to ensure that these do not fall
below risk appetite over the planning
horizon. The metrics which are forecast as
part of the Corporate Plan are:
■ CET1 ratio;
■ Total Capital Ratio;
■ LCR;
■ Surplus HQLA over LCR minimum;
■ NSFR.
Stress Testing – Capital
The Group’s most recent ICAAP is the 2024
ICAAP which was approved by the Board in
June 2025 and thus its conclusions were
based on a version of the 2024 Corporate
Plan agreed by the Board during December
2024. Therefore, a separate going concern
and viability assessment ('Going concern
assessment’) was produced for the
purposes of the FY25 year-end using the
2025 Corporate Plan.
As part of this Going Concern assessment, a
severe, but plausible Idiosyncratic stress has
been applied which assumes that all new
revenue associated with new products and
new markets are not successful, yet the
operating costs remain in place.
Capital surplus above regulatory minimums
are retained throughout the stress to March
2027, a period of at least 12 months from
the date of approval of the annual report. 
To gain further comfort, management have
reassessed the 2024 ICAAP stress
assumptions to ensure that they remain
valid and relevant to the refreshed
Corporate Plan. Management conclude that
the stress assumptions in the 2024 ICAAP
are valid and therefore provide
management with further comfort that the
the Group is a going concern.
Furthermore, management refer to the
solvent wind down exercise, completed as
part of the recovery and resolution
assessment completed in H2-25. This
concluded that the Group would retain
Capital surplus above regulatory minimum
throughout a solvent wind down through to
Dec-27 with management actions more
than mitigating risks far more severe than
that presented in both the ICAAP and the
Recovery Plan scenarios.
Stress Testing – Liquidity
CAB must adhere to key regulatory liquidity
metrics (the LCR and the NSFR) as well as
conduct an ILAAP on an annual basis. As
part of the ILAAP, CAB must demonstrate
how it meets the Overall Liquidity Adequacy
Rule (OLAR) which states that a bank must
be able to meet its liabilities as they fall due.
Within the ILAAP, CAB demonstrates that it
meets the OLAR, in part, by modelling the
impact of a wide variety of liquidity stresses
which focus on specific liquidity risks that
are relevant to its business model.
The most comprehensive of these, the OLAR
stress, models a severe deposit outflow as
well as a variety of other factors which have
a detrimental liquidity impact. The OLAR
stress assesses whether CAB has sufficient
liquidity to meet these outflows over a 90-
day period. To ensure continued robustness
from a liquidity perspective, the OLAR stress
is prepared monthly and forms part of CAB’s
liquidity risk appetite.
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Going Concern and Viability Statements continued
Reverse Stress Testing
Reverse Stress Testing (RST) also forms part
of the Group’s wider stress testing
framework and was assessed as part of the
2024 ICAAP. The purpose of the RSTs is to
define scenarios which threaten the viability
of CAB and the Group, assess whether
these scenarios are plausible and to, where
practical, build contingency plans to mitigate
the likelihood of such scenarios occurring.
The RSTs considered a variety of scenarios
to determine which would threaten the
viability of CAB and the Group from a
capital and liquidity perspective.
The Group has taken a two-fold approach to
the RST:
■ Identify key risks faced by the Group and
determine for each of these in isolation
how severe these would have to be to
cause the Group to breach TCR.
■ Increase the severity of the Combined
Scenario used for the Pillar 2B stress
testing exercise to determine the point
that it would cause the bank to stress
beyond the point of recovery.
Management gain comfort as to the going
concern of the Group as the magnitude of
the RST stress assumptions, along with the
needs for these stresses to occur at the
same time to breach regulatory capital
requirements, is implausible.
Assessment
The Group has a strong business franchise
and a robust financial position as at
31 December 2025. All key regulatory
metrics are forecast to remain above Risk
Appetite over the duration of the Corporate
Plan.
The Stress Testing activities conducted as
part of the Going Concern assessment give
the Directors comfort with regards to the
Group’s ability to withstand stress events
and meet liabilities as they fall due.
Furthermore, none of the RST scenarios
identified are deemed by the Directors to be
plausible based on current forecasts.
Based upon this, the Directors have
concluded that there is a reasonable
expectation that the Group will be able to
continue in operation and will be able to
meet its liabilities as they fall due over the
period to 31 December 2028.
Furthermore, there is no information
contained within the outer years of the
Corporate Plan which the Directors consider
would threaten the longer-term viability of
the Group.
Going Concern
The Directors have considered the financial
position of the Group, including the net
current asset position, regulatory capital
requirements and estimated future cash
flows and have formed the view that the
Group has adequate resources to continue
in operational existence for a period of at
least 12 months from when these financial
statements are authorised for issue and that
the Group will be able to meet its obligations
as they fall due.
In order to satisfy themselves that the Group
has sufficient resources to operate for a
period of at least 12 months from
authorisation of the financial statements,
the Directors have reviewed both the
Group’s Corporate Plan as well as the
outputs of the stress testing from the 2024
ICAAP, and the Going Concern stress
scenario included in the going concern
assessment. In addition, the Directors have
also taken into consideration all of the key
risks articulated under the principal risks
(page 47) and any wider macro-economic
factors the Group may be exposed to.
Viability Assessment
The bank’s viability assessment evaluates
its ability to remain financially resilient and
continue operating over a multi-year
planning horizon.
This assessment considers the Group’s
current financial position and stress testing
outcomes, enabling the Board to determine
whether there is a reasonable expectation
that the institution will meet its obligations
as they fall due over the three year plan to
2028.
Management have gained assurance that
the Group will continue to operate and meet
its liabilities across the three years to 2028
by assessing the viability of the Group under
the going concern assessment across the
three years to 2028 and conclude that the
stresses under the combined stress in the
2024 ICAAP remain valid and can be
depended on.
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Stakeholder Engagement and s172 Statement
The relationship between the CAB Payments Group and our stakeholders is
fundamental to the strategy, purpose and values of our business and drives
our decision-making.
The Board is required by section 172(1) of the Companies Act 2006 to act in a way that
would be most likely to promote the long-term success of the Company and take into
account all of our stakeholders when making decisions. The Board directly and indirectly
seeks to understand the interests and priorities of these stakeholders on an ongoing basis.
Decisions made during the year
The Board operates having regard to the duties of the Directors, including the relevant
matters set out in section 172(1)(a)-(f) of the Companies Act 2006. A key focus for the Board
is setting and monitoring execution against the Group strategy.
Principal decisions taken by the Board consider how the decision furthers the Group’s
purpose and aligns with one or all of its strategic pillars: Network, Clients, Platform, and
Invest and Innovate.
All decisions made by the Board are subject to the submission of quality, appropriate
information by way of Board papers provided to the Board in a timely manner. Board
meetings are structured in such a way to allow sufficient time to dedicate to all topics. When
making decisions, each Director ensures that they act in a way they consider, in good faith,
would most likely promote the Company’s success for the benefit of its shareholders, and has
due regard (among other matters) to the factors set out above.
A summary of Board activities and key decisions taken by the Board during 2025 is set out in
the Corporate Governance Statement on page 72 of this Annual Report.
Section 172(1) factor
Further information can be found in
(a)
The likely consequences of any
decision in the long term
Our Business Model (page 6)
Our Strategy (page 16)
(b)
Interests of employees
Our Business Model (page 6)
Stakeholder Engagement (page 56)
Directors’ Remuneration Report (pages 88 to 108)
(c)
Fostering the Company’s 
business relationships with
suppliers, customers and
others
Our Markets (page 14)
Our Business Model (page 6)
Stakeholder Engagement (pages 56 to 58)
Our Strategy (pages 16)
(d)
Impact of operations on the
community and environment
Our Business Model (page 6)
Stakeholder Engagement (pages 56 to 58)
Our Strategy (pages 16)
Responsible Business Report (page 23 and at https://
cabpayments.com/#sustainability
TCFD (pages 29 to 34)
(e)
Maintaining a reputation for
high standards of business
conduct
Our Business Model (page 6)
TCFD (pages 29 to 34)
Non-financial and Sustainability Information Statement
(pages 59 and 60)
Risk Management (pages 42 to 53)
Audit Committee Report (pages 81 to 84)
Risk Committee Report (pages 86 and 87)
(f)
Acting fairly between
members
of the Company
Our Business Model (page 6)
Stakeholder Engagement (pages 56 to 58)
Our Strategy (page 16)
Directors’ Remuneration Report (pages 88 to 108)
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Stakeholder Engagement and s172 Statement continued
How the Directors fulfil their s172 duty under the Companies Act 2006:
Diverse set of skills, knowledge and experience
■ The Board has a diverse set of skills, knowledge and experience which assists it in making
informed decisions promoting the long-term success of the Company whilst considering the
needs of our stakeholders.
■ Information on our Board composition, including the skills and experience of our Directors, can
be found on pages 63 to 66 and in the Nomination Committee Report on pages 77 to 80.
Board information and monitoring
■ The Board receives detailed papers and in-person updates from management which they
query, challenge, and debate, to ensure conflicting stakeholder views are carefully considered.
■ Updates on the progress of actions and implementation of decisions are also provided, to
allow the Board to review and adjust as situations (and stakeholder priorities) inevitably
evolve.
■ Detail on the Board’s activities this year can be found on page 72.
Board discussion
■ All Directors constructively challenge and contribute to discussions, as well as offer additional
perspectives, advice and strategic guidance.
■ Further information can be found within the Chairman’s Introduction to the Corporate
Governance Report on page 62, the Corporate Governance Statement on pages 67 to 76 and
the Nomination Committee Report on pages 77 to 80.
Strategic direction and culture
■ The Board sets the strategic direction, values and culture of the Company. It sets the tone for
how business is done throughout the CAB Payments Group and has embedded an
expectation that stakeholder considerations are central to decision-making at all levels of the
organisation.
■ Further information on culture can be found on pages 74 to 75, and more information on our
strategy can be found on page 16.
Stakeholder engagement
■ Engagement plays a crucial role in enabling Directors to thoroughly grasp stakeholder needs
and make informed decisions addressing their priorities.
■ Highlights of our stakeholder engagement during the year can be found on page 58.
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Stakeholder Engagement and s172 Statement continued
Stakeholder engagement
Employees
Investors
Communities
Regulators and governments
Suppliers
Why we engage
We want to continue to be a positive
place to work and build careers, with
motivated, talented people who feel
supported to deliver our strategy.
We aim to foster long term
relationships with investors to develop
mutual understanding through ongoing
dialogue and a variety of engagements
with both retail and institutional
investors.
We continue to recognise the
importance of supporting our
communities through colleague
volunteering, community investment
and long-term charitable and
community organisation partnerships.
Maintaining constructive dialogue
and relations with the relevant
authorities in the markets in which
we operate helps support the
achievement of our strategic aims.
We are committed to building strong
relationships with our suppliers supported by
robust procurement policies and processes to
help us improve efficiency and reduce costs.
How we engage
■ Employee events including
leadership forums, webcasts and
townhalls, as well as events
forming part of the Board’s
workforce engagement
programme allow the Board to
hear the employee voice on
important issues first-hand.
■ Annual and pulse engagement
surveys for all employees help the
Board and management to gain
insights into the employee
experience.
■ Regular investor meetings and
roadshows held by the Chair, CEO
and CFO help the Board to
understand investor sentiment on
material matters, such as strategy
delivery.
■ Accessible investor events such as
FY and HY results presentations and
the AGM provide opportunities for
shareholders and analysts to
connect with the Board and
management.
■ Our Annual Report and corporate
website provide a comprehensive
overview of the Company’s purpose,
strategy and progress against
objectives.
■ Ongoing engagement with B Corp,
EcoVadis and other ratings
agencies to reinforce a culture of
continuous improvement.
■ Supporting employees in
volunteering and action on
sustainability with up to two days’
paid volunteering leave per year.
■ The Group is committed to matching
up to £1,000 of the total funds
raised by an employee, subject to
prior approval.
■ Bringing employees together to
celebrate cultural events including a
Diwali festive lunch and a poetry
workshop to mark Black History
Month.
■ Regular engagement meetings
between the CRO, CFO and CEO
and the Group’s regulators, with
key interactions, insights and
areas of regulatory focus being
reported to the Board and
relevant Committees by the CRO.
■ Board and Risk Committee
scrutiny of the 2025 ILAAP and
ICAAP ahead of approval for
publication.
■ Ongoing relationship
development with central banks
and government bodies in target
markets.
■ The Board does not interact directly with
the Group’s suppliers; however, the Board
maintains oversight of key supplier
relationships including the relationship
between the Audit Committee and the
external auditor.
■ Building and maintaining positive
relationships with vendors involves
regular communication, fostering
collaborative partnerships and resolving
any disputes that may arise.
Outcomes
These interactions help to ensure
continued connection between the
Board and workforce and inform the
Board’s decision-making around
people-specific matters.
Feedback from these interactions is
discussed with the Board and
appropriate Committees and supports
informed dialogue and decision-
making.
Engagement with EcoVadis resulted in
the Group achieving a Platinum rating
in 2025.
Employee participation in volunteering
and fundraising for local causes
continues to rise year on year.
Frequent and varied engagements
with governmental representatives
in key markets and regulators
provide an opportunity for open
dialogue and is critical in ensuring
that the Board understands and
continues to meet its regulatory
obligations.
All supplier-related activity is managed in line
with the Group’s procurement standards to
ensure that supplier risk is managed
appropriately.
Outcomes of supplier engagements provide
context and support the Board’s
understanding when reviewing and
approving the annual Modern Slavery
Statement.
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Non-financial and Sustainability Information Statement
This section of the Strategic Report constitutes the Non-financial and Sustainability Information Statement of the Company, produced to comply with Sections 414 (C)(A) and 414(C)(B) of the
Companies Act 2006. The information listed in the table below is incorporated by cross-reference.
Reporting requirement
Policies and standards which govern our approach
Additional information and risk management
Environmental matters
Employee Travel Handbook
ESG Strategy
Vendor Code of Conduct
Sustainable Procurement Policy
Group Environmental Policy
Responsible Business Report (pages 23 to 34)
TCFD (pages 29 to 34)
Employees
Anti-Bribery & Corruption Policy
Anti-Harassment & Bullying Policy
Employee Code of Conduct
Flexible Working Policy
Health & Safety Policy
Inclusive Workplace Policy
Political Activity at Work Policy
Whistleblowing Policy
Group Social Responsibility Policy
s172 Statement (pages 56 to 58)
Responsible Business Report (pages 23 to 34)
Audit Committee Report (pages 81 to 85)
Nomination Committee Report (pages 77 to 80)
Directors’ Report (pages 109 to 114)
Social matters
Anti-Harassment & Bullying Policy
Inclusive Workplace Policy
Political Activity at Work Policy
Vendor Code of Conduct
Sustainable Procurement Policy
Whistleblowing Policy
Group Social Responsibility Policy
s172 Statement (pages 56 to 58)
Responsible Business Report (pages 23 to 34)
Audit Committee Report (pages 81 to 85)
Directors’ Report (pages 109 to 114)
Respect for human rights
Anti-Harassment & Bullying Policy
Employee Code of Conduct
Inclusive Workplace Policy
Modern Slavery Statement
Political Activity at Work Policy
Group Social Responsibility Policy
s172 Statement (pages 56 to 58)
Responsible Business Report (pages 23 to 34)
Audit Committee Report (pages 81 to 85)
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Non-financial and Sustainability Information Statement continued
Reporting requirement
Policies and standards which govern our approach
Additional information and risk management
Climate-related Financial Disclosures
ESG Strategy
Group Environmental Policy
Responsible Business Report (pages 23 to 34)
TCFD (pages 29 to 34)
Anti-corruption and bribery
Anti-Bribery & Corruption Policy
Conflicts of Interest Policy
Employee Code of Conduct
Gifts & Hospitality Policy
Personal Account Dealing Policy
Political Activity at Work Policy
Vendor Code of Conduct
Whistleblowing Policy
s172 Statement (pages 56 to 58)
Responsible Business (pages 23 to 34)
Audit Committee Report (pages 81 to 85)
Directors’ Report (pages 109 to 114)
Description of the business model
Our Business Model (page 6)
Description of principal risks and impact of business activity
Our Business Model (page 6)
Principal Risks and Uncertainties (pages 47 to 53)
TCFD (pages 29 to 34)
Non-financial KPIs
Strategic Report (pages 10 to 60)
KPIs (pages 20 to 21)
The documents mentioned above form part of the Group’s policies, which act as the strategic link between our purpose and values and how we manage our day-to-day business. The Board
has determined that the policies remain appropriate, are consistent with the Group’s values and support its long-term sustainable success.
Approval
Pages 10 to 60 form part of the Strategic Report, which has been reviewed and approved by the Board and signed on its behalf:
Neeraj Kapur
Chief Executive Officer
4 March 2026
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Governance
Report
/
Chair’s Introduction
Board of Directors
Corporate Governance
Statement
Nomination Committee Report
Audit Committee Report
Risk Committee Report
Directors’ Remuneration Report
Directors’ Report
Directors’ Responsibilities
Statement
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Chair’s Introduction
Chair’s Introduction
to Governance
On behalf of the Board, I am pleased to
introduce our Governance Report for the
year ended 31 December 2025.
Effective governance is fundamental to
organisational success. Robust processes,
combined with a positive corporate culture,
enhance value and underpin strategies that
drive sustainable business growth.
This Report outlines our corporate
governance approach and its role in
supporting our strategy and safeguarding
stakeholder value.
Board composition and succession
Following the externally-facilitated Board
Performance Review in 2024, the Board’s
Nomination Committee applied its time in
2025 to identifying suitable candidates to
broaden the range of skills and experience
available to the Board.
As announced in last year’s Report, we were
pleased to welcome James Hopkinson as our
CFO in March 2025, with James formally
joining the Board in July 2025 following his
approval by regulators. After discussions with
several individuals, in April 2025 two
Independent Non-executive Directors,
Kushagra ('Kush') Saxena and Peter Klein
agreed to join the Board, with their formal
appointments following in June 2025. Both
Kush and Peter bring significant payments,
technology and emerging markets experience,
providing valuable oversight and highly
relevant market knowledge to the Group.
In addition, in response to Simon Poole’s
decision to step down as the Helios
Investment Partners LLP (Helios) Nominee
Director on the Board at the 2025 AGM and
in compliance with the Relationship
Agreement between Helios and the
Company, Helios nominated two Nominee
Directors to the Board.
Nitin Kaul and Henry Obi CBE joined the
Board on 30 April 2025, with Henry also
joining the Board of the Group’s operating
company, Crown Agents Bank Limited. Both
Nitin and Henry are experienced board
members and bring to the Group strong
regulatory understanding and specific
experience of operating in Africa.
Following these appointments, the Board
now consists of individuals who bring
diverse experiences and viewpoints across
the FX, payments and banking sectors and a
shared commitment to strong governance,
with 78% of Non-executive Directors
considered as independent, 50% female
Board members and 42% of Board
members from diverse backgrounds.
Purpose, culture and engagement
The Board is instrumental in fostering the
Group’s culture by endorsing growth-
oriented and values-driven practices, while
ensuring that long-term sustainable success
remains aligned with stakeholder interests.
To advance our strategy, the Board carefully
considers all relevant stakeholders in its
decision-making processes and ensures
each decision reflects and upholds our
established culture and values.
Annual General Meeting
The Company’s annual general meeting
(AGM) will take place at 2.00pm on
Wednesday 29 April 2026 at the Company’s
offices at 3 London Bridge Street, London
SE1 9SG. This in-person event, which will
also be available to view via a webcast on
the Company’s website, provides an
important opportunity for shareholders to
hear directly from their Board on key issues.
I look forward to meeting any shareholders
who can join us at our AGM and extend my
thanks to you all for your continued support.
I would like to extend my appreciation to the
Board and all employees of the Group for
their unwavering commitment and diligent
efforts. I look forward to collaborating with
them in the year ahead to generate value for
all stakeholders.
Ann Cairns
Chair
4 March 2026
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Board of Directors
Ann Cairns
Chair
Date of appointment:
23 February 2023, as a Director   
26 May 2023 as Chair
Experience:
Ann has held board positions with ICE Clear
Europe, AstraZeneca, Charity Bank and the UK
Government’s BEIS. Until 2022, Ann was
Executive Vice Chair of Mastercard, after being
President of International Markets. Ann led the
London Financial Services Group at Alvarez &
Marsal, after 20 years in payments and FX at
ABN-AMRO and Citi. Ann has a Pure
Mathematics degree, honorary Doctorate from
Sheffield University and MSc and honorary
Doctorate from Newcastle University. She is a
fellow of London Business School.
External appointments:
Ann is on the board of Lightrock, a global
private equity platform investing in sustainable
businesses. She is Chair of Financial Alliance
for Women and TMF Group and also serves as
Chair of Moving Ahead and an Appeal Board
member of Stop MS.
Neeraj Kapur
Chief Executive Officer
Date of appointment:
20 June 2024
Experience:
Neeraj Kapur is an experienced banker and
bank CFO, with more than 20 years
experience in senior leadership roles in retail,
corporate and SME banking. He also held main
Board and Executive Director roles in Secure
Trust Bank plc, which was listed on the LSE in
2016, and most recently was CFO of Vanquis
Banking Group plc (previously named
Provident Financial plc). He is a qualified
Chartered Banker and Chartered Accountant,
qualifying with Arthur Andersen 30 years ago.
Neeraj has a wealth of experience in M&A,
transformation and integration, as well as
building businesses. Neeraj started his career
as an RAF fighter pilot, after attaining his
degree in aeronautical engineering from
Imperial College, University of London.
James Hopkinson
Chief Financial Officer
Date of appointment:
17 July 2025
Experience:
James is an experienced senior finance
executive with more than 25 years in
leadership roles across global banks and
emerging markets. At Standard Chartered, he
held positions such as Global CFO of Retail
Banking, CFO Regions and Clients, Global
Head of Investor Relations, and various
leadership roles in Wholesale Banking.
He has also been Group CFO and Executive
Director at Metro Bank Holdings PLC, where
he played a key role in improving performance,
strategy, and capital position, and served as
Group CFO at ClearBank.
A Chartered Accountant, James qualified with
Price Waterhouse in London. With
international experience in Hong Kong, India,
Qatar, South Africa, Singapore, and the UK, he
has also completed two 250-kilometre
ultramarathons.
Noël Harwerth OBE
Senior Independent Director
Date of appointment:
23 February 2023
Experience:
Noël has wide experience in banking and
financial services, with prior roles at Standard
Life, London Metals Exchange, Bank of
England, GE Capital Bank Europe, and
Sumitomo Mitsui Bank. She also worked with
Dominion Diamond, Avocet and Sirius
Minerals, as well as Alent, Corus, Logica,
Impellam Group, RSA Insurance Group and the
British Horseracing Authority, the London
Underground (Transport for London), and Tote.
Noël has a JD Degree from the University of
Texas Law School.
External appointments:
Noël is a non-executive director at OSB Group
plc. She is liveryman of the WCIB, Chair of the
UK chapter of Woman Corporate Directors
and a member of the IWF.
Key
Audit Committee
Nomination Committee
Risk Committee
Remuneration Committee
Director, Crown Agents Bank Limited
Chair
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Board of Directors continued
Dr Caroline Brown
Independent Non-executive Director
Date of appointment:
26 April 2023
Experience:
Dr Brown’s experience includes 15 years in corporate
finance with BAML (New York), UBS and HSBC; 15
years as an operating CFO in technology and
engineering businesses and 25 years chairing audit
and risk committees of listed entities including WAG
Payments Solutions plc and Earthport plc prior to its
acquisition by VISA International. She holds a BA
(first) and PhD from the University of Cambridge, an
MBA from the University of London and is a Fellow of
the Chartered Institute of Management Accountants.
External appointments:
Caroline chairs the audit and risk committees of two
FTSE250 companies, IP Group plc and Ceres Power
Holdings plc, is an independent non-executive
director for Luceco plc and is an external member of
Clifford Chance’s Global Partnership Council and its
audit and risk committee.
Susanne Chishti
Independent Non-executive Director
Date of appointment:
26 April 2023
Experience:
Susanne has over 25 years of expertise on
organisational governance in the SME market, holding
senior positions at Deutsche Bank, Lloyds Banking
Group, Morgan Stanley and Accenture. Susanne co-
edited ‘The FINTECH Book’ series and was
recognised in the Evening Standard’s ‘Top 10 global
fintech influencers’ in 2022, the ‘Fintech Champion of
the Year’ in 2019 (Women in Finance) and in the
European Digital Financial Services ‘Power 50’ in
2015. Susanne holds an MBA from Vienna University
of Economics and Business.
External appointments:
Susanne is Chair of FINTECH Circle, Europe’s first
Angel Network focused on fintech innovation and sits
on the Advisory Board of Elevator Ventures by
Raiffeisen Bank International.
Jennifer Johnson-Calari
Independent Non-executive Director
Date of appointment:
26 April 2023
Experience:
Jennifer brings over 40 years experience in
international financial markets. At the World Bank,
she was directly responsible for the management of
substantial foreign currency portfolios and worked
with central banks and sovereign wealth funds in
emerging and frontier markets in building their own
foreign currency reserves investment capacity. She
began her career at the Federal Reserve Board in
international bank supervision later with the
Comptroller of the Currency as a specialist in market
risk management.
External appointments:
Jennifer is Non-executive Director of Momentum
Global Investment Management, London and CAIM,
London and an independent Non-Executive Director
of Clubhouse International in New York.
Karen Jordan
Independent Non-executive Director
Date of appointment:
26 April 2023
Experience:
A specialist in banking and asset management, Karen
has worked with PwC, Barclays and State Street. In
her executive career she advised on global and cross-
border regulatory and law enforcement matters on a
range of complex governance, regulatory and
reputational challenges, taking the lead role in
ensuring that projects to provide redress to clients due
to mis-selling or wrongdoing were well-managed and
produced fair outcomes. Karen has an auditing
background and is a qualified Chartered Certified
Accountant.
External appointments:
Karen is the Chair of MT Capital Management Limited,
a private asset management company. She also
serves on the board of Protect, the whistleblower
charity, and chairs its Audit and Risk Committee.
Key
Audit Committee
Nomination Committee
Risk Committee
Remuneration Committee
Director, Crown Agents Bank Limited
Chair
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Board of Directors continued
Peter Klein
Independent Non-executive Director
Date of appointment:
27 June 2025
Experience:
Peter Klein is a seasoned financial services executive
and board adviser with a track record of leading high-
growth, transformational initiatives across global
financial markets. Most recently, as EVP at
Mastercard, he built and ran the cross-border
payments business and led one of the company’s
largest-ever acquisitions ($3bn). Peter has also
served as CEO of Saxo Bank UK, President at
Earthport, and global head of FX Prime Brokerage at
both BofA Merrill Lynch and JP Morgan. He began his
career at Citibank, holding leadership roles across the
U.S., Europe, and Asia. Peter is actively shaping the
next wave of payments and fintech innovation
through his work as an investor and strategic adviser
to a select group of emerging ventures
External appointments:
None
Henry Obi
Non-executive Director
Date of appointment:
30 April 2025
Experience:
Henry Obi is the Partner responsible for public and
regulatory affairs at Helios Investment Partners and is
a member of the Helios’ Investment Committee.
Previously, he was a Partner and Chief Operating
Officer at Helios from its inception in 2006 until 2018.
Before joining Helios, Henry was a Partner at Aureos
Capital.
He has previously been a board member of Eland Oil
and Gas PLC and was the Chairman of the Emerging
Market Private Equity Association's (EMPEA) Africa
Council, based in Washington DC.
Henry holds an MBA from the London Business
School. He was awarded a CBE in 2021.
External appointments:
Henry is a Governor at the London Business School,
and a Trustee of Prostate Cancer UK.
Kushagra Saxena
Independent Non-executive Director
Date of appointment:
27 June 2025
Experience:
Kush Saxena is a senior fintech executive and
entrepreneur with a 20+ year track record driving P&L
growth, digital innovation, and strategic
transformation globally. He has led multi-billion dollar
businesses as CEO of GetNet and EVP at Mastercard,
delivering outsized value through technology-enabled
growth and M&A. Kush also brings deep
entrepreneurial expertise through his venture
incubation, advisory and investment platform,
Function Ventures. Recognised as a World Economic
Forum Young Global Leader and Forbes Councils
member, he combines Fortune 50 leadership, venture
agility, and ecosystem influence to help boards drive
strategic growth, operational excellence, and
sustainable value creation.
External appointments:
Kush’s board and advisory roles span public, private,
and venture-backed companies, including GetNet
(NASDAQ: GET), Biovie (NASDAQ: BIVI), Deere
& Co.'s Global Innovation Council and Function
Ventures.
Nitin Kaul
Non-executive Director
Date of appointment:
30 April 2025
Experience:
Nitin has 25 years’ experience in strategy consulting,
M&A, restructuring and business transformation
across multiple business segments in developed and
emerging markets. Prior to joining Helios in February
2018, he co-founded a boutique advisory firm focused
on M&A, restructuring and operations management,
primarily advising private businesses buying from or
selling companies to private equity firms.
Previously Nitin worked at Gates Corporation as
President for diversified industrial and aftermarket
businesses across emerging markets. He was a
member of the Executive Committee and of the
management team that led the sale of Gates
Corporation to Blackstone in 2014. Prior to Gates,
Nitin worked at Tomkins for over 10 years in various
senior roles. He was previously a senior manager at
Arthur Andersen.
External appointments:
Nitin serves on the Boards of Directors of Axxela,
TPAY Mobile FZ-LLC, Misr Hytech and T2S.
For further details on our Board of Directors
please visit https://cabpayments.com/investors
Key
Audit Committee
Nomination Committee
Risk Committee
Remuneration Committee
Director, Crown Agents Bank Limited
Chair
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Key Board Metrics (at 31 December 2025)
Key Roles (Chair, CEO, CFO and SID)
l
Male
50%
l
Female
50%
Gender
l
Male
50%
l
Female
50%
Length of service
l
0–3 Years
100%
l
3–6 Years
–
l
6–9 Years
–
Independence of Non-executives
l
Non-independent
22%
l
Independent
78%
Board changes
During the period and to the date of this Annual Report the following changes to the composition of the Board took place:
■ Richard Hallett resigned from the Board and from his position as CFO on 10 February 2025.
■ James Hopkinson joined the Company on 10 March 2025 and was appointed to the Board on 17 July 2025 following regulatory approval.
■ Simon Poole resigned from the Board on 30 April 2025.
■ Nitin Kaul was appointed to the Board on 30 April 2025.
■ Henry Obi was appointed to the Board on 30 April 2025.
■ Peter Klein was appointed to the Board on 27 June 2025.
■ Kushagra Saxena was appointed to the Board on 27 June 2025.
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Corporate Governance Statement
Statement of Compliance with the 2024 UK Corporate Governance Code
As a company in the Equity Shares (Commercial Companies) (ESCC) listing category on the
London Stock Exchange, the Company is reporting in accordance with the UK Corporate
Governance Code published in January 2024 (the Code).
The Code sets out standards of good practice in relation to board leadership and
effectiveness, remuneration, accountability and relations with shareholders.
Section
Page
Board Leadership and Company Purpose
■ Purpose, values, strategy and culture
■ Stakeholder engagement
■ Workforce engagement and whistleblowing
Division of Responsibilities
■ The role of the Board and Committees
■ The balance of the Board and division of responsibilities
■ Board policies and processes
Composition, Succession and Evaluation
■ Board appointments, succession, and Board diversity
■ Skills, experience, and length of service
■ Board and Committee evaluation
The Board confirms that the Company has fully complied with the Code throughout the
period under review. As the 2024 update to Provision 29 will not become effective until the
reporting period beginning on 1 January 2026, the Company has complied with the existing
Provision 29 as found in the 2018 version of the Code during the period under review.
Copies of the 2024 Code are available from
the FRC website at www.frc.org.uk
Section
Page
Audit, Risk and Internal Control
■ The oversight of corporate reporting and the external audit
■ The oversight of internal audit
■ The management of risk and internal controls
■ Going concern and Viability Statement
Remuneration
■ Remuneration Policy
■ Remuneration outcomes
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Corporate Governance Statement continued
Board Leadership and Company Purpose
The Board of Directors
The principal duties of the Board are to
provide the Company’s strategic leadership,
to determine the fundamental management
policies of the Group and to oversee the
performance of the Company’s business in
order to promote long-term, sustainable
success. The Board is the principal decision-
making body for all matters that are
significant to the Group, whether in terms of
their strategic, financial or reputational
implications. The Board has final authority
to decide on all issues save for those which
are specifically reserved to the general
meeting of shareholders by law or by the
Articles of Association.
The key responsibilities of the Board include:
■ determining the Company’s strategy,
budget and structure;
■ approving the fundamental policies of the
Group;
■ implementing and overseeing
appropriate financial reporting
procedures, risk management policies
and other internal and financial controls;
■ proposing the issuance of new ordinary
shares and any restructuring of the
Company;
■ determining the remuneration policies of
the Company;
■ ensuring the independence of Directors
and that potential conflicts of interest are
managed; and
■ calling shareholder meetings and
ensuring appropriate communication
with shareholders.
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Corporate Governance Statement continued
Division of Responsibilities
There is a clear division of responsibilities
between leadership of the Board and
executive management leadership of the
Company’s business. Ann Cairns was
appointed as Chair on 26 May 2023 and was
independent on her appointment to the role.
Neeraj Kapur was appointed as CEO on 20
June 2024, and, therefore, the roles of Chair
and CEO are held by different people. Noël
Harwerth, Senior Independent Director, was
appointed on 23 February 2023.
The key responsibilities of the Board and its
Committees are set out in writing and are
available on the Company’s website at
https://cabpayments.com/investors/ where
the following documents are published:
■ Schedule of Matters Reserved for the
Board
■ Terms of Reference for each Committee
of the Board
■ Responsibilities of Chair, CEO and Senior
Independent Director
Each of these documents was reviewed and
approved by the Board during the period
under review. In addition to the eight
scheduled meetings of the full Board during
2025, the Chair and Non-executive Directors
held discussions without the Executive
Directors present at the end of each Board
meeting. This ensures a free and frank
exchange of views on the effectiveness of
the Executive Directors and executive
management and provides an opportunity
to discuss any other matters as necessary.
In December 2025, the Senior Independent Director held a separate meeting with the Non-executive Directors, without the Chair present, to
evaluate the performance of the Chair as part of the Board’s annual performance review. Further details of this review are set out on page 71.
Roles and division of responsibilities – Board positions
Chair
Non-executive Directors
Senior Independent Director
■ Responsible for the operation, leadership and
governance of the Board.
■ Ensures all Directors are fully informed of matters and
receive precise, timely and clear information sufficient to
make informed judgements.
■ Sets Board agendas and ensures sufficient time is
allocated to ensure effective debate to support sound
decision-making.
■ Ensures the effectiveness of the Board.
■ Engages in discussions with shareholders.
■ Meets with the Non-Executive Directors independently of
the Executive Directors.
■ Independent, experienced and
influential individuals from diverse
range of industries, backgrounds
and countries.
■ Acts as a sounding board for the Chair and
serves as an intermediary for the other
Directors when necessary.
■ Available to shareholders if they have
concerns where contact through the normal
channels has failed.
■ Together with the other Non-executive
Directors, leads the review of the performance
of the Chair, taking into account the views of
the Executive Directors.
■ Responsible for managing an orderly
succession process for the Chair.
Chief Executive Officer
Chief Financial Officer
Group Company Secretary
■ Develops the Group’s strategic direction for consideration
and approval by the Board.
■ Implements the strategy agreed by the Board.
■ Leads and is supported by the Executive Committee.
■ Manages the Company and the Group.
■ Along with the Chief Financial Officer, leads discussions
with investors.
■ Manages all aspects of the
Group’s financial affairs.
■ Responsible for the management
of the capital structure of the
Company.
■ Contributes to the management of
the Group’s operations.
■ Along with the Chief Executive,
leads discussions with investors.
■ Is a member of the Executive
Committee.
■ The Board is supported by the Group
Company Secretary who ensures information
is made available to Board members in a
timely fashion.
■ Supports the Chair in setting Board agendas,
designing and delivering Board inductions
and Board evaluations, and co-ordinates post
evaluation action plans, including risk review
and training requirements for the Board.
■ Advises on corporate governance matters.
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Corporate Governance Statement continued
Committees of the Board
Certain specific responsibilities are
delegated to the Committees of the Board,
notably the Audit, Nomination, Risk and
Remuneration Committees, which operate
within clearly defined terms of reference and
report regularly to the Board. Further details
are set out in the reports of each Committee
that follow this Statement.
A Disclosure Committee of the Board is also
in place, to ensure that adequate
procedures, systems and controls are
maintained and operated to enable the
Company to comply fully with its obligations
regarding the timely and accurate
identification and disclosure of all
information to meet the legal and regulatory
obligations and requirements arising from
the Companies Act 2006, the UK Listing
Rules, the Disclosure Guidance and
Transparency Rules and the UK Market
Abuse Regulation. The Board notes,
however, that the existence of this
Disclosure Committee does not absolve the
Board from its obligations in this area. This
Committee comprises the CEO, the CFO, the
Chair of the Board, the Senior Independent
Non-executive Director and the Chair of the
Audit Committee. By its nature, the
Disclosure Committee meets on an ad-hoc
basis, when circumstances require.
Membership of each Committee of the
Board is reviewed annually and minutes of
Committee meetings are made available to
all Directors on a timely basis. The written
terms of reference for the Audit, Risk,
Disclosure, Nomination and Remuneration
Committees, all of which were reviewed,
updated where necessary and approved
during the year, are available on the
Company’s website at https://
cabpayments.com/investors. The Chairs of
the Audit, Nomination, Risk and
Remuneration Committees intend to be
available at the AGM to answer questions
on the work of their respective Committees.
Group Company Secretary
All Directors have direct access to the Group
Company Secretary, Lesley Martin, who is
responsible for advising the Board on all
governance matters. The appointment and
removal of the Company Secretary is a
reserved matter for the whole Board.
Independence
The Nomination Committee, on behalf of the
Board, has considered the independence of
its Non-executive Directors and confirms
that all of the Non-executive Directors
designated as being ‘independent’ within
the meaning of the Code are free from any
business or other relationship that could
materially interfere with the exercise of their
independent judgement with the exception
of Nitin Kaul and Henry Obi, who represent
the Company’s significant shareholder. The
Board therefore consists of seven
independent Non-executive Directors, two
Executive Directors and two non-
independent Non-executive Directors as
well as the Chair, who was considered to be
independent on appointment.
Board attendance
Members during the period
under review
Attendance
Ann Cairns (Chair)
8 of 8
Caroline Brown
8 of 8
Susanne Chishti
8 of 8
Richard Hallett1
1 of 1
Noël Harwerth
8 of 8
James Hopkinson2
4 of 4
Jennifer Johnson-Calari
8 of 8
Karen Jordan
8 of 8
Neeraj Kapur
8 of 8
Nitin Kaul3
5 of 5
Peter Klein4
4 of 4
Henry Obi5
5 of 5
Simon Poole6
4 of 4
Kush Saxena7
4 of 4
Notes
1. Richard Hallett stepped down from the Board on 10
February 2025.
2. James Hopkinson was appointed as CFO on 10 March
2025 and joined the Board on 17 July 2025 following
regulatory approval. He attended Board meetings held
between his hiring date and the date of his approval as a
guest.
3. Nitin Kaul was appointed a Director and joined the Board
on 30 April 2025.
4. Peter Klein was appointed a Director and joined the Board
on 27 June 2025.
5. Henry Obi was appointed a Director and joined the Board
on 30 April 2025.
6. Simon Poole stepped down from the Board on 30 April
2025.
7. Kush Saxena was appointed a Director and joined the
Board on 27 June 2025.
Conflicts of Interests
and Directors’ Concerns
The Group has procedures in place, which
are reviewed on an annual basis, to deal
with the situation where a Director has a
conflict of interest.
At the beginning of each Board meeting,
Directors are reminded of their duties under
sections 175, 177 and 182 of the
Companies Act 2006 which relate to the
disclosure of any conflicts of interest prior to
any matter that may be discussed by the
Board. Directors also notify the Board of any
other new board and other appointments
that they have or are about to take on so
that they can be recorded and reviewed by
the other Directors.
A procedure is in place for Directors to raise
concerns about the operation of the Board
or the management that cannot be resolved
through the Senior Independent Director.
Board Development
New Directors participate in an induction
programme on the operations and activities
of the Group, the role of the Board and the
matters reserved for its decision, the Group’s
corporate governance practices and
procedures and their duties, responsibilities
and obligations as Directors of a listed
public company. This programme is
supplemented by meetings with, and
presentations by, senior executives and the
Group’s advisers. During 2025, specific
training sessions have been run on artificial
intelligence in industry, whistleblowing,
digital currency market evolution and
interest rate risk management.
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Corporate Governance Statement continued
Board Performance Review
After the comprehensive external review of
the Board and its Committees conducted in
2024, the Chair oversaw an internal
assessment of performance and progress in
December 2025.
Progress since 2025 Review
Board members consider there to have been
good progress on the areas of focus
identified at the start of 2025:
■ The Board has maintained its emphasis
on thoroughly evaluating business
activities, underscoring the utilisation of
financial models and monthly reporting
on key performance indicators to
enhance its understanding of operations
and substantiate the medium-term
outlook.
■ The Board and Risk Committee continue
to evaluate the Group’s strategic
priorities, taking into account the evolving
risk landscape as new business lines
emerge and reviewing the operational
model’s capacity to meet the PRA’s risk
management requirements and support
medium-term growth objectives.
■ The Nomination and Risk Committees
continue to oversee assurance of the
Group’s capability of delivering on the
strategic objectives, noting the uplift
achieved during the year within the first
line of defence. This has included the
further embedding of 1LoD risk
ownership and mitigation practices,
supporting the continued progression of
the Group’s risk maturity.
Review process
A review of the performance of the Board,
its Committees, the Board Chair and
individual Directors takes place annually
and is led by the Board Chair with support
from the Group Company Secretary.
The 2025 Review approach concentrated on
assessing the Board's existing operational
strengths and determining modifications
that would further improve its fulfilment of
responsibilities and overall performance. 
Following discussions between the Chair
and the Group Company Secretary, which
included the provision of internal policy
documents, an initial questionnaire was
developed for the Board and each of its
Committees. Directors completed the
confidential survey, with their answers
forming a report for discussion by the whole
Board. The conclusions and insights gained
were discussed, with areas of focus for 2026
identified for final discussion by the Board.
Review findings
Based on responses to the self-evaluation
undertaken by the Board and its Committees
in Q4 of 2025, Board members were satisfied
with the Board’s performance in 2025 and
highlighted the following strengths:
■ Board composition
There has been good progress over the
year to increase the Board’s diversity,
which continues to be aligned to the
Company’s values. 
■ Meeting management
There is a good balance of challenge and
discussion at meetings providing clarity. In
particular in the strategic direction of
travel for the Company. 
■ Good discussion and debate
Board members confirmed that meetings
are conducted in a way that fosters
dialogue and productive decisions.
Action plans arising from Review
The Review highlighted the following as
areas for potential enhancements:
■ Focus on the risks and opportunities
arising from expansion into new
geographies and a decentralised sales
model.
■ Monitor investment in AI and automation
to support developments into digital
payments.
■ Develop deeper understanding of
competitors’ strengths and weaknesses.
■ Seek input from external experts on
trends affecting the industry and how
they perceive the Group to be positioned
to respond to those trends.
■ Deepen understanding of geopolitical
threats to the Group’s business and how
the Group can respond most effectively.
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Corporate Governance Statement continued
Core activities and key decisions considered by the Board during 2025
Board meeting agendas addressed the key areas of strategy, governance, risk and financial performance in line with the Matters Reserved
to the Board and the forward planner.
Strategy
llll
Performance
llll
■ Throughout the year, the Board actively engaged in strategic planning
and business development discussions, culminating in a dedicated
strategy session to review strategic initiatives and chart the future
direction of the Group.
■ Monitored financial performance against the budget, prior year and
analyst consensus.
■ Approved all financial results announcements and publications and the
FY24 Annual Report.
■ Reviewed the risks and opportunities for the FY25 budget and agreed
the direction of travel for the FY26 budget and the three year plan.
Business, operational highlights and current trading
llll
People and leadership
lll
■ Monitored the execution of the restructure programme from planning to
implementation.
■ Received regular business performance updates, including the issues
and challenges faced by management through reporting from the CEO,
CFO and CRO and other members of the Executive Committee.
■ Received presentations from each business area over the course of
the year.
■ Reviewed management and external presentations covering critical
areas such as geographic expansion, cyber security enhancements,
technology infrastructure and AI implementation.
■ Appointed James Hopkinson as CFO.
■ Appointed Kush Saxena and Peter Klein as Independent Non-executive
Directors.
■ Appointed Nitin Kaul and Henry Obi as Nominee Non-executive Directors
representing Helios.
■ Oversaw changes in executive management.
■ Received reports on workforce engagement and considered results and
actions arising from the employee engagement survey.
Risk and compliance
lll
Governance and investor relations
ll
■ Received regular reports from the Chief Risk Officer and MLRO.
■ Reviewed Risk & Control Profile update.
■ Reviewed and approved the Group’s Risk Appetite Statements &
Tolerance Limits.
■ Reviewed and approved the Group’s Enterprise Risk Management
Framework.
■ Received regular reports on Consumer Duty.
■ Responsible Business (including ESG).
■ Conducted the Board and Committee performance review.
■ Received reports from Board Committee Chairs following each of their
meetings.
■ Approved Group policies on issues including whistleblowing, non-audit
services and tax.
■ Reviewed investor relation strategy and monitored share price
performance.
Board development
llll
■ Received deep dives and training sessions, including:
– market view
– artificial intelligence in industry
– whistleblowing
– digital currency market evolution
– financial crime risk.
In considering the above, the Board considers the views of all
impacted stakeholders whilst acting in the best interests of the
Company and members as a whole, as set out in the
s172 Statement on pages 56 to 58.
Key to Strategy
NETWORK
CLIENTS
PLATFORM
INVEST & INNOVATE
See our Strategy section /
Page  16
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Corporate Governance Statement continued
Financial and Business Reporting
The Board ensures resources are in place to
achieve the Group’s objectives and monitors
performance. It reviews and approves the
annual budget, assesses Executive
Directors’ implementation of strategy, and
has reviewed the 2026 Budget and
Business Plan for allocating resources and
capital expenditure.
Audit, Risk and Internal Control
The Board oversees financial reporting, risk
management, regulatory compliance, and
internal controls for the Group, with support
from the Audit and Risk Committees. Terms
of reference for each of the Committees are
reviewed on an annual basis, most recently
in October 2025, to ensure that they are in
keeping with market models while also
working together to cover all matters
appropriate to their area of focus. All
Committee terms of reference are available
on the Company’s website https://
cabpayments.com/investors/ .
The experience of the Committee members
is as follows:
■ Karen Jordan has an auditing
background and executive experience
in banking and asset management.
She qualified as a Chartered Certified
Accountant in 1992.
■ Jennifer Johnson-Calari brings over 39
years of financial services experience
across governance, central banking,
portfolio and risk management and bank
supervision.
■ Noël Harwerth has experience on audit
committees of several multinational
boards, including governmental agencies
and listed companies.
■ Caroline Brown has 25 years’ experience
of chairing audit and risk committees of
listed businesses. She is a Fellow of the
Chartered Institute of Management
Accounting.
Risk and Internal Controls
The Board is collectively responsible for
the Group’s risk assessment process and
management of major business risks and
controls; details of the Group’s assessment
of its principal risks and uncertainties are set
out on pages 47 to 53.
The Group’s risk management process
consists of several critical stages, each
designed to assist the Board in fulfilling its
responsibilities in accordance with the
Corporate Governance Code:
a) Assessing the risks to which the Group
is exposed at multiple levels, utilising the
Group’s established Risk Taxonomy.
b) Evaluation or quantification of the
identified risks utilising appropriate risk
management methodologies.
c) Addressing risk exposures by
implementing and managing suitable
controls to reduce risks to acceptable
levels.
d) Ongoing monitoring and reporting of
these risks to ensure they remain within
the Group’s defined risk appetite.
The Group maintains a strong control
environment founded on a comprehensive
framework designed to uphold the integrity
and transparency of financial reporting,
promote operational efficiency, and ensure
adherence to regulatory requirements.
During the year, a thorough review of the
2024 Corporate Governance Code was
performed, enhancing the Group Enterprise
Risk Management Framework to
incorporate the requirements of Provision 29
with a specific focus on the identification
and assessment of material controls. The
Group introduced a Control Testing and
Assurance Procedure to further develop a
consistent and proportionate testing
methodology aligned to the Code.
Based on the work performed in 2025, the
Board is satisfied that the Group’s material
controls are operating effectively and that
the internal control environment is
appropriate for managing the Group’s
principal risks.
The Group is continuing to enhance control
documentation and evidence traceability to
further strengthen the assurance base.
The outcome of this review provides a
robust foundation for the Group to progress
toward issuing its first formal declaration of
material control effectiveness in respect of
the year ending 31 December 2026, in line
with the requirements of Provision 29 of the
2024 UK Corporate Governance Code.
Going Concern
After making enquiries, the Directors have a
reasonable expectation that the Company
and the Group have adequate resources to
continue in operational existence for a
period of at least 12 months from the date
of approval of this Annual Report.
Accordingly, and consistent with the FRC’s
‘Corporate Governance Code Guidance’
published in 2024 and the FRC’s ‘Guidance
on the Going Concern Basis of Accounting
and Related Reporting’ published in 2025,
they continue to adopt the going concern
basis in preparing the annual financial
statements.
Purpose, values, strategy
and culture
Strategy and Business Model
The Group’s governance framework (see
page 68) facilitates the delivery of strategy. 
While the Board retains responsibility for the
approval of the Group’s strategic direction, it
delegates responsibility, as needed, to both
its Committees and executive management. 
The Board and its Committees receive
regular feedback on KPIs to monitor the
implementation of strategy.
More detail on the Group’s strategy and
business model can be found in the
Strategic Report on pages 10 to 60 of this
Annual Report.
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Corporate Governance Statement continued
Operational Performance
Mechanisms for Monitoring and Assessing Culture
Workforce Engagement Sessions
Employee Resource Groups
Employee Engagement
All Non-executive Directors participate in the Board’s
workforce engagement programme, meeting and
engaging directly with groups of employees. We aim to
provide the Board with a greater understanding of the
views of colleagues on the Company’s strategy,
performance, values, governance, culture, working
environment or any other topic of importance to
employees, and to inform the Board on related
decision-making.
We have a number of employee resource groups
which create connections and community within our
employee and workforce population. They provide
communities of support and enable management to
better understand concerns of diverse groups within
our workforce. Feedback from the groups is used to
assist the Board in monitoring the culture.
Our annual global employee engagement survey
provides employees with an opportunity to feedback
their experience of working at the Company, including
areas which are working well and those that could be
improved. The survey, which takes the form of a
questionnaire with the ability to provide commentary,
is conducted and managed by a third-party provider.
All responses are treated confidentially with the results
being reported back to management, enabling them to
create action plans per team. Key themes and
feedback is also reported to the Board.
How the Board assesses Culture
Site Visits
Town Hall and Focus Group Meetings
Remuneration Engagement
Directors regularly visit the Group’s London
headquarters during the course of the year for
meetings and for familiarisation visits. Directors visited
the Group’s offices in New York to celebrate its official
opening.
Non-executive Directors participate in both virtual and
physical town hall sessions and smaller focus group
sessions during the year, as part of the Board’s
workforce engagement programme. Attendees are
invited from particular markets and functions, including
contractors, temporary and remote workers, often in
non-leadership roles. The scope of topics discussed is
broad, covering culture and aspects of working at the
Company.
The Chair of the Remuneration Committee meets with
a focus group of employees annually to discuss the
approach to executive pay. Through this engagement,
we aim to both deepen employees’ understanding of
the ways in which executive pay decisions are made
and receive feedback and views from employees on
the Company’s approach to executive remuneration in
the context of broader reward and pay policy within
the Group.
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Corporate Governance Statement continued
The Board oversees culture and ensures
that Company policies, practices, and
behaviours align with the Group’s purpose,
values, and strategy. The Board oversees
employee morale and organisational culture
by reviewing employee survey results, which
are regularly presented and discussed by
the Group Chief People Officer.
New joiners and Directors complete
induction courses covering current
regulatory requirements and sessions on
promoting the Company’s culture. These are
then supplemented with regular updates
and training reviews throughout the
individual’s tenure with the Group.
Workforce Policies and Practice
The Board ensures workforce policies align
with the Group’s values and strategy for
long-term sustainable success. The Board
holds responsibility for the approval and
ongoing review of the Group's key policies,
which encompass areas such as business
conduct, regulatory compliance,
whistleblowing, modern slavery and human
trafficking, code of ethics, financial crime
prevention, and conflicts of interest. These
policies, including any proposed
amendments, will continue to be reviewed
annually to ensure their continued relevance
and effectiveness.
Workforce Engagement
The Board and executive management
engage with employees through a wide
range of channels including regular
anonymous workforce surveys, regular town
hall meetings accessible to all employees
and, new for 2025, an engagement forum
known as ‘Voice Up’ for representative
groups of employees to discuss a range of
topics of concern to the workforce.
Susanne Chishti continues in her role as
Workforce Engagement Director and leads
the continuing development of our employee
engagement programme. Her primary focus
is to provide the Board with valuable
insights, perspectives and feedback from the
workforce. She has actively engaged
employees from a wide range of business
areas and levels within the Company by
speaking at town hall meetings and hosting
a series of breakfast sessions with a diverse
group of representative employees.
These engagements are designed to
enhance the relationship between the Board
and employees, offering valuable insights
that support informed decision-making on
critical workforce matters.
Whistleblowing
The Board ensures employees can raise
concerns confidently, knowing they will be
heard, protected from reprisals, and taken
seriously. The Board has delegated
responsibility for overseeing the Group’s
whistleblowing policies and procedures to
the Risk Committee, with Karen Jordan
designated as the Board’s appointed
Whistleblowing Champion. The Group offers
a confidential whistleblowing service,
including a 24/7 independent hotline,
allowing colleagues to anonymously report
concerns through secure channels.
A dedicated team handles whistleblower
reports, ensuring they are investigated
thoroughly, independently, and
confidentially. When a report is received, the
team evaluates the concerns and
designates a suitable manager to conduct a
confidential and anonymous investigation,
ensuring that any necessary corrective
actions are implemented.
Employees are routinely provided with
training on whistleblowing protocols, and
are consistently reminded of the confidential
helpline and additional reporting
mechanisms available to them.
Stakeholder Engagement
Throughout 2026, the Board will further
refine its methodology for evaluating
stakeholder considerations as an integral
part of its decision-making process. Details
of how the Board has engaged with
stakeholder groups through 2025 can be
found in the s172 Statement on pages 56 to
58 of this Annual Report.
Shareholders
The Company maintains an Investor
Relations function to support
communication between the Board and
both current and prospective shareholders.
When permitted under UK MAR, Executive
Directors regularly engage with major
investors, meeting them after the
Company’s 2024 full-year and 2025 half-
year results to address concerns and gather
feedback. Shareholders can also discuss
governance issues with the Chair or Senior
Independent Director, as appropriate.
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Corporate Governance Statement continued
Relationship Agreement
The Company’s principal shareholders,
Helios Investors III, LP and Helios Investors
III (A), LP (together, the ‘Helios Funds’), each
acting by its general partner Helios Investors
GENPAR III, LP, have entered into a
relationship agreement with the Company
(the ‘Relationship Agreement’). The
Relationship Agreement will for such time as
the individual or combined shareholdings of
the Helios Funds are greater than or equal
to 10%, regulate the ongoing relationship
between the Company and the Helios
Funds, in particular arrangements to ensure
that the Company is capable of carrying on
its business independently of Helios and
that transactions and arrangements with
the Helios Funds are conducted at arm’s
length and on normal commercial terms. The
Board has also agreed procedures for
monitoring related party transactions under
Chapters 6 to 10 of the UK Listing Rules.
Any new contract with the Helios Funds will
require Board approval. The Helios Funds
have also undertaken not to exercise their
voting rights to amend the Articles of
Association in a way which would be
inconsistent with the provisions of the
Relationship Agreement and to abstain from
voting on any resolution to approve a
related party transaction (as defined in the
UK Listing Rule 8.1.7R) in which the Helios
Funds are interested.
The Independent Non-executive Directors
review the Relationship Agreement annually
to ensure that they are satisfied that the
Company has complied with the
independence provisions included in the
Relationship Agreement during the relevant
financial year. The 2025 review was
completed in December 2025.
As far as the Company is aware, Helios
Funds have complied with these provisions
during the financial year ended
31 December 2025.
Remuneration
The Directors’ Remuneration Report is set
out on pages 88 to 108 and provides details
of our Remuneration Policy and how it has
been implemented, together with the
activities of the Remuneration Committee.
AGM
The Company’s 2026 AGM will be held in-
person at 2.00pm on Wednesday 29 April
2026 at the Company’s offices at 3 London
Bridge Street, London SE1 9SG, with a
webcast available on the Company’s
website.
The Board views the AGM as a valuable
opportunity to communicate with private
shareholders in particular, for whom it
provides the opportunity to ask questions of
the Chair and, through her, the Chairs of the
key Committees and other Directors.
To ensure transparent representation of
shareholder views, resolutions at the 2026
AGM will be subject to poll voting. This gives
shareholders the ability to vote directly on
the resolutions either in person at the
meeting, or by submitting their proxy
instructions to the Company’s Registrar,
Equiniti, in advance of the meeting.
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Nomination Committee Report
A continuing focus on
succession planning
Committee membership and
meeting attendance during the
period under review
Members during the period under
review
Attendance
Ann Cairns (Chair)
6 of 6
Caroline Brown1
5 of 6
Susanne Chishti2
5 of 6
Noël Harwerth
6 of 6
Note
1Caroline Brown was unable to attend the Nomination
Committee meeting in February 2025 but received all
papers related to the meeting and had the opportunity to
discuss issues arising directly with the Committee Chair
before the meeting.
2Susanne Chishti was unable to attend the Nomination
Committee meeting in February 2025 but received all
papers related to the meeting and had the opportunity to
discuss issues arising directly with the Committee Chair
before the meeting.
Role and Responsibilities
The role of the Nomination Committee is to
keep under review the characteristics and
skills required of the Company’s Board of
Directors and executive management and to
ensure that the right people are identified to
fill those positions at the right time.
Key Duties
In accordance with its terms of reference
(which are available to view on the
Company’s website at https://
cabpayments.com/investors/ ), the
Nomination Committee’s key duties include:
■ regularly reviewing the Board structure,
size and composition (taking into
consideration skills, knowledge,
independence, experience and diversity)
and making recommendations to the
Board about suitable candidates for the
role of Senior Independent Director, and,
in consultation with Committee Chairs,
membership of Committees;
■ considering plans for orderly succession
on the Board and in the Group’s senior
leadership with a view to ensuring the
Ann Cairns
Chair, Nomination Committee
continued ability of the organisation to
grow and compete in the marketplace;
and
■ leading the search process and making
recommendations to the Board for the
appointment of new Directors.
Board Composition and Succession
The Committee is responsible for ensuring
that succession planning for Board
members and Executives is sufficiently
robust and diverse to serve the best
interests of the Group’s stakeholders and
deliver the strategic objectives of the Group.
Supported by the Group’s Chief People
Officer, the Committee has been heavily
focused on succession planning for senior
leadership roles, including reviews of
emergency succession plans for Executive
Committee members, supported by bespoke
development plans in place for high
performing individuals. There is a continued
focus on encouraging diversity in its
broadest sense to senior roles.
Part of this process is to ensure there are
succession plans in place for Board, CEO,
CFO and senior management positions
encompassing internal and external
candidates, and that there is a skills,
experience and diversity matrix which maps
each Director’s attributes against those that
are most relevant for the Board, taking into
account the future strategic direction of the
Group and target operating model. As well
as tracking the Board’s strengths, this
matrix is used to identify gaps in the
collective skills profile.
While appointments are based on the merits
of an individual candidate and objective
criteria, we also aim to promote diversity in
its broadest sense. This complements and
strengthens the overall Board and its
Committees’ skills, knowledge and
experience. Any appointments also take
account of all legal and regulatory
requirements.
In 2025, a significant proportion of the
Committee’s time was devoted to search
and selection processes and the
implementation of succession plans
relating to:
■ the resignation of Richard Hallett as CFO;
■ the recruitment of James Hopkinson as
CFO; and
■ the recruitment of two Independent Non-
executive Directors.
All members of the Board were invited to
participate in succession planning
discussions during the year. For each
appointment, the Committee agreed criteria,
including personal attributes such as cultural
fit, skills and experience.
Following detailed feedback from these
interviews, the Committee then selected
which individuals should progress to
interviews with further Board members.
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Nomination Committee Report continued
A description of the skills and experience of
all of the Directors is set out on pages 63 to
66 of this Annual Report, demonstrating the
comprehensive range of collective
experience of the areas in which the Group
operates that they bring to Board
discussions. The Board members also bring
practical knowledge and understanding of
central banks and the legal and regulatory
frameworks within which the Group
operates.
Board appointments
During 2025, the Committee recommended
the appointment of James Hopkinson as
CFO and Executive Director and of Peter
Klein and Kush Saxena as Independent
Non-executive Directors. Peter Klein and
Kush Saxena joined the Board on 27 June
2025 and James Hopkinson on 17 July 2025.
Biographical details for all members of the
Board can be found on pages 63 to 66.
Induction and Development
We have a comprehensive and tailored
induction programme in place for Directors
when they join the Board to ensure their
smooth transition and enable them to gain
an understanding of all major aspects of the
business. This includes an introduction to
our strategy, culture and values, alongside
our governance framework, and
sustainability strategy. When joining the
Board, a new Director typically meets
individually with each Board and Executive
Committee member, and with senior
leadership from key areas of the business to
gain an insight into their respective areas of
responsibility, as well as with key advisers.
The General Counsel and the Company
Secretary brief new Directors on Company
policies, Board and Committee procedures,
and core governance practice, which
includes Directors’ duties and the Market
Abuse Regulation, with further advice
available from the Company’s advisers.
They also receive induction materials,
including recent Board and Committee
papers and minutes, strategy papers,
investor presentations and copies of the
schedule of Matters Reserved for the Board
and the Board Committees’ Terms of
Reference.
Introduction to CAB
Induction materials
Company policies &
Board procedures
Director & Executive
briefings
An introduction to our strategy,
culture, values and governance
framework and sustainability
strategy.
Induction materials, including
recent Board and Committee
papers, and minutes, strategy
papers, investor presentations,
Matters reserved to the Board and
Committee Terms of Reference,
are shared.
Briefings from the General Counsel
and the Company Secretary on
Company policies, Board and
Committee procedures, and core
governance practice.
Individual meetings with Board and
Executive Committee members and
external advisors to ensure new
Directors gain an insight into their
respective areas of responsibility.
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Nomination Committee Report continued
Election and Re-election of Directors
Directors stand for election in accordance
with the provision of the Articles of
Association of the Company at the AGM and
will be subject to annual re-election in future
years in compliance with the Code. The
Nomination Committee is satisfied that the
contributions made by the Directors offering
themselves for election and re-election at
the AGM continue to benefit the Board and
shareholders will therefore be invited to
support their election and re-election.
External Directorships and Directors’
Time Commitments
Significant time commitments of potential
Directors are considered before an
appointment is formalised.
The Board believes, in principle, in the
benefit of Executive Directors accepting
non-executive directorships at other
companies in order to widen their skills and
knowledge for the benefit of the Group. All
such appointments require the prior
approval of the Board and the number of
external public company appointments is
limited to one. The Executive Directors have
not held any such appointments during the
period under review or to the date of this
Report.
The external time commitments of Non-
executive Directors have also been
considered and the Committee is confident
that they each have sufficient time available
to meet their Board responsibilities.
Performance Review
An internal review of the performance of the
Committee took place as part of the Board
Performance Review in November 2025.
Based on the responses offered, the
Directors were satisfied with the
Committee’s performance since the last
review. The performance review outcomes
focused on broader succession planning and
the development of a wider training
programme to expand the Board’s
understanding of market and product
opportunities; the Committee will build on
these matters through 2026.
Succession Planning
for Senior Executives
The 2024 Code continues from earlier codes
with the emphasis on succession planning
and the Committee continues to build on its
existing processes to strengthen its focus in
this area. The development of the Group’s
Executive Committee is also monitored to
ensure that there is an appropriate pipeline
of senior executives and potential future
Executive Directors with the required skills
and experience.
During 2025, the Committee reviewed a full
succession plan exercise for the Executive
Committee and their direct reports. This
included a gap analysis on successors, and
also identified skills and training
development needs that could enhance the
talent pipeline across the wider Group.
Board Diversity Policy
The Committee, the Board of Directors, and
the Group as a whole continue to pay full
regard to the benefits of diversity, including
gender and ethnic diversity, when searching
for candidates for the Board, the executive
management team and all other
appointments. The Board believes that
better business decisions can be made by
having representation from different
genders and cultural backgrounds with
differing skill sets, experience and
knowledge which reflect our client base and
the wider population.
Diversity of Board members is important to
provide the necessary range of background
experience, values and diversity of thinking
and perspectives to optimise the decision-
making process. Gender and ethnicity are
important aspects of diversity which the
Chair and the Committee will consider when
deciding upon the most appropriate
composition of the Board and its
Committees.
This policy and its effectiveness is reviewed
annually by the Nomination Committee with
any changes recommended to the Board for
its approval. If necessary, this policy will also
be reviewed on an ad-hoc basis in
consideration of any regulatory or
governance developments in relation to
Board diversity. At 31 December 2025, the
Committee reports the Group’s performance
against the diversity targets set out in FCA
UK Listing Rule 6.6.6(9) and 6.6.6(10), and
UK Listing Rule 6 Annex 1R.
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Nomination Committee Report continued
Gender Identity or Sex1
Percentage
Number of
Percentage
Number of senior
Number in executive
of executive
Number in
Percentage of
Board members
of the Board
positions on the Board2
management3
management3
general workforce
general workforce
Men
6
50.0%
2
3
50.0%
203
62.5%
Women
6
50.0%
2
3
50.0%
122
37.5%
Not specified/prefer not to say
-
-
-
-
-
-
-
Note
1This is based on employees’ self-declared gender.
Ethnic Background1
Number
Number
of senior
Number in
Percentage
Number
Percentage
of Board
Percentage of
positions on
executive
of executive
in general
of general
members
the Board
the Board2
management3
management3
workforce
workforce
White British or other White (including minority White groups)
7
58.3%
3
5
83.3%
159
48.9%
Mixed/multiple ethnic groups
-
-
-
-
-
14
4.3%
Asian/Asian British
3
25.0%
1
-
-
77
23.7%
Black/African/Caribbean/Black British
1
8.3%
-
1
16.7%
49
15.1%
Other ethnic group
1
8.3%
-
-
-
7
2.2%
Not specified/prefer not to say
-
-
-
-
-
19
5.8%
Note
1This is based on employees’ self-declared gender identity or sex and ethnicity.
2Chair, CEO, CFO and Senior Independent Director.
3The Executive Committee including the Company Secretary but excluding the Executive Directors and administrative and support staff.
The Committee notes that the Group has achieved each of the targets set out in the relevant Listing Rules relating to the Board, but not those set by the Board for Executive management in
response to the Parker Review. The Board believes an inclusive and diverse membership results in optimal decision-making and assists in the development and execution of a strategy which
promotes the success of the Group in line with its overall cultural expectations and for the benefit of its stakeholders and will continue to work towards more diverse representation at all
levels within the Group when opportunities arise.
Ann Cairns
Chair, Nomination Committee
4 March 2026
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Audit Committee Report
Strengthening compliance
and governance
I am pleased to introduce this year’s Report,
which aims to give stakeholders a clear
insight into the work we have done as a
Committee to provide challenge and
assurance on the integrity of this Annual
Report, the adequacy and effectiveness of
risk management and internal control
systems, and the effectiveness of both
internal audit and external audit.
The Committee continued its oversight of
the Group’s preparations to ensure
compliance against the recommendations
under the 2024 UK Corporate Governance
Code, particularly in relation to the
introduction of the new Provision 29.
This year the focus has been on defining
and getting the Board’s endorsement of our
material controls as well as developing our
approach on attestation.
Committee membership and
meeting attendance during
the period under review
Members during the period
under review
Attendance
Karen Jordan (Chair)
9 of 9
Caroline Brown1
8 of 9
Noël Harwerth
9 of 9
Jennifer Johnson-Calari
9 of 9
Note
1Caroline Brown was unable to attend one meeting but
received all papers relating to the business of the meeting
and had the opportunity to discuss any issues arising with
the Committee Chair before the meeting.
Key Responsibilities
Karen Jordan
Chair, Audit Committee
In summary, the Committee’s responsibilities
include the following:
■ Monitoring and assessing the integrity of
the financial statements, formal
announcements and regulatory
information in relation to the Group’s
financial performance, as well as
significant accounting judgements
■ Reviewing the effectiveness of, and
ensuring that management has
appropriate internal controls over,
financial reporting
■ Reviewing management’s arrangements
for compliance with the PRA’s regulatory
financial reporting
■ Reviewing and monitoring the
relationship with the external auditor and
overseeing its appointment, tenure,
rotation, remuneration, independence,
and engagement for non-audit services
■ Overseeing the work of the outsourced
Internal Audit provision, monitoring and
assessing the effectiveness, performance,
resourcing, independence, and standing
of the function
The Committee’s priorities in 2025 were:
■ Continuing to provide oversight of the
financial and regulatory reporting
process and integrity of financial
statements, including the governance of
forecasting and budget processes
■ Review and discussion of reports from
the CFO on the financial statements
■ Considering management’s significant
accounting judgements and the policies
being applied
■ Review of the 2024 Annual Report to
provide a recommendation to the Board
that, as a whole, it complied with the
2018 Code principle to be ‘fair, balanced
and understandable’
■ Challenge and scrutiny of management’s
assessment of the Group’s long-term
viability and its ability to continue as a
going concern
■ Management of the statutory audit
process, including oversight of the key
audit risks and level of materiality applied
by the external auditor, audit reports on
the financial statements and the areas of
particular focus for the audit
■ Assessment of the effectiveness of the
external audit process
■ Consideration and agreement of the
statutory audit fee for the year ended 31
December 2025
■ Review and approval of the non-audit
services provided by the External Auditor
and related fees
■ Oversight of the transition between
external audit firms
■ Monitoring progress against the internal
audit plan and reviewing the
effectiveness of the Internal Audit
function
■ Overseeing the risk management and
internal controls framework and its
effectiveness
■ Review of material internal controls and
preparations for the Board’s reporting on
effectiveness under Provision 29 of the
2024 Code
■ Reviewing TCFD disclosures and external
assurance over GHG reports
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■ Reviewing plans to meet CSRD reporting
requirements and increased assurance
over ESG data, in conjunction with the
Responsible Business Board Sub-
committee
■ Review of Group tax strategy
■ Assessment of fraud risk and
effectiveness of controls to minimise the
risk of loss or misstatement
■ Reviewing management’s assessment of
the adequacy of the Group’s insurance
cover
After each Committee meeting, which takes
place approximately once every two
months, I update the Board on the
Committee’s activities and raise any issues
that require the Board’s attention. I also
have regular meetings with the CFO, the
external auditors and the lead partner for
our outsourced internal audit function.
Audit Rotation
As announced in September 2024, the
Committee conducted a competitive tender
process which resulted in a recommendation
to the Board for the appointment of PwC as
our external auditor for the financial year
ending 31 December 2025.
Shareholder approval for PwC’s
appointment was received at the 2025 AGM
on 30 April 2025 and Forvis Mazars
resigned as auditor at the conclusion of the
meeting.
Karen Jordan
Chair, Audit Committee
4 March 2026
Significant Issues and
Other Accounting Judgements
The critical accounting judgements and key
sources of estimation uncertainty considered
by the Audit Committee in relation to the
Annual Report and Accounts 2025 are
outlined below and in more detail in Note 2
to the Financial Statements. The Audit
Committee also considered the going
concern statement set out on page 54 and
discussed these with the external auditor
during the year and, where appropriate,
these have been addressed as areas of
audit focus as outlined in the Independent
Auditor’s Report starting on page 117.
Management Override of Controls
The Audit Committee monitors the risk of
management overriding controls to
misrepresent business performance and
oversees internal control effectiveness
through both direct review and ongoing
audits by Grant Thornton.
The Committee recognises that Professional
Standards mandate the external auditor to
identify management override of controls as
a significant fraud risk. The independent
evaluations conducted by PwC and their
subsequent reports to the Committee
reinforce ongoing efforts by management
and the internal audit team to address and
mitigate this risk.
Fair, Balanced, and Understandable
To support the Board’s confirmation that the Annual Report and Accounts, taken as a
whole, is considered to be fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Company’s position,
performance, business model and strategy, the Committee oversaw the process by
which the Annual Report and Accounts was prepared, which runs in parallel with the
process followed by the External Auditor.
During 2025 the Committee considered the many components of business
performance to ensure it had a full understanding of the operations of the Group. Key
matters considered by the Committee include:
■ Reviewing, understanding and challenging the key judgements taken and
estimates made and ensuring transparent disclosure
■ Ensuring an appropriate balance of financial measures, reconciliations and
rationale for alternative performance measures
■ Considering each element of the ‘fair, balanced and understandable’ test to ensure
reporting was comprehensive, and in compliance with accounting standards and
other regulatory requirements
■ Undertaking a detailed assessment of the collaborative process of drafting the
Annual Report, which involves the Company’s Investor Relations, Company
Secretarial and Finance functions, with guidance and input from other relevant
functions and external advisers. It ensured that there is a clear and unified link
between this Annual Report and Accounts and the Company’s other external
reporting, and between the three main sections of the Annual Report and Accounts
The Committee therefore recommended to the Board (which the Board subsequently
approved) that, taken as a whole, the 2025 Annual Report and Accounts is fair,
balanced and understandable and provides the necessary information for
shareholders to assess the Company’s position and performance, business model
and strategy.
The terms of reference for the Audit Committee
are available on the Company’s website
https://cabpayments.com/investors/
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First-time adoption of hedge accounting
The Audit Committee recognises the
inherent complexity of hedge accounting
and acknowledges that the initial
implementation carries an elevated risk of
errors or misstatements.
The Committee, together with the Risk
Committee, monitored the Group’s approach
to hedge accounting for interest rates during
the period, reviewed management and
adviser reports, and challenged both the
methods used and their underlying
assumptions.
Additional Areas of
Financial Statement Risk
Revenue Recognition
The Committee is mindful of the risk that
continuing pressure on management to
meet certain targets may drive additional
complex or judgmental accounting, in
particular due to the impact of external
factors on business sentiment. This may
result in inappropriate recognition of
revenue and associated balances. 
The Committee receives regular reports on
management’s oversight of areas where
judgement is exercised and challenges
findings to ensure compliance with
accounting standards.
Impairment Assessments
The Committee receives regular updates
on the assessment of goodwill, intangible
assets, investments in subsidiaries for
impairment and challenges the
appropriateness of going concern insofar as
the assessments reflect management’s best
estimate of the future cash flows of the
business and the rates used to discount the
cash flows, both of which are subject to
uncertainty factors.
New Products / Business Changes
Taking into account the number of initiatives
and plans for 2025, led by the Group’s new
strategy approved in 2024, the Committee
gave careful attention to the level of
judgement applied to the accounting for the
new accounting policies.
Litigation and Claims
The Committee is mindful of the increased
legal and regulatory risks that come from
operating in a highly regulated industry and
receives regular updates from management
on the timing and quantum of any
provisions and the extent of any disclosure
required.
Internal Audit
The Audit Committee is responsible for
reviewing and approving the role and
mandate of the Group’s internal audit
function, and monitoring and reviewing the
effectiveness of its work. Grant Thornton
was appointed as the provider of internal
audit services at the start of 2024. The 2025
Internal Audit Plan was approved in
November 2024 and monitored and
updated throughout the year. A high-level
plan for 2026 was approved in December
2025.
The Audit Committee reviewed Grant
Thornton’s planned scope for each of its
reviews and its reports on the outcomes of
each review as well as monitoring progress
in the implementation of the internal audit
findings.
Going Concern
and Viability Statements
The Audit Committee reviewed the Group’s
assessment of its viability, set out on page
54. To do this, it ensured that the financial
model used was consistent with the
approved three-year corporate plan and
that scenario and sensitivity testing aligned
clearly with the principal risks and
uncertainties of the Group as described on
pages 47 to 53.
Committee members challenged the
underlying assumptions used and reviewed
the results of the detailed work performed.
As a result, the Audit Committee members
were satisfied that the analysis supporting
the viability statement had been prepared
on an appropriate basis.
The Audit Committee also reviewed the
going concern statement, set out on page 54
and confirmed its satisfaction with the
testing methodology.
ESG and Climate Change
Disclosures
The Committee, supported by the
Responsible Business Board Sub-
committee, provided oversight of the
disclosure risks in relation to ESG and
climate reporting. The Committee monitored
developments from a number of prominent
consultations and considered them when
reviewing the climate disclosures in this
Annual Report, requesting further details on
the pipeline of mandatory regulatory and
externally committed ESG and climate-
related disclosures over the short and
medium term, including the delivery status.
This allowed the Committee to consider
management’s development of a Group-
specific framework to fulfil external
disclosure requirements and commitments.
ESG reporting continues to evolve with few
globally consistent reporting standards and
a high reliance on external data. By aligning
the Group’s ESG targets and reporting with
the UN Sustainable Development Goals,
attaining B Corp status and seeking the
external verification of greenhouse gas
disclosures, the Committee received external
assurance from Carbon Footprint Limited
that greenhouse gas disclosures were
materially accurate, consistent, fair, and
balanced during the year.
Committee Performance
The Audit Committee evaluates its
performance on an annual basis. Following
an external review in 2024, the Committee
undertook an internal review in 2025 with
the results of the review discussed by the
Committee and reported to the Board.
Based on outcomes to the review, the
Committee confirmed that it was satisfied
with its performance in the period. The
Committee confirmed that it has complied
with the Audit Committee and the External
Audit Minimum Standard ensuring that
significant issues and accounting policies
are considered, independence and
objectivity are assessed and audit quality is
actively monitored.
The review highlighted the need for
enhancements to papers that are submitted
to the Committee and for regular briefings
for members to ensure they remain abreast
of market, product and technological
developments.
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External Audit
The Audit Committee oversees the
Company’s relationship with, and the
performance of, the external auditor. This
includes responsibility for monitoring its
independence, objectivity and compliance
with the relevant regulatory requirements.
Appointment and Tenure
PwC LLP was appointed as the Group’s
external auditor at the 2025 Annual General
Meeting. The Company’s standard approach
is for no external auditor to stay in post for
longer than 20 years and for tender
exercises to be undertaken at least every
10 years.
The Committee notes and confirms
compliance with the Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee
Responsibilities) Order 2014 (the ‘CMA
Order’) in respect of statutory audit services
for FTSE 350 companies.
There are no contractual obligations in
existence that restrict the Company’s choice
of external auditor.
Effectiveness
The Audit Committee has assessed the
performance of PwC LLP on an ongoing
basis on its appointment, with particular
attention to the mindset and culture, skills,
character and knowledge, quality control
and judgement in its handling of key
judgements, its responsiveness to the
Committee, and its commentary, where
appropriate, on the systems of internal
control. 
The Committee also paid close attention to
the handling of the transition from the
previous auditor and the development of
relationships.
The Committee can confirm that, in its view,
the external auditor performed effectively in
2025.
The Audit Committee holds private sessions
with both the internal and external auditor
on a regular basis during the year, without
Executive Directors or senior management
in attendance. This facilitates the ability of
the auditors to raise any issues of concern.
Independence and Objectivity
The Audit Committee ensures adequate
safeguards are in place to ensure the
independence of the external auditor.
These include:
■ non-audit work is subject to the policy
detailed below and the non-audit team
does not prepare anything which would
be relied upon in the Group audit;
■ work performed is subject to an
independent professional standards
review and Engagement Quality Control
Review process;
■ the Audit Committee considers the
reappointment of the external auditor,
including the rotation of the audit partner,
annually; and
■ the external auditor attests its
independence and objectivity to the Audit
Committee on an annual basis.
As part of the engagement process for the
2025 external audit, PwC has confirmed
that its engagement team and others in the
firm as appropriate are independent and
comply with relevant professional ethical
requirements.
In giving its approval for all non-audit
services, including audit-related services,
provided by PwC to the Company during the
year, the Audit Committee satisfied itself
that the provision of such services was not a
concern and that appropriate safeguards
were in place to preserve the auditor’s
independence and objectivity.
Non-audit Services
The Group has a formal policy on the use of
the external auditor for non-audit work,
which is reviewed annually. The policy
stipulates that non-audit work should only
be awarded to the external auditor when
there is clear reason to prefer it over
alternative suppliers, following a rigorous
procurement process. All awards of non-
audit work to the external auditor are
monitored to ensure that their
independence, and perceived independence,
are not compromised.
The Audit Committee must approve in
advance any award of non-audit work with
an aggregate value in excess of £50,000.
The Chair of the Audit Committee must
approve any non-audit work with an
aggregate value of £25,001 to £50,000.
During 2025, PwC provided the following
non-audit services to the Group, which were
considered to be permissible non-audit
services:
Service
Fees
(£’000)
H1 review
200
Limited assurance review in
respect of CAB claim not to
hold client money or custody
assets
35
Professional subscription
1
Total
236
Fees for non-audit work during the year
were £0.24m (2024: £0.31m). In addition to
the fees noted here, PwC charged out of
pocket expenses, capped at £25,000.
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Effectiveness of Material Controls
Following the publication of the UK Corporate Governance Code 2024, preparations are well underway to ensure
compliance with the requirements of Provision 29 for the year ending 31 December 2026. A timeline outlining the key
milestones to achieving compliance is outlined below.
Our approach
An initial proposal on material controls (financial and non-financial) and assurance has been reviewed by the Risk
and Audit Committees and was subject to further enhancement in preparation for a ‘dry run’ in H2 2025.
Existing governance structures mean that the Board and its principal committees already report upon the
effectiveness of a range of controls in the Annual Report & Accounts. Efforts are therefore being focused on
leveraging this strong foundation and strengthening any gaps to ensure the Board has the requisite level of
confidence in making its annual declaration on the effectiveness of material controls.
Identifying our material controls
Materiality for the purposes of complying with Provision 29 of the Code has been informed by looking at the Group’s
risk appetite, Schedule of Principal Risks, Group Enterprise Risk Framework (ERMF) as well as detailed risk
assessments and controls documentation. It takes into consideration the size, nature and complexity of our
operations as well as the requirements of various reporting regimes, laws and regulations that we are obliged to
comply with.
We have defined our material controls as those that are most important in mitigating key risks that threaten the
long-term sustainability of the business, and where a failure of their effective operation, or a resulting omission and/
or misstatement of information caused by the control failure is likely to influence decisions made by users of the
information.
Assurance
While the Code does not require independent or external assurance to be obtained, for those material controls that
have the highest impact of the long-term sustainability of the organisation and are most likely to influence decision
makers, independent /external assurance will be sought in line with good practice.
To date, existing assurance activities have been mapped against proposed material controls using the ERMF and
knowledge of the assurance environment. An assessment of the strength of current assurance activities has been
performed, and where gaps have been identified, recommendations for additional assurance have been made for
consideration by the Board.
We also commissioned Grant Thornton to carry out an assessment of our plans and approach.
Key milestones to compliance
January 2024
FRC published the UK Corporate
Governance Code 2024 and
supporting guidance
November 2024
Board approved revised Group
Enterprise Risk Management
Framework, redefining ‘material
control’
H1 2025
Material controls identified, testing
methodology and scope defined and
initial testing undertaken
H2 2025
‘Dry run’ testing performed against
methodology and scope, with sample
of controls undergoing quality
assurance
Q1 2026
Results of ‘dry run’ testing reported
to Audit Committee for
recommendation to Board
H1 & H2 2026
Updates on assurance outcomes
performed throughout the year
provided to the Audit Committee
H2 2026
Material controls assurance pack to
be reviewed by the Audit Committee
December 2026
Annual Report & Accounts for year
ending 31 December 2026 to include
the Board’s attestation on the
effectiveness of material controls
Completed
In progress
To be completed
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Risk Committee Report
Reviewing internal controls
and risk management
Our Committee continues to work
proactively and constructively with the Risk
and Compliance team, holding them to
account to ensure we uphold the highest
standards for our stakeholders. We remain
focused on the key current and emerging
risks faced by our business, and this focus is
reflected throughout our Committee agenda
and deliberations.
As a Committee, we have seen that the
business continues to demonstrate sound
risk management and internal controls and
we have no material concerns to report. We
have seen limited manifestation of risk
during FY25, although we continue to be
alert to developments and maintain our
vigilance.
Management’s risk reporting remains well
aligned to the key risks facing the business
through the Board-approved Risk
Management Framework and the Risk
Appetite Statements and Tolerance Limits.
We review and recommend both documents
to the Board, with our most recent
comprehensive review conducted in
December 2025. There is more information
on our Risk Management Framework on
page 42.
We continue to closely monitor and inform
our risk and compliance oversight in
response to changes in the regulatory
landscape, not only in the UK but globally.
We have continued to challenge
management to apply a more global lens to
risk and compliance reporting to reflect the
increasingly global shape and nature of our
business, and management has responded
positively with much of our Group-wide
reporting and documentation evolving
accordingly throughout FY25.
Technology resilience continues to be one of
the Group’s principal risks and an area
where we remain vigilant given the
increasingly complex nature of cyber
attacks. The Committee has had regular
updates from executive management on
information security and data protection,
including cyber security policies, controls,
training and cyber security tooling. IT
disaster recovery and business continuity
plans were also reviewed and a plan to
increase their maturity was agreed.
Looking ahead, we remain committed to
constructively challenging management
while holding them to account for
maintaining robust risk management and
internal control frameworks. Our focus will
be on ensuring these frameworks remain fit
for purpose and capable of supporting the
Group’s strategic ambitions as we continue
to grow and evolve in an ever-changing risk
landscape. The Committee is well positioned
to provide effective oversight while
supporting management in achieving their
objectives within our established risk
appetite.
Committee membership and
attendance during the period
under review
Members during the period under
review
Attendance
Jennifer Johnson-Calari (Chair)
9 of 9
Caroline Brown1
8 of 9
Noël Harwerth
9 of 9
Karen Jordan
9 of 9
Note
1Caroline Brown was unable to attend one meeting but
received all papers relating to the business of the meeting
and had the opportunity to discuss any issues arising with
the Committee Chair before the meeting.
The CEO, CFO and CRO attend each
Committee meeting, along with the Money
Laundering Reporting Officer and other
relevant risk officers. The External Auditor is
also invited to be represented at all
meetings.
Jennifer Johnson-Calari
Chair, Risk Committee
4 March 2026
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Key Responsibilities
The role of the Risk Committee is to advise
the Board (which retains overall
responsibility for risk management) on,
among other things:
■ The overall risk appetite, tolerance, and
strategy, and the principal and emerging
risks the Group is willing to take in order
to achieve its long-term strategic
objectives
■ Seeking assurance on the risks the Group
has identified as those to which the
business may be exposed
■ The likelihood and the impact of principal
risks materialising, and the management
and mitigation of principal risks to reduce
the likelihood of their incidence or their
impact
■ Overseeing the Group’s policies,
procedures, and arrangements for
capturing and responding to
whistleblower concerns and ensuring
they are operating effectively
■ The risk aspects of proposed changes to
strategy, strategic transactions, and new
products, ensuring that a due diligence
appraisal of the proposition is
undertaken, focusing in particular on
implications for the risk appetite,
tolerance, and strategy of the Group, and
taking independent external advice
where appropriate and available
Committee Performance
The Risk Committee evaluates its
performance on an annual basis, this year
undertaking an internal review following the
external review carried out in 2024.
Based on responses to the review, the
Committee was satisfied with its
performance since the last review. The
review highlighted additional training as an
area of focus for 2026.
Activities During the Year
Information on the risk management
activities undertaken by the Group and the
Committee can be found in the Risk
Management section of the Strategic Report
on pages 42 to 53.
Risk Management and Internal
Controls Systems
In line with Provision 29 of the 2018 version
of the UK Corporate Governance Code
(which applies to the period under review),
the Committee has monitored the
effectiveness of the Group’s systems of risk
management and internal controls through
regular assessments, including
consideration of reports from management
and from internal audit. As the Board is
ultimately responsible for the Group’s
systems of risk management and internal
controls, the Committee Chair subsequently
reported the key matters from each of these
sessions to the Board.
The Committee has also worked with the
Audit Committee and management in
preparation for the introduction of the
revised Provision 29, which will apply to the
2026 financial period. Further information on
these preparations can be found on       
page 85.
Emerging and Evolving Risks
The Committee also maintained oversight of
emerging and evolving risks that could
potentially impact the Group.
Further details on the emerging and evolving
risks, along with additional information on
the Group’s principal risks and uncertainties,
can be found in the Strategic Report on
pages 47 to 53, and more detailed
information on the Group’s approach to risk
appetite, risk culture, and risk management
framework can be found on pages 42 to 53.
Whistleblowing
The Committee oversees the operation of
the Group’s Whistleblowing Policy, with
Committee member (and Chair of the Audit
Committee) Karen Jordan acting as the
Whistleblowing Champion for the Group.
The Group operates a Whistleblowing
reporting service, which provides an
anonymous, secure and easy way for
colleagues to raise any concerns through a
number of confidential channels, including
an independent external whistleblowing
hotline, available 24/7.
Robust structures are in place to process
whistleblower reports that include a
dedicated team that receives reports and
ensures a thorough, independent, and
confidential investigation is undertaken.
Upon receipt of a report the team assesses
the concerns and appoints an appropriate
manager to undertake an investigation on a
confidential and anonymous basis, and
ensure any remedial action is taken.
Employees receive regular training on
whistleblowing procedures, with regular
reminders of the availability of the
confidential helpline and other reporting
channels.
The terms of reference for the Risk Committee
are available on the Company’s website
https://cabpayments.com/investors/
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Directors’ Remuneration Report
Aligning reward
with performance
Committee membership
and attendance
Current members
Attendance
Noël Harwerth (Chair)
4/4
Caroline Brown
4/4
Ann Cairns
4/4
Susanne Chishti
4/4
The Remuneration Committee will ensure
that pay is closely linked to the business
strategy and generates a strong alignment
of interest with all our stakeholders.
This report is divided into three sections:
■ This Annual Statement, which
summarises the work of the Committee,
our approach to Directors’ remuneration
in the context of the Group’s performance
and our wider workforce policies;
■ The Directors’ Remuneration Policy (the
‘Policy’) section, which details the
framework under which Directors’ pay is
set and how it links to strategy; and
■ The Annual Report on Remuneration,
which sets out the remuneration
outcomes for 2025 and how the
Committee intends to implement the
Policy in 2026.
As Chair of the Remuneration Committee
of CAB Payments, I am pleased to present
our Directors’ Remuneration
Report (DRR).”
Noël Harwerth
Chair, Remuneration Committee
Background and Role of the
Remuneration Committee
The Committee comprises Noël Harwerth
(Chair), Caroline Brown and Susanne
Chishti, all of whom are independent Non-
executive Directors and Ann Cairns, the
Chair of the Board.
The full terms of reference of the Committee
are available on the Company’s corporate
website at https://cabpayments.com/
investors-home/ In summary, the
Committee’s responsibilities are as follows:
■ To develop the Group’s policy on
executive remuneration and monitor its
ongoing appropriateness and
effectiveness;
■ To determine the levels of remuneration
for the Executive Directors, senior
management, and the Chair of the Board
(ensuring that no individual is involved in
any decisions relating to their own
remuneration outcome);
■ Oversee the remuneration policies and
practices of our wider workforce and
ensure that our policy for the senior team
is consistently structured;
■ Ensure that any applicable regulations,
whether connected to our status as a
regulated bank or as a listed company
more generally are followed
proportionately; and
■ Oversee the operation of the Company’s
share schemes.
Market Context
As set out in the Strategic Report on page
12, our business performance in 2025
shows that our transformation and focus on
building deep and lasting relationships
across our client base, together with our
international expansion, has brought about
meaningful results. The Group is now
stronger and more focused, and ready to
deliver sustainable growth and value. It is in
this context that the Remuneration
Committee has assessed remuneration
outcomes for FY25 and considered the
operation of the Policy for FY26.
Board Changes
Our new CFO, James Hopkinson, joined on
10 March 2025, subject to regulatory 
approval which was received on17 July
2025.  James is eligible to receive a
discretionary bonus award for 2025 in line
with policy, pro-rated for his service during
the 2025 financial year.  James was also
granted a Long-Term Incentive Plan (LTIP)
award equivalent to 130% of base salary in
2025.
As disclosed in last year’s report, Richard
Hallett, former Chief Financial Officer (CFO),
stepped down from his role on 10 February
2025.
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Simon Poole retired from his role as Non-
executive Director (Nominee Director) with
effect from 30 April 2025. Helios Investment
Partners LLP nominated Nitin Kaul and
Henry Obi as Nominee Directors effective
from 30 April 2025.
Kushagra ('Kush') Saxena and Peter Klein
joined the Board as Independent Non-
executive Directors on 27 June 2025. Peter
Klein chairs the Strategy and Technology
Committee.
Remuneration Payable in Respect
of FY25
When considering the salary for the
Executive Directors, the Committee reviews
internal and external factors as set out in
(but not limited to) those in the Policy, in the
context of our overall.  The base salary of
the CEO of £675,000 remained unchanged
since the confirmation of his appointment as
our CEO on 13 June 2024. The base salary
of the CFO of £450,000 remained
unchanged since his employment began on
10 March 2025.  These salaries were
considered sustainable and in line with
market practice in FY25.
When considering the annual bonus
outcome for the Executive Directors, the
Committee uses a scorecard of measures
which reflects financial and non-financial
performance and aligns with our priorities
and the interests of our stakeholders. Each
measure has a threshold, target and
maximum defined, with payout calculated
on a straight-line basis between threshold
and target, and target and maximum.  If
outcomes are not consistent with our
strategy and stakeholder experience, the
Committee has the discretion to make
adjustments.
The 2025 bonus scorecard outcome for
Neeraj and James is set out on page 101.
The financial measures, weighted 60% of
the scorecard, were achieved overall at near
target levels, with maximum achievement in
relation to trade finance revenue and net
interest income measures, target
achievement in relation to the gross income
measure, and above threshold performance
in relation to the adjusted EBITDA margin
and free cash flow conversion measures.
However, the ex-London revenue measure
and the deposits measure were not met. The
non-financial measures were achieved
above target level overall, with risk, network
and ESG measures achieved in full, although
the employee engagement measure was not
met. This performance results in a bonus
pay-out of 54.4% of the maximum
opportunity.
The former CFO, Richard Hallett, will not
receive a bonus for the 2025 financial year,
consistent with the Committee’s
remuneration decisions for 2024.
The performance period for the FY23 LTIP
award which was granted shortly after
Admission ended on 31 December 2025. As
a result of performance below threshold
against both the EPS and relative TSR
performance measures, the award will lapse
in full. The current Executive Directors did
not participate in this award, however the
former CEO, Bhairav Trivedi, and former
CFO, Richard Hallett, retained their FY23
LTIP awards, pro-rated for their service from
grant to vesting of the award, when they
ceased their employments as ‘Good
Leavers’. Their ‘Good Leaver’ status was
based on discretion exercised by the
Committee as permitted under the rules of
the Crown Agents Bank Long-Term
Incentive Plan. Both former Directors’
awards will lapse in full.
Accordingly, the Committee is satisfied that
the remuneration payable to the CEO and
CFO in relation to 2025 performance
appropriately reflects the underlying
performance of the business against our
core strategic priorities over the period,
balanced against the shareholder
experience. One third of the bonus payable
(net of tax) will be used to purchase shares
in the Company which are required to be
held for three years. Due to timing issues
with insider periods and other financial close
periods, the purchase of shares in respect of
the CEO’s 2024 bonus did not take place in
2025. The Company will therefore substitute
the appropriate portion of the CEO’s net
bonus for 2025 and purchase shares equal
to one-third of the 2024 bonus (net of tax) to
satisfy this requirement.
Operation of the Policy in FY26
An overview of the remuneration
arrangements for FY26 is set out below:
■ There will be an increase of 5% to the 
CEO’s salary for FY26. The CEO’s salary
effective 1 April 2026 is set at £708,750.
■ There will be an increase of 5% to the
CFO’s salary for FY26.
■ The CFO’s salary effective 1 April 2026 is
set at £472,500.
■ The 5% uplift reflects the fact that CEO
and CFO salaries have not changed since
they were set at the time of Admission,
and although salaries for the wider
workforce have been adjusted for
inflation over this time period (4% from
2024 to 2025 and 3% from 2025 to
2026), the CEO and CFO salaries have
not been so adjusted.
■ Pension provision for our Executive
Directors is aligned to the rate applicable
to the UK workforce (currently up to 10%
of salary).
■ The maximum annual bonus opportunity
is 150% of salary for the CEO and 130%
of salary for a CFO. One third of any
bonus earned, post-tax, will be used to
buy Company shares which must be held
by the executive for three years. The
performance conditions for FY26 will be
based on a blend of financial metrics
(65% of the total, which represents an
increased weighting from FY25) and non-
financial metrics (35%, which represents
a decreased weighting from FY25). More
specifically, the financial metrics will be
adjusted EBITDA margin (25%), gross
income (30%), and deposits (10%). Our
non-financial strategic metrics comprise
risk management (including ESG societal
benefit) (15%), regional diversification
(10%), and people measures (10%).
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■ LTIP awards will be granted to Executive
Directors in FY26. Vesting of the awards
will be conditional on the achievement by
31 December 2028 of Earnings Per Share
targets (for 60% of the award), cost-
income ratio targets (for 20% of the
award) and on an adjusted EBITDA per
average full-time equivalent headcount
target (for 20% of the award). These are
the same measures and weightings as in
the prior year, with updated targets. The
Committee gave careful consideration to
the measures which best align with our
strategy through maintaining our focus
on EPS and on cost and operational
efficiencies.
Broader Workforce Arrangements
Across CAB Payments and
Engagement with the Workforce
All employees participate in the
discretionary annual bonus plan.
For the second year, the Committee was
pleased to offer eligible employees the
opportunity to buy partnership shares under
the Share Incentive Plan and receive one
matching share for every four partnership
shares so bought. The Share Incentive Plan
gives eligible employees the opportunity to
become shareholders in the Company and
share in future success.
Susanne Chishti, our NED responsible for
workforce engagement, and I met with a
focus group of employees from different
business areas and of different seniorities
across the Group to discuss the role of the
Remuneration Committee and its
responsibilities in setting pay for senior
employees, and to hear from employees on
their views about pay and benefits and
related remuneration questions.
UK regulations require companies with more
than 250 UK employees to report their
gender pay gap. This is the third year for
which the Group has been required to report
the gender pay gap and the Group will
publish its report at the snapshot date of 4
April 2025 in full on the gender pay gap
service website https://gender-pay-
gap.service.gov.uk/ by 3 April 2026.
On behalf of the Committee, thank you for
reading this report and we hope that you
will be supportive of the remuneration report
resolution at the annual general meeting on
29 April 2026. During the year there were no
remuneration-related matters that required
the Committee to consult with our
shareholders. However, we would
encourage any shareholders wishing to
discuss any remuneration-related matters to
reach out to me and I will be delighted to
engage with you.
Noël Harwerth
Chair, Remuneration Committee
4 March 2026
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Executive Director Remuneration at a Glance
Performance Snapshot
Share ownership1
Shareholding guideline
Neeraj Kapur
James Hopkinson
Note:
1Snapshot shown as at 31 December 2025. The closing share price on 31 December 2025 was 61.9 pence.
Overview of the Policy and Implementation for 2026
CEO
Neeraj Kapur
CFO
James Hopkinson1
Base Salary
£708,750
£472,500
Pension and ancillary
benefits
Pension contributions are in line with the wider workforce
(currently up to 10% of base salary) which may be taken as a
cash allowance in lieu of pension. Benefits comprise medical
insurance, income protection and life assurance cover.
Annual bonus plan
■ Maximum: 150% of base
salary.
■ Target: 75% of base salary.
■ Maximum: 130% of base
salary.
■ Target: 65% of base salary.
Performance scorecard for 2026:
■ Financial performance conditions (65%), comprising adjusted
EBITDA margin (25%), gross income (30%), and deposits
(10%). Non-financial performance conditions (35%),
comprising risk management including societal impact - ESG
measure (15%), regional diversification (10%), and people
measures (10%).
■ Structure: one third of the post-tax bonus will be used to
purchase shares which must be held for three years, the
remaining two-thirds will be paid in cash.
Long Term Incentive Plan
■ Maximum grant level: 150%
of base salary.
■ Maximum grant level: 130%
of base salary.
Performance measures for 2026-28:
■ Adjusted EPS (60%), cost-income ratio (20%), and adjusted
EBITDA per head (20%).
■ Structure: three-year performance period and two-year
holding period.
Minimum shareholding
requirement
■ In-employment: 200% of base salary.
■ Post-employment: 200% of base salary to be held for two
years.
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Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved by shareholders at the AGM on Thursday, 9 May 2024 and is intended to apply for a period of up to three years from that date.
The approved Policy is set out in full in the Directors’ Remuneration Report in the Company’s annual report and accounts for 2023 available on the Company’s website at
https://www.crownagentsbank.com/investors/downloads/.
Decision-making Process for Implementation of Policy
The Policy was developed by the Committee
prior to the Company’s Admission to the
London Stock Exchange, taking into account
the following:
■ strong alignment with financial and
operational performance as well as the
Group’s strategy, purpose, culture, and
KPIs;
■ institutional shareholder and proxy
adviser views, corporate governance,
market best practice, and compliance
with prevailing applicable regulations of
the PRA and the FCA;
■ promotion of long-term Executive
Director share ownership to align the
interests of shareholders and Executive
Directors;
■ the importance of attracting, retaining,
and motivating high-calibre Executive
Directors;
■ the policies in place prior to IPO, with a
focus on ensuring a smooth transition
from our pre-IPO and post‑IPO
remuneration structures; and
■ workforce remuneration arrangements,
policies, and practices.
Note, where relevant regulatory
requirements are more onerous than the
provisions within the Policy, these will be
adhered to.
The Committee takes into account the
shareholders’ feedback and the views of
management and advice received from its
independent remuneration consultants
when reviewing the implementation of the
Policy. No individual is involved in
discussions about their own remuneration.
The implementation of the Policy is
considered annually by the Committee for
the year ahead in light of the strategic
priorities. Incentive metrics and target scales
are also reviewed based on a number of
internal and external reference points to
check if they remain appropriate or need to
be recalibrated.
The Policy has been tested against the six
factors listed below:
■ Clarity – the Policy is clear and disclosed
in full in the 2023 DRR. The
Remuneration Committee will engage
regularly with the Company’s largest
shareholders ahead of material changes
to the Policy, and as necessary with
regards to its operation. Engagement
with the workforce has been undertaken.
■ Simplicity – the rationale for each
element of the Policy is clearly set out in
the Policy. Remuneration structures are
simple and in line with standard market
practice for UK listed companies.
Prospective disclosure of annual bonus
measures for the year ahead and the
LTIP performance metrics and targets
has been made in the description of the
implementation of the Policy.
Retrospective disclosure of outcomes
against targets will be provided in the
relevant DRR following the end of the
performance period.
■ Risk – the Policy has been shaped to
discourage inappropriate risk taking
through the inclusion of a broad
scorecard of metrics (comprising both
financial and non-financial measures for
variable pay), deferral of part of the
annual bonus, and the LTIP. The
Remuneration Committee also has
discretion to adjust the formulaic
outcome of incentive awards and will
monitor variable remuneration outcomes,
and adjust them as necessary to take
account of ex-post and ex-ante risk. In
addition, clawback and malus provisions
apply, and in-employment and post-
employment shareholding requirements.
■ Predictability – certain elements of the
Policy are subject to overall caps and
dilution limits. The potential pay-outs
under different levels of performance
have been illustrated in the scenario
charts in the Policy. The circumstances in
which the Remuneration Committee may
exercise its discretion are clearly set out
in the Policy.
■ Proportionality – there is a sensible
balance between fixed pay and variable
pay that is appropriate to the sector,
growth profile of the business and the
Group’s size and complexity. The annual
bonus and LTIP are both subject to
performance conditions that consider
both financial and non-financial
performance linked to strategy, the
delivery of strong results, and superior
returns to shareholders. The
Remuneration Committee will ensure
outcomes will not reward poor
performance through Remuneration
Committee discretion, malus and
clawback provisions, and risk alignment.
■ Alignment to culture – the Remuneration
Committee reviews Group culture and
wider workforce policies and practices
when determining the remuneration
policy for Executive Directors. In
determining Executive Director
remuneration outcomes and the
operation of the Policy going forward, a
key consideration of the Remuneration
Committee will be on fairness and the
remuneration outcomes across the
workforce.
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Remuneration Policy Table
Remuneration element
and purpose
Operation
Opportunity
Performance metrics,
weighting and assessment
Base Salary
Provide a base level of
remuneration to help us
acquire, retain and
motivate top talent.
Salaries are normally reviewed annually, and any changes are normally
effective from the beginning of the financial year.
The review will take into account several factors including (but not
limited to):
■ The Director’s role, experience, and skills;
■ The Director’s performance;
■ The remuneration policies, practices, and philosophy of the Group;
■ Pay conditions in the Group;
■ Business performance;
■ Market data for similar roles and comparable companies; and
■ The economic environment.
Having been set based on relevant factors,
base salaries will normally be increased no
higher than the rate of increase for the wider
workforce.
Higher increases may be permitted where
appropriate, for example where there is a
change to role or there is additional
responsibility or complexity.
None.
Benefits
To provide a market
competitive level of
benefits based on the
market in which the
Executive is employed.
The Executive Directors receive benefits which include, but are not
limited to, medical insurance, income protection, and life assurance
cover, although any such reasonable benefits that the Committee
deems appropriate may also be offered.
The Remuneration Committee retains the discretion to be able to adopt
other benefits including (but not limited to) relocation expenses, tax
equalisation, and support in meeting specific costs incurred by
Directors.
Any reasonable business-related expenses can be reimbursed,
including the tax thereon if determined to be a taxable benefit.
The Remuneration Committee reviews benefit eligibility and cost
periodically.
The maximum will be set at the cost of
providing the benefits described.
None.
Pensions
To provide market
competitive retirement
benefits.
Directors may elect to receive either a contribution to the Group pension
scheme, or a cash equivalent.
Pension contribution rate in line with rate
applicable for the UK workforce (currently up
to 10% of base salary). Where a cash
equivalent is taken, this will be at a
consistent rate (i.e. currently 10% of base
salary).
None.
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Remuneration element
and purpose
Operation
Opportunity
Performance metrics,
weighting and assessment
Annual Bonus Plan
To reward annual
performance against
financial and non-
financial KPIs and to
encourage long-term
sustainable growth and
alignment with
shareholders’ interests
through partial
payment in shares.
The Remuneration Committee will determine the annual bonus payable
after the year end, based on performance against targets.
No more than two thirds of the annual bonus will be paid out in cash
after the end of the financial year. The remaining amount (net of tax)
will be used to purchase shares in the Company which the Executive is
required to hold for three years. The holding period will normally
continue to apply post cessation of employment. Shares purchased
from bonus will be beneficially owned, and are not subject to forfeiture.
Malus and clawback provisions will apply for a period of three years
following any annual bonus payment.
The maximum annual bonus opportunity for
the Executive Directors is as follows:
■ CEO – 150% of base salary
■ CFO – 130% of base salary
Annual bonus pay-outs are determined based on
the satisfaction of a range of key financial and
non-financial/strategic objectives set by the
Remuneration Committee.
The majority of the performance measures will be
based on financial performance.
Performance measures and their respective
weightings will be set each year in line with
Company strategy.
No more than 25% of the relevant portion of the
annual bonus is payable for delivering a threshold
level of performance, and no more than 50% is
payable for delivering a target level of
performance (where the nature of the
performance metric allows such an approach).
In determining the outcome, the Committee will
engage with the Risk Committee to take into
account relevant risk factors. The Remuneration
Committee has the discretion to adjust the
formulaic annual bonus outcome if the
Remuneration Committee believes that such
outcome is not a fair and accurate reflection of
wider performance factors and/or stakeholder
experience, including having the discretion to
scale back the outcome (including to zero) if there
has been a negative event.
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Remuneration element
and purpose
Operation
Opportunity
Performance metrics,
weighting and assessment
LTIP
To encourage long-
term sustainable
growth and to provide
alignment with
shareholders’ interests.
Awards can be granted in the form of conditional shares or nil cost
options.
Awards will vest at the end of a performance period of at least three
years, subject to the satisfaction of performance conditions and
provided that the Executive remains employed by the Group.
The net of tax number of shares that vest will be subject to an
additional two-year holding period, during which the shares cannot be
sold. The holding period will normally continue to apply post cessation
of employment.
Dividends or dividend equivalents may accrue on LTIP awards over the
vesting period and, to the extent that the award vests, are paid on
vesting.
Malus and clawback provisions will apply for a period of three years
post vesting.
The policy maximum is 150% of salary, with
the normal maximum award level for the
Executive Directors as follows:
■ CEO – 150% of base salary
■ CFO – 130% of base salary
Performance will be assessed against a range of
financial, stock market‑based and/or non-financial
(including ESG) performance measures
determined at the time of each grant and set by
the Remuneration Committee, taking into account
business strategy.
Threshold performance under each metric will
result in no more than 25% of that portion of the
award vesting.
In determining the outcome, the Remuneration
Committee will engage with the Risk Committee
to take into account relevant risk factors. The
Remuneration Committee has the discretion to
adjust the formulaic outcome of the LTIP if the
Committee believes that such outcome is not a fair
and accurate reflection of wider performance
factors and/or stakeholder experience, including
having the discretion to scale back the outcome
(including to zero) if there has been a negative
event.
All-employee Share
Plans
To provide alignment
with Group employees
and to promote share
ownership.
The Executive Directors may participate in any all-employee share plan
operated by the Company.
Participation will be capped by the HMRC
limits applying to the respective plan.
None.
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Remuneration element
and purpose
Operation
Opportunity
Performance metrics,
weighting and assessment
Shareholding
Requirement
To provide alignment
with shareholders’
interests.
During employment
Executives are required to build up and retain a shareholding equivalent
to 200% of their base salary.
Until the shareholding requirement is met, Executive Directors will be
required to retain 50% of the net of tax shares they receive under any
incentive plan.
Post-employment
Any Executive Director leaving the Company will be expected to retain
the lower of the shares held at cessation of employment and shares to
the value of 200% of salary for a period of two years.
200% of salary.
None.
Non-executive
Directors
To provide an
appropriate fee level to
attract and retain Non-
executive Directors and
to appropriately
recognise the
responsibilities and
time commitment of the
role.
Non-executive Directors are paid a base fee and additional fees for
acting as Senior Independent Director and as the Chair or member of
Board Committees. Fees will typically be reviewed annually.
Additional fees may be payable to reflect other additional
responsibilities and/or additional/unforeseen time commitments.
The Chair of the Board receives an all-inclusive fee.
Neither the Chair of the Board nor the Non-executive Directors
participate in any incentive plans.
The fee for the Chair of the Board is set by
the Remuneration Committee, the Non-
executive Directors’ fees are set by the Chair
of the Board and the Executive Directors.
In general, fee level increases will be no
higher than the salary increase awarded to
the rest of the workforce.
The Company will reimburse any reasonable
expenses incurred (and related tax if
applicable).
None.
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Malus and Clawback
The Committee may, at any time within three years of LTIP awards vesting or the payment
of the annual bonus, determine that malus or clawback provisions may apply in the following
circumstances:
i. where the number of shares vesting to a participant or cash payout awarded was based
on an error, or inaccurate or misleading information;
ii. fraud or gross misconduct by a participant;
iii. material financial misstatement;
iv. corporate failure of the Group;
v. significant reputational damage; or
vi. any other applicable circumstances prescribed or recommended by the Group’s
regulators.
To the extent that prevailing regulations require a stricter application of malus and clawback,
the Policy will be based on the stricter requirements.
There are robust mechanisms in place to ensure that these provisions are enforceable,
including provisions within Executive Directors’ service contracts and the relevant incentive
scheme rules.
The three-year time period is selected in order to provide sufficient time to capture risks
related to material misstatement of accounts, significant reputational damage or misconduct.
This time period is in line with market practice for other FTSE SmallCap companies. 
Remuneration Scenarios for Executive Directors
The chart below gives an indication of the level of total annual remuneration that would be
received by each Executive Director in accordance with the Directors’ Remuneration Policy
(as it will apply for FY25) in respect of minimum pay (fixed pay), on-target and maximum
performance based on assumptions set out below.
Minimum: Comprises fixed pay only using the salary for FY26, the value of benefits in FY25
and pension allowance in line with policy.
On-Target: Fixed pay plus an annual bonus pay-out at 50% of maximum (75% of salary for
the CEO and 65% of salary for the CFO) and LTIP vesting at 50% of face value (75% of
salary for the CEO and 65% of salary for the CFO).
Maximum: Comprises fixed pay and assumes full pay-out under the annual bonus (150% of
salary for the CEO and 130% for the CFO) and the LTIP grant vests in full (150% of salary for
the CEO and 130% for the CFO). The maximum scenario includes an additional element to
represent 50% share price growth on the LTIP award from the date of grant to vesting.
Illustrative scenarios for total remuneration of Executive Directors in 2026 at minimum, on-target and maximum performance
CEO
Minimum
On Target
Maximum
CFO
Minimum
On Target
Maximum
100%
42%
28%
28%
23%
31%
31%
15%
100%
46%
27%
27%
25%
30%
30%
15%
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Consideration of Employment Conditions Elsewhere in the Group
The Company provides a market competitive package to all employees with additional
reward through incentive payments linked to the achievement of stretching performance
targets. This reward philosophy applies to all levels of the business. In view of the greater
potential remuneration, the Executive Directors have a greater proportion of their pay ‘at risk’
and subject to deferral and holding periods. The Remuneration Committee takes into account
general workforce remuneration and related policies, and the alignment of incentives and
rewards with culture when setting and operating the Policy for Executive Directors’
remuneration. The Committee receives regular updates on any changes to wider Group
Policy.
The Remuneration Committee Chair will engage with employees to explain the alignment of
executive pay with that of the general workforce and in relation to any changes to the Policy
applicable to Executive Directors.
Consideration of Shareholder Views
In considering the operation of the Policy each year, the Committee takes into account the
published remuneration guidances alongside any applicable new guidance. The Committee
will consult with the Company’s largest shareholders, where considered appropriate,
regarding changes to the operation of the Policy and when the Policy is being reviewed and
brought to shareholders for approval.
Recruitment Policy
When setting remuneration packages for new Executive Directors, pay will be set in line with
the Policy outlined above. The Remuneration Committee’s policy is to pay no more than is
necessary to recruit the desired candidate for the role. The full Recruitment Policy is set out in
the 2023 annual report and accounts available on the Company’s website at https://
www.crownagentsbank.com/investors/downloads/.
Policy on termination of service (loss of office)
In the event of termination for cause (e.g. gross misconduct) neither notice nor payment in
lieu of notice will be given, and the Executive Director will cease to perform their services
immediately.
Treatment of other elements of the Policy (including annual bonus and LTIP), will vary
depending on whether a Director is defined as a Good or Bad Leaver. The full Termination
Policy is set out in the 2023 annual report and accounts available on the Company’s website
at https://www.crownagentsbank.com/investors/downloads/.
Service Agreements and Letters of Appointment
Executive Directors
The Executive Directors have a service contract requiring 12 months’ notice of termination
from either party as shown below:
Executive Director
Date of
appointment
Date of current
contract
Notice from the
Company
Notice from the
individual
Unexpired
period of
service
contract
Neeraj Kapur
13 June 2024
26 February 2024
12 months
12 months
Rolling
James
Hopkinson
17 July 2025
10 March 2025
12 months
12 months
Rolling
Chair and Non-executive Directors
The Chair of the Board and Non-executive Directors have letters of appointment with the
Company for an initial three-year term, subject to annual reappointment at the AGM. The
appointment letters provide that no compensation is payable on termination, other than
accrued fees and expenses.
The table below details the terms of the letters of appointment for the Chair and for each
Non-executive Director.
Chair/Non-executive
Directors
Date of appointment
Date of current
letter of
appointment
Notice from the
Company
Notice from the
individual
Unexpired
term
Ann Cairns (Chair)
23 February 2023
27 May 2023
12 months
6 months
5 months
Caroline Brown
26 April 2023
27 May 2023
3 months
3 months
5 months
Susanne Chishti
26 April 2023
27 May 2023
3 months
3 months
5 months
Noël Harwerth
23 February 2023
27 May 2023
3 months
3 months
5 months
Jennifer Johnson-
Calari
26 April 2023
27 May 2023
3 months
3 months
5 months
Karen Jordan
26 April 2023
27 May 2023
3 months
3 months
5 months
Nitin Kaul1
30 April 2025
30 April 2025
3 months
3 months
28 months
Peter Klein
27 June 2025
27 June 2025
3 months
3 months
30 months
Henry Obi1
30 April 2025
30 April 2025
3 months
3 months
28 months
Kushagra Saxena
27 June 2025
27 June 2025
3 months
3 months
30 months
1Simon Poole retired from his role as Non-executive Director (Nominee Director) with effect from 30 April 2025.
Helios Investment Partners LLP nominated Nitin Kaul and Henry Obi as Nominee Directors effective from 30 April 2025.
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Annual Report on Remuneration
This section of the annual report describes the remuneration received for the 2025 financial
year and the operation of the Policy for FY26.
Remuneration Committee Members and Meetings
The Committee currently comprises the three Non-executive Directors and the Chair of the
Board as listed below. The Committee meets at least three times a year. The Committee met
four times in 2025 as set out on page 88.
Committee Chair
Noël Harwerth
Committee Member
Ann Cairns
Committee Member
Caroline Brown
Committee Member
Susanne Chishti
Key Activities During the Year
The Committee has carried out the following activities:
■ Considered the operation of the annual bonus and LTIP for FY26 and considered the
approach to broader all-employee share plan participation.
■ Noted the impact of regulatory requirements, and the views of shareholder and proxy
agencies on the implementation of the Policy for 2026.
■ Considered the out turn for the FY25 annual bonus and FY23 LTIP.
■ Considered and approved the remuneration for new joiners and leavers for current and
former Executive Directors.
■ Approved the offer of Partnership Shares and Matching Shares under the Share Incentive
Plan in September 2025.
External Advisers
The Remuneration Committee receives independent advice from Korn Ferry, who were
appointed in December 2022 following a tender process. During the year under review, the
Committee received advice on the operation of the Policy in 2025 and application for 2026
and the drafting of this report. Korn Ferry is a signatory to the Remuneration Consultants’
Code of Conduct and has confirmed to the Committee that it adheres in all respects to the
terms of the Code of Conduct. On this basis, the Committee considers the advice it receives is
objective and independent.  The fees for the advice provided for the 2025 financial year to 31
December 2025 were £74,629.  Korn Ferry provided no other advice or services to the
Company during the year and has no connection with any individual Director.
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Single Total Figure of Remuneration for 2025 (audited)
Executive and Non-executive Directors for the 2025 financial year to 31 December 2025:
All figures shown in £
Salary and fees
Benefits1
Pension2
Total fixed pay
Annual Bonus
LTIP
Total variable pay
Total Remuneration
Year
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Neeraj Kapur
675,000
359,631
24,010
17,564
67,500
35,963
766,510
413,358
550,800
101,146
-
550,800
101,146
1,317,310
514,304
James Hopkinson3
207,123
–
5,012
–
20,712
–
232,847
–
146,478
–
–
–
146,478
–
379,325
–
Richard Hallett 4
46,154
450,000
1,357
7,605
4,615
41,625
52,126
499,230
-
-
-
-
-
-
52,126
499,230
Ann Cairns
325,000
325,000
325,000
325,000
Caroline Brown
82,500
82,500
82,500
82,500
Susanne Chishti 5
80,000
70,833
80,000
70,833
Noël Harwerth
112,500
112,500
112,500
112,500
Jennifer Johnson-Calari
92,500
92,500
92,500
92,500
Karen Jordan
92,500
92,500
92,500
92,500
Nitin Kaul  6
43,583
-
43,583
-
Peter Klein 7
113,000
-
113,000
-
Henry Obi 6
43,583
-
43,583
-
Kush Saxena 8
33,000
-
33,000
-
Simon Poole9
21,667
65,000
21,667
65,000
Notes
1Neeraj Kapur’s taxable benefits consist of medical insurance and an accommodation benefit, which comprises London-based overnight hotel stays and subsistence, and related tax.  His 2024 data has been re-stated to include the accommodation benefit in
2024.  The value of this accommodation-related benefit in 2025 was £14,266 and in 2024 it was £13,227.  Neeraj Kapur and other Executive Directors are also provided with income protection and life assurance benefits.
2  Pension figure shows total pension cash allowance. No employer pension contributions to the workforce pension were made to Directors in 2025.
3  James Hopkinson joined the Group on 10 March 2025 and was appointed Group CFO on17 July 2025 following regulatory approval. Remuneration is shown for the period of the year since his appointment as CFO. For the period as CFO designate, James
received salary of £158,069, pension cash allowance of £15,807, and benefits to the value of £1,007. The portion of his 2025 bonus relating to his period as CFO designate was £112,473.
4  Richard Hallett ceased employment and stepped down as Group CFO on 10 February 2025. 
5  Susanne Chishti received a fee of £10,000 as workforce engagement Director in 2025. She became a member of the Remuneration Committee in November 2024 and was paid fees for this Committee membership. 
6  Nitin Kaul and Henry Obi are nominated Directors appointed to the Board of the Group by the Company’s Principal Shareholder,
7  Peter Klein became non-executive director on 27 June 2025.  He received fees totalling £10,334 as a Board observer for the period from his announcement on 30 April to his appointment on 27 June.  The fees shown in the table above relate to his period as a
Board member from 27 June and an exceptional fee of £80,000 received for setting up (and chairing) the Strategy and Technology Committee  from July to December 2025.
8  Kush Saxena became non-executive director on 27 June 2025.  He received fees totalling £10,334 as a Board observer for the period from his announcement on 30 April to his appointment on 27 June.  The fees shown in the table above relate to his period as a
Board member from 27 June.
9  Simon Poole retired from his role as Non-executive Director (Nominee Director) with effect from 30 April 2025.
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Annual Bonus Plan Outcomes for 2025 (audited)
The structure of the annual bonus for the year ending 31 December 2025 followed a balanced scorecard approach as shown below. The bonus opportunity for Neeraj Kapur as Chief
Executive Officer was 150% of his base salary at year-end. The bonus opportunity for James Hopkinson as Chief Financial Officer was 130% of his base salary at year-end pro-rated for the
period of the year from appointment in role. Richard Hallett, a former CFO, was eligible to receive a bonus of 130% of his base salary pro-rated for the period of the year before he stepped
down from the role. Richard Hallett will not receive a bonus for the 2025 financial year, consistent with the Committee’s remuneration decisions for 2024. The outcome against performance
measures for 2025 is set out below.
Performance measure
Weighting as a
percentage of bonus
opportunity
Threshold
(25% of max payable)
Target
(50% of max payable)
Maximum
(100% payable)
Actual performance
Payout (of performance
measure opportunity)
Adjusted EBITDA margin
15%
29.5%
31.3%
35%
29.6%
3.9%
Total Income (£m)
15%
107
119
130
119
7.5%
Free Cash Flow Conversion
10%
76%
81%
85%
77%
3%
Ex-London Income  (£m)
5%
3.6
4.0
4.5
0.13
–%
Trade Finance Income (£m)
5%
6.3
7
7.7
8.5
5%
Net Interest Income from cash management (£m)
5%
22
24
26
32.2
5%
Customer Deposits (£m)
5%
1,740
1,933
2,030
1,437
–%
Risk appetite thresholds
15%
Amber RAS
Green RAS
Above Green RAS
Above Green RAS
15%
Network
10%
USA licence
approval
ME licence approval
Commence
operations by YE
Commence
operations by Q3
Commence
operations by Q3
10%
People – employee engagement (score for 2025)
10%
75%
77%
80%
71.0%
–%
ESG
5%
Retain B Corp status and EcoVadis Gold rating
B Corp and
Ecovadis Platinum
5%
Overall Annual Bonus outcome1
Value of full year bonus
Executive
% of maximum
% of salary
(£’000)
Neeraj Kapur
54.4%
81.6%
550,800
James Hopkinson2
54.4%
70.7%
146,478
Richard Hallett3
–%
–%
–%
Notes
1  The bonus is payable two thirds in cash, and the remaining one third of the bonus after tax will be used to purchase shares which must be held for three years in line with the Policy. As explained earlier in this report, in addition to this, the Company will
substitute the appropriate portion of the CEO’s net bonus for 2025 and purchase shares equal to one-third of the 2024 bonus (net of tax).
2James became CFO on 17 July 2025, the values shown above relate to the period of his tenure as CFO to 31 December 2025.
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Directors’ Remuneration Report continued
LTIP Vesting During the Year (Audited)
The performance targets for the FY23 LTIP awarded to former Executive Directors Bhairav
Trivedi and Richard Hallett in July 2023 were not met and their outstanding FY23 LTIP
awards therefore lapsed:
Targets
Threshold
Maximum
Actual
Performance measure
Weighting
(25% vesting)
(100% vesting)
performance
Outcome
FY25 Adjusted
Earnings Per Share
67%
37.2 pence
48.9 pence
6.8 pence
Nil
Total Shareholder
Return relative to
FTSE 250 excluding
investment trusts
from 6 July 2023 to 31
December 2025
33%
Median
Upper quartile
Below median
Nil
LTIP Granted During the Year (Audited)
LTIP awards for the CEO and CFO were agreed in principle by the Committee on 27 February
2025 and granted on 3 April 2025:
Targets
Threshold
Maximum
Performance measure
Weighting
(25% vesting)
(100% vesting)
FY27 Adjusted Earnings Per Share
60%
15 pence
18.4 pence
FY27 Adjusted Cost-income ratio
20%
75%
68%
FY27 Adjusted EBITDA per FTE
20%
£135k
£165k
The details for the LTIP awards granted to each Executive Director are shown below:
Executive
Basis of the
award (% of
salary)
Threshold
vesting (% of
maximum)
Number of
shares
granted1
Face value of
the award at
grant date 1
Grant date
End of
performance
period
Neeraj Kapur
150%
25%
2,293,318
1,012,500
3 April
2025
31
December
2027
James
Hopkinson
130%
25%
1,325,028
585,000
Notes
1LTIP grants were granted in the form of conditional share awards. The number of shares awarded was calculated using the
closing share price on 2 April 2025 of 44.15 pence.
Payments to Former Directors for Loss of Office (Audited)
Richard Hallett,  former CFO, stepped down from the Board on 10 February 2025. Richard
received payments in lieu of notice of £450,000 relating to 12 months’ salary and £45,000
relating to 12 months’ pension allowance.  He received a payment of £57,115 in respect of
annual leave. He also received a payment of £35,000 in lieu of benefits, including a
contribution towards the cost of specialist careers coaching and advice.
Payments to Former Directors (Audited)
Bhairav Trivedi, former CEO, worked as Senior Advisor to the Board in 2025 until the
termination of his employment on 31 March 2025.  In 2025, Bhairav received salary of
£168,750, pension contributions of £16,875, medical insurance to the value of £754 and a
payment in respect of legal fees of £11,231.  Bhairav did not participate in the 2025
Executive Director annual bonus plan. Bhairav was eligible to participate in a separate plan
relating to his period as an advisor to the Board, however, he did not receive any bonus in
this respect.
Bhairav Trivedi received 1,000 Free Shares under the Share Incentive Plan on 26 March
2024, which vested in March 2025.  Bhairav’s Free Shares were withdrawn from the Share
Incentive Plan and resulted in gross income of £443 to him in May 2025.
Richard Hallett also received 1,000 Free Shares under the Share Incentive Plan on 26 March
2024, which lapsed on termination of his employment in February 2025. 
No LTIP awards were scheduled to vest for Bhairav Trivedi or Richard Hallett in 2025.
Richard Hallett and Bhairav Trivedi retained their FY23 LTIP awards, pro-rated for their
service from grant to vesting of the award, when they ceased their employments as ‘Good
Leavers’.  Their ‘Good Leaver’ status was based on discretion exercised by the Committee as
permitted under the rules of the Crown Agents Bank Long-Term Incentive Plan. Both former
Directors’ FY23 awards will lapse in full.
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Directors’ Remuneration Report continued
Directors’ Interests (Audited)
The interests of the Directors and their connected persons in the shares in the Company as at
31 December 2025 is set out below.
Ordinary shares
held at
31 December
2025
Director
Neeraj Kapur
–
James Hopkinson1
214,000
Richard Hallett2
2,045,652
Ann Cairns
500,000
Caroline Brown
–
Susanne Chishti
315,216
Noël Harwerth
–
Jennifer Johnson-Calari
–
Karen Jordan
–
Nitin Kaul3
Peter Klein4
Henry Obi3
Kushagra Saxena4
97,861
Notes
1James Hopkinson was appointed as Group CFO on 17 July 2025.
2Richard Hallett stepped down from the Board and his role as CFO on 10 February 2025 and his shareholding is shown as at
the date of termination of his employment, 10 February 2025.
3. Nitin Kaul and Henry Obi are nominated Directors appointed to the Board of the Group by the Company’s Principal
Shareholder, effective 30 April 2025.
4Peter Klein and Kushagra Saxena became Non-executive Directors on 27 June 2025.
5.  There have been no changes to the directors’ interests in shares since 31 December 2025.
Executive Directors’ Shareholding Requirements (Audited)
Under the Policy, Executive Directors are required to build and maintain a shareholding
equivalent to 200% of their base salary during employment. Post cessation of employment,
Executive Directors must retain shares to the lesser of their shareholding at cessation and
200% of salary for a period of two years.  This shareholding is built up from unvested shares
subject to awards when they vest (if applicable) and previously vested shares.
The table below summarises the current shareholding of Executive Directors and former
Executive Directors in FY25, including those of connected persons, and the shares subject to
a deferral or holding period and performance conditions.
Beneficially
Vested shares
Unvested
owned
subject to
shares subject
Shareholding
Current
shares on
deferral/
to
performance
requirement
shareholding
Requirement
Director
31/12/2025
holding period
conditions
(% of salary)
(% of salary)1
met?
Neeraj Kapur
–
–
3,284,022
200%
–%
No
James
Hopkinson
214,000
–
1,325,028
200%
29%
No
Richard
Hallett
2,045,652
–
632,551
200%
281%
Yes
Note
1Current shareholding percentage of salary calculated using closing share price 61.9 pence on 31 December 2025.
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Directors’ Remuneration Report continued
Performance Graph and Table
The chart below shows the Total Shareholder Return (TSR) performance of £100 invested in
the Company from 6 July 2023 (using the offer price of 335 pence per share) to 31 December
2025 against the FTSE All Share Index. The FTSE All Share Index is considered an
appropriate comparison as CPH is a constituent of the Index.
Total Shareholder Return
The table below shows the single figure of total remuneration for the CEO since 2022 and
the variable remuneration delivered as a percentage of maximum opportunity.
Year
CEO
Single figure of
total
remuneration
Bonus earned
as % of
maximum
opportunity
Vesting of LTIP as % of
maximum number of
shares that could have
vested 1
2022
Bhairav Trivedi
£1,803,569
100%
N/A
2023
Bhairav Trivedi
£947,957
45%
N/A
2024
Bhairav Trivedi
£350,127
0%
N/A
Neeraj Kapur
£514,304
18.75%
N/A
2025
Neeraj Kapur
£1,317,310
54.40%
N/A
Note
1  No long-term incentive plan awards were scheduled to vest in 2022, 2023 and 2024. For 2025, Neeraj Kapur did not
participate in the 2023 LTIP that lapsed in full.
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Change in Directors’ and Employees’ Remuneration
The table below sets out the percentage change in base salary, value of taxable benefits and bonus for the Directors over 2020 to 2025 compared with the average percentage change for
employees. For these purposes, employees employed in the UK at 30 September in each year have been used as a comparator group as this is the population eligible for pay review in the UK
and the majority of employees are in the UK.  The percentage change for Executive and Non-executive Directors is calculated based on the remuneration disclosed in the single figure table.
There have been no material changes to the structure of employee benefits between 2024 and 2025, however, the cost of medical insurance increased, and this is reflected below. The
increase in UK salaries reflects inflation and promotions between 2024 and 2025. The increase in the annual bonus for the CEO reflects the outcome of the corporate scorecard for 2025 and
the fact that the CEO was in seat for the full calendar year. The increase in the annual bonus for the CFO reflects the outcome of the corporate scorecard for 2025 for our new CFO, James
Hopkinson, against a nil bonus for 2024 for our former CFO, Richard Hallett. The increase in benefits for the CEO reflects an increase in the private medical insurance premium and the
inclusion of London-based hotel accommodation. The increase in NED fees for Susanne Chishti reflects her responsibilities as workforce engagement Director. Any Non-executive Directors
who were not in office for the full year in 2025 have been excluded from the table below as there is no meaningful year-on-year comparison for such new joiners. 
Base salary/NED fees
Taxable benefits
Annual bonus
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2024/
2025
UK employees
16%
2%
4%
9%
4%
15%
3%
13%
(14)%
5%
95%
28%
(30)%
(59)%
167%
CEO
N/A
25%
17%
(16)%
–%
N/A
789%
32%
166%
37%
N/A
123%
(83)%
(67)%
445%
CFO
9%
5%
34%
21%
–%
5%
21%
32%
35%
34%
19%
14%
1%
(100)%
100%
Ann Cairns
N/A
N/A
N/A
20%
–%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Caroline Brown
N/A
N/A
N/A
6%
–%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Susanne Chishti
14%
39%
11%
1%
13%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Noël Harwerth
N/A
N/A
N/A
12%
–%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Jennifer Johnson-
Calari
32%
36%
14%
6%
–%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Karen Jordan
N/A
27%
16%
9%
–%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
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Directors’ Remuneration Report continued
CEO Pay Ratio
UK regulations require companies with more than 250 UK employees to publish a ratio to
show CEO pay vs that of UK employees. In line with these regulations, we have provided the
ratio calculated using option A as determined by the regulations, through calculating a single
total figure of remuneration for each UK Group employee and analysing the quartiles, as this
is the most statistically accurate option under the regulations.
Financial year
Method
Lower quartile
Median
Upper quartile
2025
A
18:1
13:1
9:1
2024
A
13:1
9:1
6:1
2023
A
14:1
11:1
7:1
The pay for the CEO and the employees at the percentiles are set out below:
CEO
Lower quartile
Median
Upper quartile
Basic salary
675,000
58,125
81,250
120,000
Total pay
1,317,310
71,375
100,312
149,937
The employee pay figures were calculated by reference to the year to 31 December 2025,
consistent with the period used for the single total figure of remuneration calculated for the
Directors. The data was determined on 26 February 2026.  The CEO Total pay figure is
based on the single figure total. No components of pay have been omitted in this calculation.
Salaries, variable compensation, taxable benefits and pensions were annualised for
employees who have not been with the Group for the full financial year or grossed up on a
full-time equivalent basis for part-time employees. The 2025 employee: CEO pay ratios are
higher than those for 2025, with an increase in CEO pay (due to 2025 bonus outcome)
leading to a lower pay ratio between employees and the CEO.
Workforce remuneration arrangements, policies and practices are considered by the
Committee in the design process and implementation of the remuneration policy each year
for the executive directors. On this basis, the Committee is comfortable that the pay ratio
shown above is consistent with our pay, reward and progression policies for the Group’s UK
employees as a whole.
Relative Importance of the Spend on Pay
The table below shows the Group’s expenditure on employee pay compared to distributions
to shareholders for the year ended 31 December 2025 and the years ended 31 December
2024:
FY25
FY24
FY23
£m
£m
£m
Distribution to shareholders
–
–
12.8
Total employee pay
50.4
45.7
45.6
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Implementation of Policy in FY26
Executive Director Remuneration
Base Salary
The base salary level for the CEO will increase by 5%, therefore his base pay will be set at
£708,750. 
The base salary level for the CFO will increase by 5%, therefore his base pay will be set at
£472,500. 
In both cases, the base salary changes will take effect from 1 April 2026 in line with pay
review changes for the wider workforce.
The 5% uplift reflects the fact that the CEO and CFO salaries have not been changed since
they were set at the time of Admission, and although salaries for the wider workforce have
been adjusted for inflation over this time period, the CEO and CFO salaries has not been so
adjusted prior to the above.
Pension and benefits
Executive Directors will receive a pension contribution or cash equivalent of 10% of salary in
line with the rate applying to the majority of the UK workforce. Benefits include medical
insurance, income protection and life assurance cover. For the CEO, London-based hotel
accommodation is also provided where appropriate.
Annual bonus
The maximum annual bonus opportunity will be in line with the Policy, which is 150% of
salary for the CEO and 130% of salary for the CFO.
The performance conditions for FY26 will be as follows:
Financial targets (65% of the total bonus):
■ Adjusted EBITDA margin: 25%
■ Gross income: 30%
■ Deposits: 10%
Non-financial and strategic targets (35% of
the total bonus):
■ Risk management: 15%
■ Regional diversification: 10%
■ People: 10%
These metrics were considered in detail by the Remuneration Committee, and are
streamlined to focus on our core strategic priorities: the delivery of strong, sustainable
financial growth, longer-term shareholder value, and delivering prosperity to the markets we
serve.
One-third of the post-tax bonus will be used to purchase shares which must be held for three
years, the remaining two‑thirds will be paid in cash.
LTIP
The Remuneration Committee intends to make an LTIP award during 2026 at 150% of base
salary for the CEO and 130% of base salary for the CFO.
The measures for the new LTIP awards are:
Measure
Weighting
Threshold
Maximum
Adjusted Earnings Per Share (EPS) for the financial
year ending 31 December 2028
60%
12 pence
25 pence
Cost: income ratio for the financial year ending
31 December 2028
20%
67%
60%
Adjusted EBITDA per average FTE outcome for the
financial year ending 31 December 2028
20%
£120k
£230k
LTIP vesting on a straight-line basis between threshold and maximum.
The measures are the same as the prior year LTIP, with updated threshold and maximum
targets. The Committee gave careful consideration to the measures which best align with our
strategy through maintaining our focus on EPS and on cost and operational efficiencies and
decided that continuity of measures was appropriate on this basis.
The Committee will review the value of shares at the point of vesting to ensure that the
outcome is appropriate in the context of the Company’s overall performance over the period.
The Committee retains discretion to adjust the formulaic outcome if the Committee believes
that such outcome is not a fair and accurate reflection of wider performance factors and/or
the stakeholder experience.
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Non-executive Director Remuneration
The workforce engagement fee was introduced in 2025, as noted earlier in this report in
respect of Susanne Chishti’s role. Peter Klein receives a fee as chair of the Strategy and
Technology Committee.  Non-executive Director fees are otherwise unchanged for 2026. The
2026 fees are shown below:
Non-executive Director
Fee £
Chair of the Board fee
325,000
Non-executive Director base fee
65,000
Senior Independent Director fee
15,000
Risk Committee Chair fee
22,500
Audit or Remuneration Committee Chair fee
20,000
Risk Committee member fee
7,500
Audit or Remuneration Committee member fee
5,000
Workforce engagement director fee
10,000
Strategy and Technology Committee Chair fee
20,000
Note that there is no Tech Forum in 2025.
Statement of voting at Annual General Meeting
The table below sets out the votes received for the FY24 Directors’ Remuneration Report at
the 2025 AGM.
Directors’ Remuneration Report
Shares voted in favour
179,576,699
99.04%
Shares voted against
1,735,830
0.96%
Votes withheld
578,235
–%
The table below sets out the votes received for the Directors’ Remuneration Policy at the
2024 AGM.
Directors’ Remuneration Policy
Shares voted in favour
162,794,061
100.00%
Shares voted against
7,795
–%
Votes withheld
27,132
–%
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Directors’ Report
In accordance with Section 415 of the Companies Act 2006, the Directors present their Report for the year ended 31 December 2025.
The requisite components of this Directors’ Report are largely set out elsewhere in this annual report and accounts and are incorporated into this Directors’ Report by reference. Additional
information may be found on the Company’s website at https:// cabpayments.com/investors/. The table below sets out where disclosures can be found or provides the relevant information.
Business Performance
Results
Results for the year ended 31 December 2025 are set out in the Strategic Report on pages 10 to 60 and the Consolidated Statement of Profit or Loss on
page 123.
Dividends
The Company does not currently intend to pay any dividends as the Group invests in future growth. The Company intends to revisit its Dividend Policy in
future years and may revise its Dividend Policy from time to time. No final dividend will be proposed for the year ended 31 December 2025.
Corporate Governance Statement
The Corporate Governance Statement can be found on pages 67 to 76.
Directors’ Remuneration Report
The Directors’ Remuneration Report can be found on pages 88 to 108.
Activities in Research and Development
Details can be found in the Strategic Report on pages 10 to 60.
Future developments
Details about the Group’s future developments can be found in the Strategic Report on pages 10 to 60.
Post Balance Sheet events
Events after the reporting period are set out in Note 41 to the Financial Statements.
Directors
Directors
Directors that have served during the year and up to the date of signing and summaries of the current Directors’ key skills and experience are set out in
the Corporate Governance Report on pages 63 to 66.
Directors’ interests
Details of the Directors’ beneficial interests are set out in the Directors’ Remuneration Report on page 103.
Directors’ indemnities
The Company has given indemnities to each of the Directors in respect of any liability arising against them in connection with the Group’s activities in
the conduct of their duties. These indemnities are subject to the conditions set out in the Companies Act 2006 and remain in place during the financial
year and at the date of approval of the Financial statements.
These provisions are qualifying third-party indemnity provisions as defined in Section 234 of the Companies Act 2006 and do not provide cover in the
event that a Director is proven to have acted dishonestly or fraudulently.
Directors’ and Officers’ Liability Insurance
Directors’ and Officers’ Liability Insurance cover is in place at the date of this Report. Cover is reviewed annually and does not provide cover in the event
that a Director is proven to have acted dishonestly or fraudulently.
Appointment and replacement of Directors
A Director may be elected by the shareholders or appointed by the Board. At each annual general meeting all Directors must retire and will be eligible for
election or re-election by the shareholders. For so long as the Company has a Controlling Shareholder an election or re-election of an independent
Director must be approved by the shareholders of the Company as a whole and any member entitled to vote who is not a Controlling Shareholder.
Under the terms of the Relationship Agreement, for so long as the Principal Shareholder holds at least 10% of the ordinary shares the Principal
Shareholder has the right to nominate one Non-executive Director to the Board and for so long as they hold at least 25% of ordinary shares have the
right to nominate two Non-executive Directors to the Board. At the date of this Report, this right is exercised through the nomination and appointment of
Nitin Kaul and Henry Obi as Non-executive Directors. Further information on the Relationship Agreement can be found on page 76.
Powers of the Directors
Subject to the Articles of Association, the Companies Act 2006, and any directions given by special resolution, the business of the Company will be
managed by the Board which may exercise all the powers of the Company.
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Directors’ Report continued
Employees
Employees
The average number of employees within the Group is shown in Note 9(b) to the Financial Statements.
In its commitment to diversity and inclusion, the Group values the unique contributions of its diverse workforce, fostering a culture of openness, mutual
respect, and collaboration. The Group prioritises equal opportunities, ensuring fairness and inclusivity in all aspects of employment with policies
prohibiting discrimination based on various factors, including race, gender, disability, and age.
Equal opportunities
The Group provides equal opportunities in recruitment, training, and career development, emphasising abilities and aptitudes regardless of disabilities,
and offers retraining opportunities for employees who become disabled during their tenure.
Health and safety
The Group prioritises the safety and wellbeing of its employees, visitors, and the public, integrating health and safety measures into its business
objectives.
Harassment
The Group has a zero-tolerance policy towards workplace harassment, including sexual, mental, or physical harassment, with clear reporting
procedures to the HR Department.
Human rights
The Group promotes human rights and dignity through its global supply chain and product contributions, as detailed in the Responsible Business section
of this annual report on pages 23 to 34.
Communication
The Group ensures transparent communication through regular updates on financial and economic factors, encouraging employee engagement through
surveys, meetings, and presentations.
Whistleblowing Policy
The Group’s Policy provides guidelines for individuals to raise concerns confidentially, with protections in place to safeguard their positions including the
provision of an external reporting service, as detailed on page 75.
Constitution
Articles of Association
Any amendments to the Articles of Association may be made by a special resolution of shareholders.
The Articles are available on the Company’s website at https://cabpayments.com/investors/.
Branches outside of the UK
Details of the Company’s subsidiary undertakings and branch offices are set out in Note 29 to the Financial Statements.
Change of control
The following represents the likely effect on significant agreements with the Company were it to be subject to a change of control:
The Group is party to a small number of agreements that may be terminated upon a change of control of the Company, including a takeover bid.
Whether this may apply depends on the identity or characteristics of the new controller. The Company does not have any agreements with any Non-
executive Director, Executive Director or employee that would provide compensation for loss of office or employment resulting from a change of control
except that provisions of the Company’s share incentive plans may cause outstanding unvested options and awards granted to employees under such
plans to vest on a takeover as follows:
Share incentive plan
Change of control
Effect on vesting
provisions in the rules
Performance
condition
Long Term Incentive Plan
Yes
Full vesting
n/a
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Directors’ Report continued
Stakeholders and policies
s172 Statement
The Company’s s172 Statement can be found in the Strategic Report on pages 56 and 58.
Workforce engagement
Details of how the Group engages with its workforce can be found in the Strategic Report on page 58 and in the Corporate Governance Statement on
page 75.
Supporting disability
Details of the Group’s policy for giving full and fair consideration to applications for employment of disabled persons, continuing employment of, and
appropriate training for, employees who become disabled, training, career development, and promotion of disabled employees can be found on page 110.
Stakeholder engagement on key decisions
Details of the key decisions and discussions of the Board during the year and the main stakeholder inputs into those decisions are set out in the Strategic
Report on pages 56 to 58 and Corporate Governance Statement on page 72.
Modern Slavery Statement
The Directors confirm that during the financial period under review steps have been taken in relation to the Group’s responsibilities under Section 54 of
the Modern Slavery Act 2015. The Board has approved a statement setting out the steps taken, which can be found at https://cabpayments.com/
modern-slavery-statement/
Diversity Policy
The Board has approved a policy on diversity and inclusion. An overview of the Group’s approach to equity, diversity, and inclusion can be found on
page 110.
Greenhouse gas emissions
Details of the Group’s greenhouse gas emissions can be found in the Responsible Business Report on page 27 of the Strategic Report.
Political contributions
The Group did not make any donations to political organisations during the year.
Financial instruments and risk
Details of the Group’s policies on financial risk management and the Group’s exposure to credit risk (Note 33), liquidity risk (Note 34), currency risk (Note
35) and interest rate risk (Note 36) are outlined in the Notes to the Financial Statements.
Going concern
After making appropriate enquiries and taking into account the matters set out in the Principal Risks and Uncertainties section on pages 47 to 53 of this
Annual Report, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for 12 months
following the approval of this annual report. For this reason, they continue to adopt the going concern basis when preparing these Financial Statements.
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Directors’ Report continued
Shareholders and share capital
Share capital
The Company has a single class of share which is divided into ordinary shares of 0.0333 pence each.
Each ordinary share carries one vote and all of the ordinary shares rank pari passu. There are no special control rights attached to any of the ordinary
shares. At the date of this Report, 254.1 million ordinary shares of 0.0333 pence each had been issued which are fully paid up and are listed on the
London Stock Exchange. The rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles of Association,
which can be obtained from the Company’s website at https://cabpayments.com/investors/ or can be obtained from Companies House or by writing to
the Group Company Secretary at the Company’s registered office address.
The Company has established an employee benefit trust (EBT) in connection with the operation of the Company’s share incentive plans. The trustees of
the EBT have waived their right to receive dividends on any ordinary shares held by it, save in respect of ordinary shares it holds for any beneficiary as
nominee.
At a general meeting of the Company, every member has one vote on a show of hands and, on a poll, one vote for each share held. A proxy or corporate
representative on a show of hands has one vote for and one vote against a resolution if appointed by one or more members to vote for the resolution
and by one or more members to vote against the resolution.
Under the Companies Act 2006, members are entitled to appoint a proxy or proxies to exercise all or any of their rights to attend, speak, and vote at a
general meeting.
No member is entitled to vote at any general meeting in respect of shares held if any call or other sum outstanding in respect of that share remains
unpaid. In addition, subject to the Articles of Association, no member shall be entitled to vote if they have failed to provide the Company with information
concerning interests in those shares required to be provided under the Companies Act 2006.
The Articles of Association provide for a deadline for submission of proxy forms of not less than 48 hours before the meeting (or such shorter time
agreed by the Board).
Variation of rights
Rights attached to any class of share may be varied with the written consent of the holders of at least three-quarters in nominal value of the issued
shares of that class, or by a special resolution passed at a separate meeting of the holders of those shares.
Restrictions on transfer of shares
There are no specific restrictions on the transfer of securities in the Company which are governed by its Articles and relevant legislation other than
certain restrictions which may from time to time be imposed by law, for example insider trading law or as required under the Company’s Remuneration
Policy for Executive Directors. In accordance with the Market Abuse Regulation as retained in UK law, certain employees are required to seek the
approval of the Company prior to dealing in its securities.
The Company is not aware of agreements between the holders of shares that may result in restrictions on the transfer of shares or that might result in
restrictions on voting rights.
Further details of the Company’s share capital are set out in Note 26 to the Financial Statements.
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Shareholders and share capital continued
Powers for issue of new shares
Details of changes in the share capital of the Company during the year ended 31 December 2025 can be found in Note 26 to the Financial Statements.
At the 2026 AGM the Directors will seek renewal of their authorities to allot shares and to disapply pre-emption rights in line with the latest institutional
shareholder guidelines.
Authority to purchase own shares
The Company has no current authority from shareholders to purchase its own shares and will not seek such authority at the 2026 annual general
meeting.
Major interests in shares
In accordance with Listing Rule 6.6.6(2), the Company has been notified of the following significant interests in its ordinary shares pursuant to
Disclosure Guidance and Transparency Rule 5 (DGTR Rule 5). These holdings may have changed since the Company received the notification listed
below; holders are not required by DGTR Rule 5  to notify the Company of any change until an applicable threshold is reached or crossed.
Notifiable interests
Date notification received
Voting rights
% of capital
Nature of holding
(direct/indirect)
Helios Investment Partners LLP
24 August 2023
114,640,189
45.11
Indirect
BlackRock, LLC
12 July 2023
19,627,745
7.71
Indirect
Eurocomm Holding Limited
10 July 2023
13,264,981
5.23
Direct
Mangrove Partners IM, LLC
17 January 2025
13,115,071
5.10
Direct
Working Capital Advisors (UK) Ltd
15 March 2024
12,721,597
5.01
Direct
FMR, LLC
31 October 2023
12,681,936
4.99
Indirect
No further notifications have been received during the period 1 January 2026 and 4 March 2026.
AGM
The Company’s Annual General Meeting will be held in-person at 2.00pm on Wednesday 29 April 2026 at the Company’s offices at 3 London Bridge
Street, London SE1 9SG, with a webcast available on the Company’s website. Details of the arrangements for the Annual General Meeting can be
found on the Company’s website.
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Directors’ Report continued
Auditors and audit
Auditor re-appointment
A resolution to re-appoint PwC LLP as auditor will be proposed at the 2026 AGM.
Audit confirmations
Each of the Directors at the date of the approval of this Report confirms that:
• So far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware;
• They have taken all the reasonable steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and
to establish that the Group’s auditor is aware of the information; and
• The confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Listing Rule Disclosures
UK Listing Rule 6.6.1
Disclosure requirements under Listing Rule 6.6.1 are identified below along with cross-references indicating where the relevant information is set out in
this annual report:
UK Listing Rule
Detail
Page
6.6.1 (12)
Arrangements to waive dividends by shareholder
6.6.1 (9)(b))
Controlling Shareholder statements
The Directors’ Report has been approved by the Board of Directors of CAB Payments Holdings plc.
Signed on behalf of the Board by:
Lesley Martin
Group Company Secretary
4 March 2026
CAB Payments Holdings plc
Registered Office: 3 London Bridge Street, London SE1 9SG
Company Number: 09659405
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Directors’ Responsibilities Statement
The directors are responsible for preparing
the Annual Report and Accounts and the
financial statements in accordance with
applicable law and regulation.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the directors
have prepared the group and the company
financial statements in accordance with UK-
adopted international accounting standards.
Under company law, 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 group
and company and of the profit or loss of the
group for that period. In preparing the
financial statements, the directors are
required to:
■ select suitable accounting policies and
then apply them consistently;
■ state whether applicable UK-adopted
international accounting standards have
been followed, subject to any material
departures disclosed and explained in the
financial statements;
■ make judgements and accounting
estimates that are reasonable and
prudent; and
■ prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the group
and company will continue in business.
The directors are responsible for
safeguarding the assets of the group and
company and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities.
The directors are also responsible for
keeping adequate accounting records that
are sufficient to show and explain the
group’s and company’s transactions and
disclose with reasonable accuracy at any
time the financial position of the group and
company and enable them to ensure that
the financial statements and the Directors’
Remuneration Report comply with the
Companies Act 2006.
The directors are responsible for the
maintenance and integrity of the company’s
website. Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Directors’ confirmations
The directors consider that the Annual
Report and Accounts and accounts, taken
as a whole, is fair, balanced and
understandable and provides the
information necessary for shareholders to
assess the group’s and company’s position
and performance, business model and
strategy.
Each of the Directors whose names are
listed in the Governance Report on pages 63
to 66 confirm that, to the best of their
knowledge:
■ the group and company financial
statements, which have been prepared in
accordance with UK-adopted
international accounting standards, give
a true and fair view of the assets,
liabilities and financial position of the
group and company, and of the profit of
the group; and
■ the 'Overview' and 'Strategic Report'
includes a fair review of the development
and performance of the business and the
position of the group and company,
together with a description of the
principal risks and uncertainties that it
faces.
For and on behalf of the Board and signed
by:
Neeraj Kapur
Chief Executive Officer
4 March 2026
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Financial
statements
Auditor’s Report to the members
of CAB Payments Holdings plc
Consolidated Statement of Profit
or Loss
Consolidated Statement of Other
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Statement of
Changes in Equity
Consolidated Statement of
Cash Flows
Company Statement of
Financial Position
Company Statement of Changes
in Equity
Company Statement of
Cash Flows
Notes to the Financial Statements
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Independent auditors’ report to the members of CAB Payments Holdings plc
Report on the audit of the financial statements
Opinion
In our opinion, CAB Payments Holdings plc’s Group financial statements and Company
financial statements (the “financial statements”):
■ give a true and fair view of the state of the Group’s and of the Company’s affairs as at
31 December 2025 and of the Group’s profit and the Group’s and Company’s cash flows
for the year then ended;
■ have been properly prepared in accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006; and
■ have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and
Accounts (the “Annual Report”), which comprise:
■ the Consolidated Statement of Financial Position as at 31 December 2025;
■ the Company Statement of Financial Position as at 31 December 2025;
■ the Consolidated Statement of Profit or Loss for the year then ended;
■ the Consolidated Statement of Other Comprehensive Income for the year then ended;
■ the Consolidated Statement of Changes in Equity for the year then ended;
■ the Consolidated Statement of Cash Flows for the year then ended;
■ the Company Statement of Changes in Equity for the year then ended;
■ the Company Statement of Cash Flows for the year then ended; and
■ the notes to the financial statements, comprising material accounting policy information
and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described
in the Auditors’ responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, which includes the FRC’s
Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by
the FRC’s Ethical Standard were not provided.
Other than those disclosed in the Audit Committee Report, we have provided no non-audit
services to the Company or its controlled undertakings in the period under audit.
Our audit approach
Context
The year ended 31 December 2025 is our first year as the external auditors of the CAB
Payments Holdings plc Group (“the Group”). In planning for our first year audit, we met
with the Audit Committee and members of management across the business to discuss
and understand the business and any significant developments during the year, and to
understand their perspectives on associated business risks. We used this insight, in
addition to our understanding of the predecessor auditors’ approach, and our industry
experience, to form our views regarding the audit risks and to develop our planning audit
approach to address those risks.
Overview
Audit scope
■ The scope of our audit and the nature, timing and extent of audit procedures performed
were determined by our risk assessment. We identified Crown Agents Bank Limited as
a significant component and as a result it was subject to a full scope audit. All other
components were determined to be inconsequential to the Group.
Key audit matters
■ First time adoption of hedge accounting (Group)
■ Investment in subsidiary undertaking (Company)
Materiality
■ Overall Group materiality: £1,700,000 based on 5% of the three‑year average profit
before tax excluding non-underlying items.
■ Overall Company materiality: £635,000 based on 1% of total assets.
■ Performance materiality: £1,300,000 (Group) and £475,000 (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements.
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Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
First time adoption of hedge accounting (Group)
Refer to Audit Committee Report - Additional Areas of Financial Statement Risk, Note 1 and Note
14 of the financial statements.
During the year the Group has adopted hedge accounting in accordance with IAS 39 Financial
Instruments: Recognition and Measurement for the first time, with hedge accounting relationships
linked to the Group’s mitigation of interest rate risks.
The Group is exposed to interest rate risk on Customer accounts and market movements in future
interest cash flows on Cash and balances at central banks.
The Group uses derivative financial instruments in the form of interest rate swap contracts to
hedge these risks. These are designated in hedge accounting relationships, as long as the Group
can demonstrate that the hedge accounting arrangements are highly effective, in accordance with
accounting standards.
We focused our work on the adoption of hedge accounting for both types of hedges implemented
by the Group:
■ Hedges of Customer accounts which are designated as fair value hedges;
■ Hedges of the Group’s Cash and balances at central banks which are designated as cash flow
hedges.
Our audit approach comprised the following:
■ We verified hedge documentation was in place at inception, and that it was prepared in
accordance with IAS 39 requirements;
■ We reviewed management’s assessment of the behavioural modelling used in the designation
of the hedged items at inception;
■ We verified the existence of the hedged items and hedging instruments, on a sample basis;
■ We re-performed prospective and retrospective hedge effectiveness tests performed by
management for each hedge relationship;
■ We re-performed the reconciliation between the output of the retrospective effectiveness
assessments to the general ledger to confirm ineffectiveness adjustments had been posted
accurately;
■ We evaluated and tested the appropriateness of disclosures made in relation to hedge
accounting adoption.
Investments in subsidiary undertaking (Company)
Refer to Audit Committee Report - Additional Areas of Financial Statement Risk, Note 1; Note 20
and Note 21 of the financial statements.
The Company holds an investment in Crown Agents Bank Limited (“CABL”) with a carrying value of
£61,758k. IAS 36 Impairment of Assets requires that investments should be assessed for any
indicators of impairment at the end of each reporting period. Management performed an
assessment for indicators of impairment and concluded that there were none in relation to CABL.
Given the carrying value of the investment is material and its significance to the Company balance
sheet, this has been an area of focus in our audit.
Our audit procedures comprised the following:
■ We reviewed the methodology used by management to assess their investment in subsidiaries
for impairment indicators;
■ We evaluated the indicators considered by management against IAS 36 requirements and
substantiated relevant information within management’s assessment to reach their conclusion
that no full impairment assessment was required.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to
give an opinion on the financial statements as a whole, taking into account the structure of
the Group and the Company, the accounting processes and controls, and the industry in
which they operate.
As a result of our Group scoping, we determined that an audit of the complete financial
information of Crown Agents Bank Limited was necessary, due to its risk and size. We
consider all other components to be inconsequential to the Group audit.
For the parent Company, we determined our scope of work using our risk assessment and
parent Company materiality level. Based on these, we assessed the level of testing
required on each financial statement line item in order to be able to give an opinion on the
parent Company financial statements.
For Crown Agents Bank Limited, the Group audit engagement partner was also the partner
overseeing the audit work performed.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the
potential impact of climate risk on the Group’s and Company’s financial statements, and
we remained alert when performing our audit procedures for any indicators of the impact
of climate risk. Our procedures did not identify any material impact as a result of climate
risk on the Group’s and Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall
materiality
£1,700,000.
£635,000.
How we
determined it
5% of the three‑year average profit before
tax excluding non-underlying items
1% of total assets
Rationale for
benchmark
applied
We consider profit / loss before taxation to
be the most appropriate benchmark used in
assessing the performance of the Group as
the business is listed and profit orientated.
Given volatility in underlying performance,
we consider it appropriate to take an
average of the results of the preceding
three years. We believe that profit/loss
before taxation adjusted for non-underlying
items losses is an appropriate measure as it
eliminates the impact of items which
significantly impact comparability.
We consider total assets to be
an appropriate benchmark to
apply on the basis that the
Company is a non-trading
investment Company that
holds investments in the
Group's subsidiaries.
For each component in the scope of our Group audit, we allocated a materiality that is less
than our overall Group materiality. The range of materiality allocated across components
was £1,600,000.
We use performance materiality to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes. Our performance materiality was
75% of overall materiality, amounting to £1,300,000 for the Group financial statements
and £475,000 for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history
of misstatements, risk assessment and aggregation risk and the effectiveness of controls -
and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £170,000 (Group audit) and £60,000 (Company audit) as
well as misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
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Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group's and the Company’s ability to
continue to adopt the going concern basis of accounting included:
■ performing a risk assessment to identify factors that could impact the going concern
basis of accounting, including the impact of internal risks (e.g. strategy execution) and
external risks (e.g. macroeconomic conditions);
■ understanding and evaluating management’s financial forecasts;
■ understanding and evaluating the Group's stress testing of liquidity and regulatory
capital, including the severity of the stress scenarios that were used;
■ review of correspondence with and reports from regulators, including the Prudential
Regulation Authority and the Financial Conduct Authority; and
■ reading and evaluating the adequacy of the disclosures made in the financial
statements in relation to going concern.
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 Group's and 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.
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.
However, because not all future events or conditions can be predicted, this conclusion is
not a guarantee as to the Group's and the Company's ability to continue as a going
concern.
In relation to the directors’ reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the
directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the
financial statements and our auditors’ report thereon. The directors are responsible for the
other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance 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 an apparent material
inconsistency or material misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial statements or a material
misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires
us also to report certain opinions and matters as described below.
Strategic report and Directors' Report
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 year ended 31 December 2025 is
consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their
environment obtained in the course of the audit, we did not identify any material
misstatements in the Strategic report and Directors' Report.
Directors' Remuneration
In our opinion, the part of the Director's Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the
Company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review. Our additional responsibilities with respect to the corporate governance
statement as other information are described in the Reporting on other information section
of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the
financial statements and our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
■ The directors’ confirmation that they have carried out a robust assessment of the
emerging and principal risks;
■ The disclosures in the Annual Report that describe those principal risks, what
procedures are in place to identify emerging risks and an explanation of how these are
being managed or mitigated;
■ The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s and Company’s ability to
continue to do so over a period of at least twelve months from the date of approval of
the financial statements;
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■ The directors’ explanation as to their assessment of the Group's and Company’s
prospects, the period this assessment covers and why the period is appropriate; and
■ The directors’ statement as to whether they have a reasonable expectation that the
Group and Company will be able to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and
Company was substantially less in scope than an audit and only consisted of making
inquiries and considering the directors’ process supporting their statement; checking that
the statement is in alignment with the relevant provisions of the UK Corporate Governance
Code; and considering whether the statement is consistent with the financial statements
and our knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that
each of the following elements of the corporate governance statement is materially
consistent with the financial statements and our knowledge obtained during the audit:
■ The directors’ statement that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members
to assess the Group’s and Company's position, performance, business model and
strategy;
■ The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
■ The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’
statement relating to the Company’s compliance with the Code does not properly disclose
a departure from a relevant provision of the Code specified under the Listing Rules for
review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors' Responsibilities Statement, the directors are
responsible for the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and fair view. The
directors are also responsible for such internal control as they 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
Group’s and 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 Group or the Company or to
cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
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Independent auditors’ report to the members of CAB Payments Holdings plc continued
Based on our understanding of the Group and industry, we identified that the principal risks
of non-compliance with laws and regulations related to breaches of regulations and
regulatory compliance including regulatory reporting requirements and conduct of
business, and we considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws and regulations that
have a direct impact on the financial statements such as Companies Act 2006 and relevant
tax legislation. We evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and
determined that the principal risks were related to posting inappropriate journal entries in
relation to revenue and cost targets, and management bias in accounting estimates. Audit
procedures performed by the engagement team included:
■ Review of correspondence with and reports from regulators, including the Prudential
Regulation Authority and Financial Conduct Authority;
■ Review of reporting to the Audit Committee and Risk Committee in respect of
compliance and legal matters;
■ Enquiry of management and those charged with governance, and review of internal
audit reports insofar as they related to the financial statements;
■ Obtaining confirmations from third parties to confirm the existence of a sample of
balances;
■ Identifying and testing journal entries, including those posted to certain account
combinations; and
■ Challenging significant assumptions and judgements made by management in its
accounting estimates and assessing them for bias.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not
closely related to events and transactions reflected in the financial statements. Also, the
risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete populations. We will often
seek to target particular items for testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006
and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in
writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
■ we have not obtained all the information and explanations we require for our audit; or
■ adequate accounting records have not been kept by the Company, or returns adequate
for our audit have not been received from branches not visited by us; or
■ certain disclosures of directors’ remuneration specified by law are not made; or
■ the Company financial statements and the part of the Director's Remuneration Report
to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 31 December 2025.
Our uninterrupted engagement covers one financial year.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed
on the National Storage Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured digital format annual financial
report has been prepared in accordance with those requirements.
Sheena Coutinho (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
4 March 2026
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Appendix
Consolidated Statement of Profit or Loss
Consolidated Statement of Other Comprehensive Income
for the year ended 31 December 2025
for the year ended 31 December 2025
2025
2024
Note
£'000
£'000
Interest income
4
55,788
58,857
Interest expense
4
(29,779)
(38,403)
Net interest income
26,009
20,454
Gain on money market funds
14,688
16,070
Net loss on financial assets and financial liabilities
mandatorily held at fair value through profit or loss
5
(1,616)
(247)
Fees and commission income
6
16,488
15,745
Net foreign exchange gain
7
62,685
53,803
Other operating income
8
735
616
Total income
118,989
106,441
Operating expenses before non-underlying items
9
(94,523)
(84,659)
Non-underlying items
9a
(4,674)
(3,741)
Operating expenses after non-underlying items
(99,197)
(88,400)
Other finance costs
4a
(1,384)
(897)
Impairment reversal on financial assets at amortised cost
33
113
450
Profit before tax
18,521
17,594
Tax expense
10
(4,965)
(3,382)
Profit for the year
13,556
14,212
Profit for the financial year arises from continuing operations and is attributable to the
owners of the parent.
Earnings per share
2025
2024
pence
pence
Basic earnings per share
40
5.4
5.6
Diluted earnings per share
40
5.2
5.3
Earnings per share relate entirely to continuing operations.
2025
2024
Note
£'000
£'000
Profit for the year
13,556
14,212
Other comprehensive income for the year:
Items that may be reclassified subsequently to profit or
loss:
Foreign exchange (losses)/gains on translation of foreign
operations
(53)
4
Cash flow hedge reserve
14
(244)
–
Movement in investment in debt securities at fair value
through other comprehensive income
16
73
–
Items that will not be reclassified subsequently to profit
or loss:
Movement in investment revaluation reserve for equity
instruments at fair value through other comprehensive
income
98
20
Income tax relating to these items
22
(24)
(5)
Other comprehensive (loss)/income net of tax
(150)
19
Total comprehensive income
13,406
14,231
Total comprehensive income for the financial year is wholly attributable to the owners of
the parent.
The notes on pages 129 to 193 form part of these consolidated financial statements.
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Consolidated Statement of Financial Position
as at 31 December 2025
As at
As at
31 December 2025
31 December 2024
Note
£'000
£'000
Assets
Cash and balances at central banks
11
257,867
584,679
Money market funds
12
218,157
488,197
Loans and advances on demand to banks
13
129,946
185,559
Investment in debt securities at amortised cost
15
234,790
246,021
Investment in debt securities at fair value through
OCI
16
442,751
–
Other loans and advances to banks
13
274,956
180,084
Other loans and advances to non-banks
13
21,521
32,596
Unsettled transactions
17
8,900
10,866
Derivative financial assets
14
489
4,884
Investment in equity securities
679
553
Other assets¹
17
9,614
9,944
Current tax asset¹
8,839
9,397
Accrued income
2,033
925
Property, plant and equipment
18
2,299
2,781
Right of use assets
19
15,713
17,754
Intangible assets
20
31,170
30,605
Total assets
1,659,724
1,804,845
As at
As at
31 December 2025
31 December 2024
Note
£'000
£'000
Liabilities
Customer accounts
23
1,436,533
1,585,000
Derivative financial liabilities
14
1,384
539
Unsettled transactions
24
20,772
35,173
Other liabilities
24
4,843
5,967
Accruals
24
13,451
10,380
Lease liabilities
19
19,037
18,069
Deferred tax liability
22
928
1,217
Provisions
25
2,054
1,949
Total liabilities
1,499,002
1,658,294
Equity
Called up share capital
26
85
85
Treasury shares reserve
(264)
(244)
Retained earnings
27
161,065
146,724
Investment revaluation reserve
200
126
Cash flow hedge reserve
14
(244)
–
Debt securities revaluation reserve
16
73
–
Foreign currency translation reserve
(193)
(140)
Shareholders’ funds
160,722
146,551
Total liabilities and equity
1,659,724
1,804,845
¹  Additional disclosure has been made in respect of current income tax to present it separately to Other assets. Refer to Note
17  for further information.
Company registration number – 09659405
The notes on pages 129 to 193 form part of these consolidated financial statements.
The Board of Directors approved and authorised for issue the consolidated financial
statements on 4 March 2026. Signed on behalf of the Board by:
N Kapur
J Hopkinson
Group Chief Executive Officer
Group Chief Finance Officer
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Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
Share capital
Treasury shares
reserve
Retained
earnings
Investment
revaluation
reserve
Debt securities
revaluation
reserve
Cash flow hedge
reserve
Foreign
currency
translation
reserve
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2025
85
(244)
146,724
126
–
–
(140)
146,551
Profit for the year (Note 27)
–
–
13,556
–
–
–
–
13,556
Other comprehensive income:
Foreign exchange gain on translation of foreign operations
–
–
–
–
–
–
(53)
(53)
Movement in investment revaluation reserve for equity instruments at fair
value through other comprehensive income
–
–
–
98
–
–
–
98
Cash flow hedge reserve (Note 14)
–
–
–
–
–
(244)
–
(244)
Movement in investment in debt securities at fair value through other
comprehensive income (Note 16)
–
–
–
–
73
–
–
73
Income tax relating to these items (Note 22)
–
–
–
(24)
–
–
–
(24)
Other comprehensive income net of tax
–
–
–
74
73
(244)
(53)
(150)
Total comprehensive income
–
–
13,556
74
73
(244)
(53)
13,406
Transactions with owners in their capacity as owners:
Share-based payment expense (Note 28)
–
–
615
–
–
–
–
615
Deferred tax on share based payment expense
–
–
170
–
–
–
–
170
Acquisition of treasury shares by EBT
–
(20)
–
–
–
–
–
(20)
Total
–
(20)
785
–
–
–
–
765
Balance at 31 December 2025
85
(264)
161,065
200
73
(244)
(193)
160,722
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Consolidated Statement of Changes in Equity continued
for the year ended 31 December 2025
Share capital
Treasury shares
reserve
Retained
earnings
Investment
revaluation
reserve
Debt securities
revaluation
reserve
Cash flow hedge
reserve
Foreign
currency
translation
reserve
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2024
85
–
131,478
111
–
–
(144)
131,530
Profit for the year (Note 27)
–
–
14,212
–
–
–
–
14,212
Other comprehensive income:
Foreign exchange losses on translation of foreign operations)
–
–
–
–
–
–
4
4
Movement in investment revaluation reserve for equity instruments at fair
value through other comprehensive income
–
–
–
20
–
–
–
20
Income tax relating to these items (Note 22)
–
–
–
(5)
–
–
–
(5)
Other comprehensive (loss)/income net of tax
–
–
–
15
–
–
4
19
Total comprehensive income
–
–
14,212
15
–
–
4
14,231
Transactions with owners in their capacity as owners:
Share-based payment expense (Note 28)
–
–
996
–
–
–
–
996
Stamp duty refund
–
–
38
–
–
–
–
38
Acquisition of treasury shares by EBT
–
(244)
–
–
–
–
–
(244)
Total
–
(244)
1,034
–
–
–
–
790
Balance at 31 December 2024
85
(244)
146,724
126
–
–
(140)
146,551
The notes on pages 129 to 193 form part of these consolidated financial statements.
127
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Appendix
Consolidated Statement of Cash Flows
for the year ended 31 December 2025
2025
2024
Note
£'000
£'000
Cash (outflow)/inflow from operating activities
30
(613,426)
96,774
Tax paid
(4,687)
(11,766)
Payments for interest on lease liabilities
(45)
(33)
Net cash (used in)/generated from operating activities
(618,158)
84,975
Cash flow used in investing activities
Purchase of property, plant and equipment
18
(134)
(2,428)
Purchase of intangible assets
20
(7,639)
(12,524)
Refund of investments in subsidiary undertakings
–
39
Purchase of equity investments
–
(53)
Net cash used in investing activities
(7,773)
(14,966)
Cash flow used in financing activities
Repayment of principal portion of the lease liability
(193)
(295)
Purchase of treasury shares
(20)
(244)
Net cash used in financing activities
(213)
(539)
Net (decrease)/ increase in cash and cash equivalents
(626,144)
69,470
Cash and cash equivalents at the beginning of the year
1,258,435
1,183,777
Effect of exchange rate changes on cash and cash
equivalents
(26,321)
5,188
Cash and cash equivalents at the end of the year
605,970
1,258,435
Analysed as follows:
Cash and balances at central banks
11
257,867
584,679
Money market funds
12
218,157
488,197
Loans and advances on demand to banks
13
129,946
185,559
The notes on pages 129 to 193 form part of these consolidated financial statements.
128
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Statements
Appendix
Company Statement of Financial Position
Company Statement of Changes in Equity
as at 31 December 2025
for the year ended 31 December 2025
2025
2024
Note
£'000
£'000
Assets
Loans and advances receivable from subsidiary
undertaking
13
249
108
Receivables from subsidiary undertaking
31
–
273
Other assets
17
424
500
Investments in subsidiary undertakings
21
62,775
164,341
Intangible assets
20
37
120
Total Assets
63,485
165,342
Liabilities
Payables to subsidiary undertaking
31
14,174
18,262
Other liabilities
24
–
65
Accruals
24
46
736
Total Liabilities
14,220
19,063
Equity
Called up share capital
26
85
85
Treasury shares
(264)
(244)
Merger relief reserve
26
–
100,442
Retained earnings
27
49,444
45,996
Shareholders’ funds
49,265
146,279
Total equity and liabilities
63,485
165,342
Company registration number – 09659405
The Company has elected to take the exemption under Section 408 of the Companies Act
2006 from presenting its own profit or loss and other comprehensive income statement.
The loss for the year of £(96,994)k (2024: loss (£2,092k)) has been accounted for in the
financial statements of the Company.
The Notes on pages 129 to 193 form part of these Company financial statements.
The Board of Directors approved the Company financial statements on 4 March 2026.
N Kapur
J Hopkinson
Group Chief Executive Officer
Group Chief Finance Officer
Total
Called up
Treasury
Merger relief
Retained
shareholders’
share capital
shares reserve
reserve
earnings
funds
£'000
£'000
£'000
£'000
£'000
Balance at 1 January
2025
85
(244)
100,442
45,996
146,279
Loss for the year (Note
27)
–
–
–
(96,994)
(96,994)
Liquidation of CTH (Note
26A)
–
–
(100,442)
100,442
–
Total comprehensive
loss
–
–
(100,442)
3,448
(96,994)
Acquisition of treasury
shares by EBT
–
(20)
–
–
(20)
Balance at 31 December
2025
85
(264)
–
49,444
49,265
Balance at 1 January
2024
85
100,442
48,088
148,615
Loss for the year (Note
27)
–
–
–
(2,092)
(2,092)
Total comprehensive
loss
–
–
–
(2,092)
(2,092)
Transactions with
owners in their capacity
as owners:
Acquisition of treasury
shares by EBT
–
(244)
–
–
(244)
Balance at 31 December
2024
85
(244)
100,442
45,996
146,279
The Notes on pages 129 to 193 form part of these financial statements.
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Appendix
Company Statement of Cash Flows
Notes to the Financial Statements
for the year ended 31 December 2025
for the year ended 31 December 2025
2025
2024
Note
£'000
£'000
Cash outflow  from operating activities
30
182
(214)
Net cash outflow from operating activities
182
(214)
Cash flow from investing activities
Refund from investments in subsidiary undertakings
–
39
Purchase of intangible assets
(21)
(131)
Net cash used in investing activities
(21)
(92)
Cash flow used in financing activities
Acquisition of treasury shares
(20)
(244)
Net cash used in financing activities
(20)
(244)
Net increase in cash and cash equivalents
141
(550)
Cash and cash equivalents at the beginning of the year
108
658
Cash and cash equivalents at the end of the year
249
108
Analysed as follows:
Loans and advances receivable from subsidiary
undertaking (Bank balance with Crown Agents Bank)
249
108
The Notes on pages 129 to 193 form part of these financial statements.
Notes
1.  Statement of Accounting Policies
The following accounting policies relate to the financial statements of CAB Payments
Holdings plc (the ‘Company’) and its subsidiaries (collectively referred to as the ‘Group’).
a) General information
The Company is incorporated and domiciled in England. On 4 July 2023 the Company was
re-registered as a public limited company, CAB Payments Holdings plc, in order to align
with its strategic objectives. The address of its registered office as at 31 December 2025 is
3 London Bridge St, London, SE1 9SG, England.
The Company’s shares trade under the ticker code of CABP.L.
The Group is a market leader in business-to-business cross-border payments and foreign
exchange, specialising in hard-to-reach markets.
b) Basis of preparation
The consolidated and Company financial statements have been prepared under the
historical cost convention, except for certain financial instruments which are measured at
fair value, as disclosed in the accounting policies set out within these financial statements,
and in accordance with the UK adopted International Accounting Standards and in
conformity with the applicable legal requirements of the Companies Act 2006.
The principal accounting policies applied in the preparation of these financial statements
are set out in this Note. These accounting policies have been consistently applied to all the
years presented unless otherwise stated. The balance sheet has been presented in order of
liquidity.
‘Non-underlying items’ presented in the consolidated statement of profit or loss and related
notes have been referred to as ‘adjusting items’ in the prior year.
The preparation of consolidated and Company financial statements in conformity with
IFRS as adopted by the UK requires the use of certain critical accounting estimates which
have been disclosed in Note 2.
The consolidated and Company financial statements are presented in British Pound
Sterling (£). All values are rounded to the nearest thousand (£’000), except when otherwise
indicated.
The Group and the Company have adopted the following new or amended IFRSs and
interpretations that are effective from 1 January 2025, none of which had any material
impact on the Company’s or the Group’s consolidated financial statements and the
Company’s financial statements.
Accounting standard
Amendment/interpretation
Amendments to IAS 21 The
Effects of Changes in Foreign
Exchange Rates:
Lack of Exchangeability (Issued August 2023). The
standard is effective 1 January 2025.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
c) Basis of consolidation
The consolidated financial statements include the financial statements of the Company
and all of the entities controlled by the Company made up to 31 December each year.
Control is achieved when the Company:
■ has the power over the investee;
■ is exposed, or has rights, to variable return from its involvement with the investee; and
■ has the ability to use its power to affect its returns.
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.
A subsidiary is an entity controlled directly or indirectly by the Company. The Company
controls a subsidiary when it is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns through its
power over the investee.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the
results of subsidiaries acquired or disposed of during the year are included in the
consolidated profit or loss account from the date the Company gains control until the date
when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to
transactions between the members of the Group are eliminated on consolidation, with the
exception of foreign currency gains and losses on intragroup monetary items denominated
in a foreign currency of at least one of the parties.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are
accounted for as equity transactions. The carrying amount 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 the owners of the Company.
The Group has established employee benefit trusts (EBTs) to hold shares to meet the
Group’s obligation to provide shares awarded to employees under the share incentive plan.
Shares held by the EBTs are deducted from equity and presented as Treasury Shares until
such time that the shares settle. The EBT is controlled and recognised by the Company
using the look-through approach, i.e. as if the EBT is included within the accounts of the
Company.
d) Going concern
The Directors have assessed the ability of the Company and of the Group to continue as a
going concern based on the net current asset position, regulatory capital requirements and
estimated future cash flows. The Directors have formed the view that the Company and
the Group have adequate resources to continue in existence for a period of at least 12
months from when these financial statements are authorised for issuance. Accordingly, the
financial statements of the Company and the Group have been prepared on a going
concern basis.
Critical to reaching this view were:
■ The output of internal stress assessments which were conducted at a Company and a
Group level and modelled the impact of severe yet plausible stresses which underpinned
the Going concern assessment.
■ The output of the reverse stress testing assessment which modelled the scenarios that
would have to occur in order for the Group to fall below its Total Capital Requirement
(being the aggregate of Pillar 1 and Pillar 2A capital requirements).
In reaching their conclusions, the Directors also considered the results of the  2025 Going
concern assessment and the three year Budget and Corporate Plan.
i. Internal stress assessments
In total, three stresses were considered:
■ That income from all new products and new markets, which are either in their infancy
and/or are unproven, do not succeed. For prudence, all costs were assumed to be
retained as per the base case plan;
■ Market Stress which modelled the impacts of a severe global recession which leads to
increased credit defaults and a low interest rate environment detrimentally impacting
Net Interest Income and GBP sharply depreciating against USD;
■ Idiosyncratic Stress which modelled the impact of a material reduction in revenue driven
by idiosyncratic events.
The Group’s most recent ICAAP was approved by the Board in June 2024. As part of this
Going Concern assessment, severe, but plausible Idiosyncratic, and Combined stresses
similar to those applied in that ICAAP are applied to the three year Budget and Group
Corporate Plan which was Board approved during December 2025.
In all the stresses noted above the Group maintained sizeable surpluses to the Total
Capital Requirement and liquidity requirements.
ii. Reverse stress tests
The reverse stress tests are used to assess vulnerabilities of the Group and determine what
extreme adverse events would cause the business to fail. Where any of these events are
deemed to be plausible, the Group will adopt measures to mitigate the impact of such
events where plausible.
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The Group did not identify reasonably possible scenarios which could result in failure to
continue in operational existence for a period of at least 12 months from when these
financial statements are authorised for issuance.
iii. Conclusion
The Directors are of the view that:
■ There are no material uncertainties relating to events or conditions that cast significant
doubt on the Company’s and the Group’s ability to continue as a going concern; and
■ The significant judgements and estimates made by management in determining
whether or not the adoption of the going concern is appropriate are disclosed in Note
20. The forecasts and assumptions used for impairment assessments were the same
used for the going concern assessment.
Accordingly, the financial statements have been prepared on a going concern basis.
e) Interest income and interest expense
i) Net interest income
Interest income and interest expense for all interest-bearing financial instruments, including
interest accruals on related FX contracts, are recognised within Net interest income in the
consolidated statement of profit or loss and other comprehensive income. The interest
expense on financial liabilities and interest income on assets that are held for collection of
contractual cash flows, where those cash flows represent solely payments of principal and
interest, is recognised using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial
asset or financial liability and of allocating the interest income or expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts (including all fees and points paid or received that form an integral
part of the effective interest rate, transaction costs and other premiums or discounts)
through the life of the financial instrument or, when appropriate, a shorter period, to the net
carrying amount of the financial asset or financial liability.
ii) Net loss on financial instruments measured at fair value through profit or loss
This balance comprises the interest income or interest expense on FX derivatives. It is
measured at the contractual interest rate. The balance also comprise:
■ Fair value gains or losses on the hedged instruments;
■ Fair value gains and losses on the hedged items measured at amortised cost;
■ The effective portion adjustments of the fair value hedges; and
■ Effective gains/losses reclassified to income statement from cash flow hedge reserve
when a hedged item affected net profit.
f) Fees and commission income
Fees and commission receivable which are not an integral part of the effective interest rate
are recognised as income as the Group fulfils its performance obligations. Fees and
commission income includes the following key revenue streams:
■ Account management and payment services: the Group’s performance obligation in
relation to account management services is to provide management or maintenance
services to its current account holders. The revenue for these services is recognised over
the life of the contract on a monthly basis as fees are received. Crown Agents Bank Ltd
(CAB) provides the service. Payment services fees relate to services offered by the
Group to its clients by executing payment transactions. Revenue from providing services
is recognised at a point in time when the services are rendered i.e. when the payments
are executed.
■ Pension payment fees: pension payment fees are charged to pension companies for
making payment to pension beneficiaries on their behalf. The Group acts as a principal
in rendering these services to its clients. Revenue from providing services is recognised
at a point in time when the services are rendered i.e., when the payments are executed.
■ Trade finance – Financial guarantee income: includes fixed fees earned for issuing
financial guarantee contracts. The performance obligation of the Group is to provide
financial assurance to the recipient of the guarantee in case of payment default.
Revenue is recognised over the period of the contract term. The fees for providing
financial guarantee services are charged and collected upfront.
■ Trade Finance – Income from letters of credit: the Group also receives fees in respect of
the issue of letters of credit where the performance obligations are typically fulfilled
towards the end of the client contract. Where it is unlikely that the letter of credit will be
drawn down, it is recognised in fee and commission income over the life of the facility,
rather than as an adjustment to the effective interest rate for loans expected to be
drawn as they are short-term facilities. The fees for acceptance of letters of credits
include fees and are charged and collected upfront. Other charges include advising fees,
confirming bank fees, and bank charges, all of which are collected on the completion of
the term of the letter of credit.
■ Electronic platform fees: fees for the services provided by the Group using its electronic
platform to facilitate bulk payments to its clients. Revenue is recognised at a point in
time when the services are rendered i.e., when the payments are executed.
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g) Net foreign exchange gain
Net FX gain comprises wholesale FX and FX gain on payment transactions as follows:
■ Wholesale FX - Profit on settlement of FX contracts: these profits arise on FX
Settlements involving the instruction of client payments to specific recipients. Under the
Group’s FX and payment services, clients agree to terms and conditions for all
transactions at the time of signing a contract with the Group. On trade date the Group
measures these cash flows at fair value, with further changes in fair value being
recognised in profit or loss until the settlement of the contract. This balance includes
both realised and unrealised FX income at year-end.
■ Wholesale FX - Remeasurement of non-sterling 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 to the functional currency 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. FX gains and losses resulting from the
settlement of transactions and from the translation at period-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in the
consolidated statement of profit or loss except for FX gains and losses in relation to
instruments measured at fair value through other comprehensive income (FVTOCI)
which are recognised in other comprehensive income (OCI).
■ Wholesale FX - Fair value gains or losses on derivatives: this comprises the profits and
losses on remeasurement of forward FX derivatives carried at fair value through profit
and loss (FVTPL).
■ FX gain on payment transaction revenue: a FX gain or loss on payment transactions is
the difference between the spot exchange rate between the functional currency and the
foreign currency at the date of the payment transaction.
h) Foreign currency transactions and balances policy
(i) Functional and presentational currency
The Company’s and the Group’s functional and presentational currency is British Pound
Sterling (£).
(ii) 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 to the functional
currency 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.
FX gains and losses resulting from the settlement of transactions and from the translation
at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the consolidated statement of profit or loss except for FX gains
and losses in relation to instruments measured at fair value through other comprehensive
income (FVTOCI) which are recognised in other comprehensive income (OCI).
(iii) Group companies
For the purpose of presenting consolidated financial statements, the assets and liabilities of
the Group’s foreign operations are translated to the Group’s presentational currency at
exchange rates prevailing at the close of business on the balance sheet date. Income and
expense items are translated at the exchange rates on the day of the transaction.
FX differences arising on the translation of a foreign operation are recognised in other
comprehensive income and accumulated in the Foreign Currency Translation Reserve
(FCTR).
(iv) Lack of exchangeability on currencies
If a currency becomes unexchangeable either for purposes of translating foreign currency
transactions during the year or foreign operations and FX balance sheet balances to GBP
at reporting date, management estimates the spot exchange rates for such currencies in
line with IAS 21 requirements by using either:
■ an observable exchange rate without adjustment (e.g. exchange rates from the market
sources or independent providers like Reuters); or
■ an estimation technique e.g. first subsequent available exchange rate from official
independent sources.
The impact of this amendment, effective 1 January 2025, has been assessed as not
material to the Group.
i) Taxation
The tax expense for the period comprises current and deferred tax recognised in the
reporting period. Current and deferred tax are recognised in profit or loss, except when
they relate to items that are recognised in other comprehensive income or directly in equity,
in which case, the current and deferred tax are also recognised in other comprehensive
income or directly in equity respectively. If current tax or deferred tax arises from the initial
accounting for a business combination, the tax effect is included in the accounting for the
business combination.
Current or deferred tax assets or liabilities are not discounted.
Current tax
Current tax is the tax expected to be payable on the taxable profit for the year and on any
adjustment to tax payable in respect of previous years. Taxable profit differs from net profit
as reported in profit or loss because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
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A provision is recognised for those matters for which the tax determination is uncertain but
it is considered probable that there will be a future outflow of funds to a tax authority. The
provisions are measured at the best estimate of the amount expected to become payable.
If a company within the Group incurs losses within the period, that company may surrender
trading losses and other amounts eligible for relief from corporation tax to another Group
company (the ‘claimant company’) for the claimant company to set off against its own
profits for corporation tax purposes as permitted by HMRC.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the liability
method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises
from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
In addition, a deferred tax liability is not recognised if the temporary difference arises from
the initial recognition of goodwill.
j) Intangible assets (excluding Goodwill)
Intangible assets (except for Goodwill) are stated at cost less accumulated amortisation
and accumulated impairment losses. The residual value of such intangible assets is
amortised, using the straight-line method, over their estimated useful lives, as follows:
■ Core accounting software – 12.5 years;
■ Other software – 5 years (subject to regular management assessment of the economic
benefit of the asset); and
■ Brand/name – 50 years (acquired).
Costs associated with maintaining computer software are recognised as an expense as
incurred. Development costs that are directly attributable to the design and testing of
identifiable and unique software products controlled by the Group are recognised as
intangible assets when the following criteria are met:
■ it is technically feasible to complete the software so that it will be available for use;
■ management intends to complete the software and use or sell it;
■ there is an ability to use or sell the software;
■ it can be demonstrated how the software will generate probable future economic
benefits;
■ adequate technical, financial and other resources to complete the development and to
use or sell the software are available; and
■ the expenditure attributable to the software during its development can be reliably
measured.
Other development expenditure that does not meet these criteria is recognised as an
expense as incurred. Development costs previously recognised as an expense are not
recognised as an asset in a subsequent period. Long-term software-as-a-service (SaaS)
type contracts that do not meet the definition of an asset (rental of software) are expensed
to profit and loss over the period of the contract in line with the benefits received.
k) Property, plant and equipment, and depreciation
Property, plant and equipment are stated in the statement of financial position at historic
cost less accumulated depreciation. Cost includes the original purchase price of the asset
and the costs attributable to bring the asset to its working condition for its intended use.
Depreciation commences when an asset becomes available for use and is calculated to
write down assets to their residual value in equal instalments, on a straight-line basis over
their estimated useful lives, as follows:
Leasehold improvements
Life of lease
Computer equipment
5 years
Fixtures and fittings
5 years
Artwork
20 years
l) Impairment of non-financial assets
At each statement of financial position date, non-financial assets not carried at fair value
are assessed to determine whether there is an indication that the asset may be impaired,
such as a decline in operational performance, geopolitical uncertainty, economic
uncertainty i.e. rising interest rates and inflation, or changes in the outlook of future
profitability among other potential indicators. If there is such an indication the recoverable
amount of the asset is compared to the carrying amount of the asset.
Individual assets are grouped for impairment assessment purposes at the lowest level at
which there are identifiable cash inflows that are largely independent of the cash flows of
other groups of assets. This should be at a level not higher than an operating segment. The
recoverable amount of the asset is the higher of the fair value less costs to sell and value in
use. Value in use is defined as the present value of the future cash flows before interest
and tax obtainable as a result of the asset’s continued use. These cash flows are
discounted using a pre-tax discount rate that represents the current market risk-free rate
and the risks inherent in the asset. In determining fair value less costs to sell, recent market
transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used. If the recoverable amount of the asset is estimated to
be lower than the carrying amount, the carrying amount is reduced to its recoverable
amount. An impairment loss is recognised in the statement of profit or loss unless the asset
has been revalued then the amount is recognised in other comprehensive income to the
extent of any previously recognised revaluation. An impairment loss recognised on
goodwill is not reversed in a subsequent period.
If an impairment loss is subsequently reversed, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but only to the extent that the
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revised carrying amount does not exceed the carrying amount that would have been
determined (net of depreciation or amortisation) had no impairment loss been recognised
in prior periods. A reversal of an impairment loss is recognised in the statement of profit or
loss and other comprehensive income.
Goodwill is allocated on acquisition to the cash-generating unit expected to benefit from
the synergies of the combination. Goodwill is included in the carrying value of cash-
generating units for impairment testing.
Disposal groups held for sale are measured at the lower of their carrying amount and fair
value less costs to sell. At initial classification of the disposal group as held for sale, the
carrying amounts of all the individual assets and liabilities in the disposal group are
measured in accordance with the Group’s accounting policies. If fair value less costs to sell
for the disposal group is below the aggregate carrying amount of all of the assets and
liabilities included in the disposal group, the disposal group is written down. The
impairment loss is recognised in profit or loss for the period.
m) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with commercial
or central banks and exposures to money market funds (transacted via open-ended
investment companies). Cash equivalents are short-term highly liquid investments that are
readily convertible to a known amount of cash and which are subject to an insignificant risk
of changes in value. Cash equivalents are held for the purpose of meeting short-term cash
commitments rather than for investment or other purposes.
n) Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the
consideration transferred over the Group’s interest in the net fair value of the net
identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of
any non-controlling interest in the acquiree.
Goodwill is tested for impairment at the end of each accounting period.
On disposal of a cash-generating unit, the attributable amount of goodwill is included in
the determination of the profit or loss on disposal. Goodwill is accounted for at cost less
accumulated impairment losses.
o) Financial instruments
Financial assets and financial liabilities are recognised in the Company and Group
statements of financial position when the Company or Group becomes a party to the
contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through
profit or loss) are added to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
(i) Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised
using trade date accounting. The trade date is the date of the commitment to buy or sell
the financial asset.
All recognised financial assets are measured subsequently in their entirety at either
amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Financial assets that meet the following conditions are measured subsequently at
amortised cost:
■ the financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; and
■ the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets that meet the following conditions are measured subsequently at FVTOCI:
■ the financial asset is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling the financial assets; and
■ the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Despite the foregoing, the Group and the Company may irrevocably elect to present
subsequent changes in fair value of an equity investment in other comprehensive income if
equity instruments are held as a strategic investment and not held with the intention to
realise a profit.
By default, all other financial assets are measured subsequently at fair value through profit
or loss.
The Group’s financial assets measured at amortised cost consist of:
■ Cash and balances at central banks;
■ Loans and advances on demand to banks;
■ Other loans and advances to banks;
■ Other loans and advances to non-banks;
■ Investment in debt securities at amortised cost;
■ Other assets;
■ Accrued income; and
■ Unsettled transactions.
The nature of all financial items included in a given balance sheet line item is as shown in
the respective note breakdown.
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The Group’s financial assets measured at FVTPL consist of money market funds and
derivative financial instruments.
Financial assets at FVTPL are measured at fair value at the end of each reporting period,
with any fair value gains or losses recognised in profit or loss. Fair value is determined in
the manner described in Note 39.
The Group’s financial assets designated at FVTOCI comprise primarily its investments in
debt securities at FVTOCI, also not held for trading (Note 16) and investment in equity
securities, which are not held for trading.
The equity instruments are held as a strategic investment and not held with the intention to
realise a profit.
Investments in equity instruments at FVTOCI are initially measured at fair value plus
transaction costs. Subsequently, they are measured at fair value with gains and losses
arising from changes in fair value recognised in other comprehensive income and
accumulated in the Investment revaluation reserve. The cumulative gain or loss is not
reclassified to profit or loss on disposal of the equity investments, instead, it is transferred
to retained earnings.
Dividends on these investments in equity instruments are recognised in profit or loss in
accordance with IFRS 9 unless the dividends clearly represent a recovery of part of the cost
of the investment. Dividends are included in the ‘Other operating income’ line item (Note 8)
in the statement of profit or loss and other comprehensive income.
Investments in debt securities at FVTOCI’s business model is to hold to collect and sell.
They are initially measured at fair value plus transaction costs. Subsequently, they are
measured at fair value with gains and losses arising from changes in fair value recognised
in other comprehensive income and accumulated in the debt securities revaluation reserve.
The cumulative gain or loss is reclassified to profit or loss on disposal of the investments.
Interest income is recognised using the effective interest method for debt instruments
measured subsequently at amortised cost (Note 1 (e)) above. Interest income is recognised
in the statement of profit or loss and other comprehensive income in the ‘Net interest
income’ line item (Note 4).
Derecognition of financial assets
The Group 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 entity.
On derecognition of a financial asset the difference between the asset’s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
(ii) Financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in
accordance with the contractual substance of the contractual arrangements and the
definitions of a financial liability and an equity instrument.
Classification of financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective
interest method or at fair value through profit and loss.
Financial liabilities at fair value through profit and loss
The Group’s financial liabilities at fair value through profit and loss consist of derivative
liabilities (see below for policy on derivative financial instruments).
Financial liabilities at fair value through profit and loss are measured at fair value, with any
gains or losses arising on changes in fair value recognised in profit or loss.
Financial liabilities at amortised cost
The Group’s financial liabilities at amortised cost consist of customer accounts, unsettled
transactions and other liabilities such as trade creditors, funds received in advance,
transactions credited by third-party nostro providers and other creditors.
Financial liabilities at amortised cost are measured subsequently at amortised cost using
the effective interest method (see Note 1(e) above).
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Group’s obligations are
discharged, cancelled or have expired. The difference between the carrying amount of the
financial liability derecognised and the consideration paid and payable is recognised in
profit or loss.
(iii) Derivative financial instruments
The Group’s derivatives policy only permits dealing in forward FX contracts and interest
rate swaps to hedge, to provide services to clients or to facilitate cash management.
Derivative financial instruments are initially recognised at fair value on the date a derivative
contract is entered into and are subsequently remeasured at their fair value at the
reporting date.
Derivatives are financial instruments that derive their value from the price of underlying
items such as equities, interest rates or other indices. Derivatives are recognised initially
and are subsequently measured at fair value through profit or loss. Derivatives are
classified as assets when their fair value is positive or as liabilities when their fair value is
negative.
Hedge accounting
Under certain conditions, the Group may designate a recognised asset or liability, a firm
commitment or highly probable forecast transaction into a formal hedge accounting
relationship with a derivative that has been entered to manage interest rate and risks
present in the hedged item. The Group has a policy to apply hedge accounting in
accordance with IAS 39.
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There are two categories of hedge relationships:
■ Macro Fair value hedge: to manage the fair value of interest rate risks of recognised
assets or liabilities or firm commitments.
■ Macro Cash flow hedge: to manage interest rate risks of highly probable future cash
flows attributable to a recognised asset or liability, or a forecasted transaction.
In the case of the hedge of a forecast transaction, the transaction must have a high
probability of occurring and must present an exposure to variations in cash flows that are
expected to affect reported profit or loss.
Hedges are considered to be highly effective if all the following criteria are met:
■ At inception of the hedge and throughout its life, the hedge is prospectively expected to
be highly effective in achieving offsetting changes in fair value or cash flows attributable
to the hedged risk.
■ The Group establishes the hedging ratio by matching the notional amount of the
derivatives with the principal of that portion of the portfolio being hedged and manages
this on a monthly basis by entering into interest rate swaps. This is tested using
regression analysis.
■ Prospective and retrospective effectiveness of the hedge should be within a range of
80–125%. 
■ This is tested using regression analysis where the slope of the regression line must be
between -0.80 and -1.25 and the data pairs between the hedged item and the hedging
instrument are regressed to a 95% confidence interval. The regression co-efficient (R
squared), which measures the correlation between the variables in the regression, is at
least 96%.
In the case of the hedge of a forecast transaction, the transaction must have a high
probability of occurring and must present an exposure to variations in cash flows that are
expected to affect reported profit or loss.
Macro Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value
hedging instruments are recorded in ‘Net loss on financial assets and financial liabilities
mandatorily held at fair value through profit or loss’, together with any changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk. If the hedge no
longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a
hedged item for which the effective interest method is used is amortised to the income
statement over the remaining term to maturity of the hedged item. If the hedged item is
sold or repaid, the unamortised fair value adjustment is recognised immediately in the
income statement.
Macro Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedging instruments are initially recognised in other comprehensive
income, accumulating in the cash flow hedge reserve within equity. These amounts are
subsequently recycled to the income statement in the periods when the hedged item
affects profit or loss. Both the derivative fair value movement and any recycled amount are
recorded in the ‘Cashflow hedge reserve’ line item in other comprehensive income.
The Group assesses hedge effectiveness using the hypothetical derivative method, which
creates a derivative instrument to serve as a proxy for the hedged transaction. The terms of
the hypothetical derivative match the critical terms of the hedged item and it has a fair
value of zero at inception. The hypothetical derivative and the actual derivative are
regressed to establish the statistical significance of the hedge relationship.
Any ineffective portion of the gain or loss on the hedging instrument is recognised in the
profit or loss immediately.
If a cash flow hedge is discontinued, the amount accumulated in the cash flow hedge
reserve is released to the income statement as and when the hedged item affects the
income statement.
Should the Group consider the hedged future cash flows are no longer expected to occur
due to reasons, the cumulative gain or loss will be immediately reclassified to profit or loss.
(iv) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial
statements only when there is a legally enforceable right to set off the recognised amounts
and there is an intention to settle on a net basis or to realise the asset and settle the liability
simultaneously.
(v) Equity
An equity instrument is any contract that evidences a residual interest in the assets of an
entity after deducting all of its liabilities.
Repurchase of the Company’s own equity instruments is recognised and deducted directly
from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or
cancellation of the Company’s own equity instruments.
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(vi) Financial guarantee contracts and letter of credit confirmations/bill acceptances –
provisions
Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified
payments to reimburse the holder for a loss it incurs because a specified debtor fails to
make payments when due, in accordance with the terms of a debt instrument.
Letters of credit confirmations/bill acceptances
A letter of credit confirmation/acceptance is a letter from an issuing bank guaranteeing that
a buyer’s payment to a seller will be received on time and for the correct amount. The
Group confirms/accepts the letters of credit issued by an issuing bank and charges fixed
fees which are received either in advance or at a later date.
Fees relating to financial guarantee contracts and letter of credit confirmations/bill
acceptances issued by the Group can be received upfront and these fees are amortised on
a straight-line basis to income over the year. The receivable increases over the life of the
contract as service is performed with the corresponding recognition of income in the
statement of profit or loss. All financial guarantee contracts issued by the Group are
subsequently measured at the higher of:
■ the amount of the loss allowance determined in accordance with IFRS 9; and
■ the amount initially recognised less, where appropriate, the cumulative amount of
income recognised in accordance with the Group’s revenue recognition policies.
Such amounts are presented as provisions on the statement of financial position and the
remeasurement is included within the reversal of impairment/(impairment loss) on financial
assets at amortised cost.
(vii) Impairment of financial assets
The Group recognises loss allowances for Expected Credit Loss (ECL) in accordance with
IFRS 9 on financial assets.
Equity investments are not subject to impairment, consistent with IFRS 9.
ECLs are required to be measured through a loss allowance at an amount equal to:
■ 12-month ECL (referred to as Stage 1); or
■ full lifetime ECL (referred to as Stage 2 and Stage 3).
For Stages 1 and 2, interest revenue is calculated on the gross carrying amount. Under
Stage 3, interest revenue is calculated based on the net carrying amount (gross amount
less ECL).
The amount of ECL is updated at each reporting date to reflect changes in credit risk since
initial recognition of the respective financial instrument. For these financial assets, the
Group recognises lifetime ECL when there has been a significant increase in credit risk
since initial recognition. However, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss allowance for
that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default
events over the expected life of a financial instrument. In contrast, 12-month ECL
represents the portion of lifetime ECL that is expected to result from default events on a
financial instrument that are possible within 12 months after the reporting date.
Significant increase in credit risk
The Group monitors all financial assets, financial guarantee contracts and letter of credit
confirmations/bill acceptances that are subject to the impairment requirements to assess
whether there has been a significant increase in credit risk since initial recognition. If there
has been a significant increase in credit risk the Group will measure the loss allowance
based on lifetime rather than 12-month ECL.
Definition of default
The Group considers the following as constituting an event of default for internal credit risk
management purposes as historical experience indicates that financial assets that meet
the earlier of either of the following criteria are generally not recoverable:
■ when there is a breach of financial covenants by the debtor; or
■ information developed internally or obtained from external sources indicates that the
debtor is unlikely to pay its creditors, including the Group, in full.
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Irrespective of the above analysis, the Group considers that default has occurred when a
financial asset is more than 90 days past due unless the Group has reasonable and
supportable information to demonstrate that a more lagging default criterion is more
appropriate.
Write-off policy
The Group writes off a financial asset when there is information indicating that the debtor
is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the
debtor has been placed under liquidation or has entered into bankruptcy proceedings.
Financial assets written off may still be subject to enforcement activities under the Group’s
recovery procedures, taking into account legal advice where appropriate. Any recoveries
made are recognised in profit or loss.
Measurement and recognition of ECLs
ECLs are a probability-weighted estimate of the present value of credit losses. These are
measured as the present value of the difference between the cash flows due to the Group
under the contract and the cash flows that the Group expects to receive arising from the
weighting of multiple future economic scenarios, discounted at the asset’s Effective Interest
Rate (EIR).
The measurement of expected credit losses is a function of the
■ probability of default;
■ loss given default (i.e. the magnitude of the loss if there is a default); and
■ exposure at default.
The assessment of the probability of default and loss given default is based on historical
data adjusted by forward-looking information as described in Note 33.
As for the exposure at default, for financial assets, this is represented by the assets’ gross
carrying amount at the reporting date.
For financial guarantee contracts and letter of credit confirmations/bill acceptances, the
exposure includes the amount of guaranteed debt that has been drawn down as at the
reporting date, together with any additional guaranteed amounts expected to be drawn
down by the borrower in the future by default date determined based on historical trend,
the Group’s understanding of the specific future financing needs of the debtors, and other
relevant forward-looking information.
For a financial guarantee contract and letter of credit confirmations/bill acceptances, as the
Group is required to make payments only in the event of a default by the debtor in
accordance with the terms of the instrument that is guaranteed, the expected loss
allowance is the expected payments to reimburse the holder for a credit loss that it incurs
less any amounts that the Group expects to receive from the holder, the debtor, or any
other party.
If the Group has measured the loss allowance for a financial instrument at an amount
equal to lifetime ECL in the previous reporting period but determines at the current
reporting date that the conditions for lifetime ECL are no longer met, the Group measures
the loss allowance at an amount equal to 12-month ECL at the current reporting date.
The Group measures ECL on an individual basis, or on a collective basis for portfolios of
loans that share similar economic risk characteristics. The measurement of the loss
allowance is based on the present value of the asset’s expected cash flows using the
asset’s original EIR, regardless of whether it is measured on an individual basis or a
collective basis.
Presentation of ECL
Loss allowances for ECL are presented in the statement of financial position as follows:
■ for financial assets measured at amortised cost: as a deduction from the gross carrying
amount of the assets; and
■ financial guarantee contracts: as a provision.
The Group recognises an increase or decrease in impairment in profit or loss for all financial
instruments with a corresponding adjustment to their carrying amount through a loss
allowance account. The ECL provision in relation to off balance sheet assets (i.e financial
guarantees, Working Capital commitments and letters of credit confirmations/bill
acceptances) is presented in Provisions.
p) Employee benefits
The Group provides a range of benefits to employees, including annual bonus
arrangements, paid holiday arrangements, medical insurance and defined contribution
pension plans. The Group has implemented a one-off Free Share Scheme following the
2023 listing and a Matching/Partnership Share Scheme, both schemes for all employees.
The Group also provides share incentive schemes to Executive Directors and certain other
key employees or senior management as follows:
■ Long-Term Incentive Plans (LTIP);
■ a Matching/Partnership Share Incentive Plan (all employees); and
■ a Free Shares Plan* (all employees);
*Applicable to 2024 only.
Short-term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits, are
recognised as an expense in the period in which the service is received.
Pension contributions
All pension contributions are accounted for as defined contributions and paid over on a
monthly basis. No liability for pension entitlement accrues to the Group.
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for the year ended 31 December 2025
Share-based payment arrangements
The Group provides share-based payment arrangements to certain employees (as noted
above).The awards are equity-settled arrangements and are measured at fair value of the
equity instruments at the grant date. The fair value is expensed on a straight-line basis
over the vesting period. The fair value of the employee services received in exchange for
the grant of the awards is recognised in employee benefit expenses together with a
corresponding increase in equity (retained earnings), over the period in which the service
and the performance conditions are fulfilled (the vesting period). The grant date fair value is
not adjusted for subsequent changes in the fair value of the equity instruments.
Long-term incentive plan awards are subject to performance conditions. LTIP awards
granted in 2023 and 2024 are subject to both market performance conditions (relating to
Total Shareholder Returns) and non-market performance conditions (relating to Earnings
Per Share) The 2025 LTIP awards are subject non-market performance conditions only
(relating to Earnings Per Share, Cost-Income Ratio and Adjusted EBITDA per average full-
time equivalent employee for 2025 LTIP and Adjusted Profit After Tax for 2025 LTIP
Acceleration Award).
Service conditions are not taken into account when determining the grant date and for fair
value of awards, but the likelihood of the conditions being met is assessed as part of the
Group’s best estimate of the number of equity instruments that will ultimately vest. Any
other conditions attached to an award, but without an associated service requirement, are
non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award.
Share awards vest when service conditions are met.
Where the equity-settled arrangements are modified before the vesting date, and are of
benefit to the employee, the incremental fair value is recognised over the period from the
date of modification to the date of vesting. If modified after vesting, it is recognised
immediately. Where a modification is not beneficial to the employee there is no change to
the charge for the share-based payment. Settlement and cancellations are treated as an
acceleration of vesting and the unvested amount is recognised immediately in the
statements of profit or loss and other comprehensive income.
The Group has no cash-settled arrangements.
Details regarding the determination of the fair value of equity-settled share-based
transactions are set out in Note 28.
q) Investments in subsidiaries
Investments in subsidiaries are non-monetary assets measured at cost less impairment.
r) Provisions and contingent liabilities
Provisions are recognised in respect of present obligations arising from past events where
it is probable that outflows of resources will be required to settle the obligations and they
can be reliably estimated. Provisions comprises dilapidation provision on the leased office
space.
Contingent liabilities are possible obligations whose existence depends on the outcome of
uncertain future events or those present obligations where the outflows of resources are
uncertain or cannot be measured reliably. Contingent liabilities are not recognised in the
consolidated and Company financial statements but are disclosed unless they are remote.
s) Share capital
On issue of ordinary shares, any consideration received is included in equity net of any
directly attributable transaction costs.
t) Earnings per share
i. Basic earnings per share
Basic earnings per share is calculated on the Group’s profit or loss after taxation
attributable to the owners of the parent and based on the weighted average of ordinary
shares at the end of the year.
ii. Diluted earnings per share
Diluted earnings per share is calculated on the Group’s profit or loss after taxation
attributable to owners of the parent and based on the weighted average of ordinary
shares at the end of the year and the weighted average number of ordinary shares that
would be issued on conversion of all the dilutive potential ordinary shares into ordinary
shares. Performance-based employee share options are treated as contingently issuable
shares because their issue is contingent upon satisfying specified conditions in addition to
the passage of time.
u) Dividends
Dividends are recognised in the financial statements in the period they are paid.
v) Leases (Group as lessee)
The Group assesses whether a contract is, or contains, a lease, at inception of the contract.
The Group recognises a right-of-use asset and corresponding lease liabilities with respect
to all lease arrangements in which it is the lessee, except for short-term leases (defined as
leases with a lease term of 12 months or less) and leases of low-value assets (such as
small items of fixtures and equipment and value of less than £10,000). For these leases, the
Group recognises the lease payments as an Operating Expense on a straight-line basis
over the term of the lease unless another systematic basis is more representative of the
time pattern in which economic benefits from the leased assets are consumed.
The lease liabilities are initially measured at the present value of the lease payments that
are not paid at the commencement date, discounted by using the rate implicit in the lease.
If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
Lease payments included in the measurement of the Group’s lease liabilities are fixed lease
payments less any lease incentives receivable.
The lease liabilities are presented as a separate line in the consolidated statement of
financial position.
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The lease liabilities are subsequently measured by increasing the carrying amount to reflect
interest on the lease liabilities (using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease
liabilities, lease payments made at or before the commencement day, less any lease
incentives received and any initial direct costs and estimations of any dilapidation
obligations. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of
the right-of-use asset. The depreciation starts at the commencement date of the lease. The
right-of-use assets are presented as a separate line in the consolidated statement of
financial position.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and
accounts for any identified impairment loss as described in the ‘impairment of non-financial
assets’ policy.
In line with IFRS 9, a liability is derecognised when the obligation in the contract is
extinguished or cancelled, which in the context of the lease liabilities, they are derecognised
when the Group and its subsidiaries have been legally released from the obligations by the
creditors.
The dilapidation provision is recognised in accordance with IAS 37 when a present
obligation exists due to a lease agreement requiring restoration of premises. It is initially
measured at the best estimate of the expected costs to settle the obligation, discounted to
present value if the time value of money is material. Subsequently, the provision is
reviewed at each reporting date and adjusted for changes in estimates, such as cost
revisions or discount rate changes. If initially discounted, the unwinding of the discount is
recognised as an interest expense in profit or loss.
w) Non-underlying items
The Group separately identifies results before non-underlying items. These measures are
not measures of performance under IFRS and should be considered in addition to, and not
as a substitute for, IFRS measures of financial performance and liquidity. The Group uses
its judgement to classify items as non-underlying. Income or expenses are recognised and
classified as non-underlying when the following criteria are met:
■ The item does not arise in the normal course of business; and
■ The items are material by amount or nature.
Non-underlying items include other income or expenses not considered to drive the operating
results of the Group including transaction, transformational, as well as restructuring costs. When
items meet the criteria, they are recognised and classified as non-underlying and this is applied
consistently from year to year.
x) New and revised IFRS accounting standards in issue but not yet effective
At the date of authorisation of these consolidated financial statements, the Group has not
applied the following new and revised IFRS Accounting Standards that have been issued
but are not yet effective.
Accounting standard*
Details of amendment
Amendments to the
Classification and Measurement
of Financial Instruments –
Amendments to IFRS 9
Financial Instruments and IFRS
7 Financial Instruments:
Disclosures effective 1 January
2026
The amendments provide guidance related to:
■ Financial assets with ESG-linked features; and
■ Settlement of financial liabilities by electronic
payments.
New sustainability standards
issued by the International
Sustainability Standards Board
(ISSB) effective 1 January 2026
in the UK
The ISSB issued its first two sustainability reporting
standards on 26 June 2023. This included:
■ General Requirements for Disclosure of Sustainability-
related Financial Information (IFRS S1), the core
framework for the disclosure of material information
about sustainability-related risks and opportunities
across an entity’s value chain.
■ Climate-related Disclosures (IFRS S2), the first
thematic standard issued that sets out requirements
for entities to disclose information about climate-
related risks and opportunities.
IFRS 18 Presentation and
Disclosure in Financial
Statements effective 1 January
2027
IFRS 18 affects all companies, bringing significant
changes to how companies present their income and
what information companies need to disclose, and
making certain ‘non-GAAP’ measures part of audited
financial statements for the first time. There will be three
new categories of income and expenses, two defined
income statement subtotals and one single note on
management-defined performance measures.
IFRS 19 Reduced Disclosures
for Subsidiaries
To simplify and reduce the cost of financial reporting
by subsidiaries while maintaining the usefulness of
their financial statements. This standard is not
applicable to the Group consolidated financial
statements.
            Anything not mentioned in the above table is not relevant.
The Group does not expect that the adoption of the Standards listed above will have a
material impact on the consolidated and Company Financial Statements of the Group and
the Company in future periods, with the exception of IFRS 18 where the impact has yet to
be determined.
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for the year ended 31 December 2025
2.  Critical Accounting Judgements and Key Sources of Estimation
Uncertainty
In preparing the consolidated financial statements, management has made judgements
and estimates that affect the application of accounting policies and the reported amounts.
For the year ended 31 December 2025, none of the judgements and estimates made were
assessed as critical for the purposes of annual reporting.
Financial statement preparation includes the consideration of the impact of climate change
on the consolidated financial statements. There has been no material impact identified on
the financial reporting judgement and estimates.
3.  Segment Reporting
Operating segments are determined by the Group’s internal reporting to the Chief
Operating Decision Maker (CODM). The CODM has been determined to be the Group’s
Executive Committee. The information regularly reported to the Executive Committee for
the purposes of resource allocation and the assessment of performance, is based wholly on
the overall activities of the Group. Based on the Group’s business model, the Group has
determined that it has only one reportable segment of continuing operations.
The CODM assesses the profitability of the segment based on a measure of EBITDA and
Adjusted EBITDA and is defined as follows:
■ EBITDA – Calculated as Profit before Tax and IFRS 16 lease liability interest,
depreciation and amortisation. Although it is typical to calculate EBITDA before interest,
our net interest income is generated from operational client deposits and subsequent re-
investment to generate returns for the shareholder and therefore remains included
within EBITDA.
■ Adjusted EBITDA – EBITDA before Non-underlying items (Non-underlying items were
referred to as Adjusting items in the prior year).
All revenue from external clients is generated through its operations located in the UK and
on that basis is wholly attributable to the UK and all non-current assets, other than
financial instruments and deferred tax assets, are located in the UK.
a) Income
The Group derives its income as follows:
Consolidated
2025
2024
Income by business line from continuing operations
£'000
£'000
FX ¹
48,679
38,997
Payments ¹
29,517
29,510
Banking services and other income ²
40,793
37,934
Total income – net of interest expense
118,989
106,441
Prior period reclassifications
1 At the beginning of the financial year ended 31 December 2025, the Group reassessed its
client transaction classifications within the FX and Payments segments and concluded that
certain transaction more appropriately meet the definition of Payment transactions. To
improve the clarity and comparability of the reported financial information in line with IFRS
8, income related to these clients amounting to £2.2m  has been reclassified from the FX
line to the Payments line for the 2024 comparative period.
This reclassification is presentational in nature and does not impact previously reported
profit before tax, profit for the year, earnings per share, equity, or the statement of financial
position.
2 Refer to Note 4a for details on the reclassification of interest expense on lease liabilities
disclosed within related to Banking Services and Other Income.
FX: Revenue categorised as FX is from clients with a need to exchange a bulk amount from
one currency for another without onward payment to another party. The Group’s FX
revenue is derived from profit on settlement of FX contracts, remeasurement of sterling
balances, fair value losses on derivatives and FX gain on payment transaction revenue. The
accounting policy for the Group’s Net FX gain revenue and its components is disclosed in
Note 1 (g).
Payments: The Group’s payments revenue include payments FX, same currency payments
(corresponding activity income, and account management fees), pension payments and
platform revenue. Payments FX comprises of the margin derived from bid-ask spreads on
foreign currency conversion and fees paid by clients to transfer money from or to a third
party, cross borders.
Same currency relates to payment services provided for payments transacted without an
exchange of foreign currency largely relating to major market currency clearing and
includes fees for account management activities and payments execution. Pension
payments fees relate to amounts earned on processing of pension scheme foreign currency
payments. Platform revenue relates to recurring fixed fees rather than fees earned on
transaction volumes.
Banking services and other income: The Group also generates income from trade finance
(including trade finance and letters of credit), working capital services, interest earned from
other placements with banks, interest earned from advances to non-banks outside the
Working Capital facility, interest from staff loans, and net gains from financial assets/
liabilities measured at fair value. The Group takes client funds earmarked for other needs
as client deposits and makes short-term investment in the money market to generate gain
on money market funds.
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for the year ended 31 December 2025
b) Profitability
The Group measures profitability for the reporting segment on an EBITDA and Adjusted
EBITDA basis. EBITDA is useful as a measure of comparative operating performance
between both previous periods and other companies as it removes the effect of taxation,
depreciation and amortisation as well as items relating to capital structure, while adjusted
EBITDA also removes the effect of non-underlying items.
Consolidated
Reconciliation of profit before tax from continuing operations to
EBITDA and Adjusted EBITDA
2025
2024
£'000
£'000
Profit before taxation
18,521
17,594
Adjusted for:
Interest expenses on lease liabilities (Note 19)
1,384
897
Amortisation (Note 9)
7,930
6,213
Depreciation (Note 9)¹
2,690
2,320
EBITDA
30,525
27,024
Non-underlying items
4,674
3,741
Adjusted EBITDA
35,199
30,765
1 Balance includes depreciation on property, plant and equipment, and depreciation on right of use of asset.
4.  Net Interest Income
Consolidated
2025
2024
Interest income:
£'000
£'000
Interest on cash and balances at central banks
22,039
29,894
Interest on loans and advances
15,170
12,993
Interest on letters of credit
1,525
1,347
Interest on interest rate swaps
130
–
Interest on investment in debt securities
16,625
14,428
Other interest income and similar income¹
299
194
Interest income
55,788
58,857
Interest expense:
Interest on financial liabilities at amortised cost
(29,179)
(38,232)
Interest on interest rate swaps
(444)
–
Other interest expense¹
(156)
(171)
Interest expense (Note 4a)
(29,779)
(38,403)
Total net interest income (Note 4a)
26,009
20,454
1  Other interest income and similar income and other interest expense are interest received, interest accrued, or interest paid
on the collateral balances paid to or received from our FX Swap Counterparties.
a) Other finance costs
Consolidated
2025
2024
£'000
£'000
Interest expense on lease liabilities (Note 19c)
(1,384)
(897)
Prior period reclassification
During the year, the Group revised its presentation of interest expense on lease liabilities.
This interest expense, previously included within the overall ‘Interest Expense’ line, is now
presented separately on the face of the Statement of Profit or Loss under the heading
‘Other Finance Costs’ to enhance understandability of transactions of a similar nature.
As a result, the comparative figures for the year ended 31 December 2024 have been
reclassified to conform to the current year’s presentation. The reclassification is
presentational only and has no impact on previously reported profit before tax, profit for
the year, earnings per share, equity or the condensed consolidated statement of financial
position. The impact of the reclassification on the comparative statement of profit or loss is
as follows:
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Notes to the Financial Statements continued
for the year ended 31 December 2025
As previously
reported
Adjustment
Reclassified
For the year ended 31 December 2024
£'000
£'000
£'000
Interest expense
(39,300)
897
(38,403)
Net interest income
19,557
897
20,454
Total Income, net of interest expense
104,928
897
105,825
Total income
105,544
897
106,441
Other finance costs
–
897
(897)
5.  Net Loss On Financial Instruments Mandatorily Measured At Fair Value
Through Profit Or Loss
Consolidated
2025
2024
£'000
£'000
FX derivatives
Interest expense on FX derivative contracts 1
1,576
247
Fair value hedge movements
Change in fair value of hedging instruments
337
–
Change in fair value of hedged risks attributable to hedged items
(321)
–
Cash flow hedge movements
Ineffective portion of hedge recognised immediately
24
–
Total
1,616
247
1  Hedge accounting has not been designated for the FX derivatives; therefore, interest expense is recognised separately from
interest on financial assets measured at amortised cost. Fair value adjustments on these contracts are recognised within
Net FX gains, offsetting the economically hedged foreign exchange movements.
6.  Fees and Commissions Income
Consolidated
2025
2024
£'000
£'000
Fees and commissions income:
Account management and payments
13,685
12,868
Pension payment fees
1,666
1,556
Trade finance
977
972
Electronic platform fees
–
164
FX Payment Fees
160
185
Total fees and commission income
16,488
15,745
7.  Net Foreign Exchange Gain
Consolidated
2025
2024
£'000
£'000
Wholesale FX¹
48,680
41,215
FX gain on payment transaction revenue
14,005
12,588
Total
62,685
53,803
1Wholesale FX income include movements arising from open foreign currency positions amounting to a loss of £334k in
2025 (2024: gain of £472k).
8.  Other Operating Income
Consolidated
2025
2024
£'000
£'000
Research and development expenditure refund from HMRC
59
616
Gain on sale of debt securities portfolio (Note 14)
660
–
Gain on sale of trade finance loan positions (Note 13)
16
–
Other operating income
735
616
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Notes to the Financial Statements continued
for the year ended 31 December 2025
9.  Operating Expenses
Consolidated
2025
2024
£'000
£'000
Staff costs and Directors’ emoluments
Salaries and bonuses
41,648
37,155
Share-based payments
615
996
Social security costs
5,401
4,753
Pension costs
2,683
2,701
Fees payable to the auditor
Audit
– the Company
605
711
– Group companies
1,035
731
Audit related services
236
319
Depreciation and amortisation
Amortisation of intangible assets (Note 20)
7,930
6,213
Depreciation of property, plant, and equipment (Note 18)
649
767
Depreciation of right-of-use assets (Note 19)
2,041
1,553
Other expenses
Low-value lease expenses
88
59
Clearing costs
2,640
2,441
Other bank charges
3,834
3,103
Software support/licences
8,350
7,599
Process automation costs (see Note 32 B(ii)(a))
2,484
2,115
Professional fees
2,352
2,529
Irrecoverable VAT
1,658
1,344
Legal Fees
861
891
Recruitment
820
1,455
Travel
1,571
1,127
External Information Providers
536
495
Corporate Promotional Events and Corporate Membership
947
559
Other operating expenses
5,539
5,043
Operating expenses before non-underlying items
94,523
84,659
Non-underlying items (Note 9a)
4,674
3,741
Total operating expenses after non-underlying items
99,197
88,400
a) Non-underlying items can be analysed as follows:
The Group separately identifies results before non-underlying items. These measures are
not measures of performance under IFRS and should be considered in addition to, and not
as a substitute for, IFRS measures of financial performance and liquidity. The Group uses
its judgement to classify items as non-underlying. Income or expenses are recognised and
classified as non-underlying when the following criteria are met:
■ The item does not arise in the normal course of business; and
■ The items are material by amount or nature.
Non-underlying items include other income or expenses not considered to drive the operating
results of the Group including transaction, transformational, as well as restructuring costs. When
items meet the criteria, they are recognised and classified as non-underlying and this is applied
consistently from year to year. The balance is broken down as follows:
Consolidated
2025
2024
£'000
£'000
Transformational costs1
529
1,687
Transition costs ²
1,492
1,852
Redundancy costs
2,653
202
Total non-underlying items
4,674
3,741
1Transformational costs comprise payments to consultants involved in strategic initiatives and strategic restructuring costs
(2025: £343k and 2024: £1,687k) and business setup costs (2025: £186k and 2024: £nil);
2Transition costs relate to dual running, recruitment and settlement agreements.
b) Number of employees
The monthly average number of full-time equivalent staff employed within the Group,
including Executive Directors, was 362 (2024: 378) and the number of employees at year
end was 366 (2024: 421).
Average number of persons employed during the year by legal
entity
2025
2024
Crown Agents Bank Limited
347
364
CAB US Inc (formerly Segovia Technology Company)
3
6
CAB Europe BV
10
8
Crown Agents Global Markets
2
–
Total
362
378
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Notes to the Financial Statements continued
for the year ended 31 December 2025
10.  Tax Expense
a) Analysis of tax expense for the year
i. Tax expense
Consolidated
2025
2024
£'000
£'000
Continuing operations
Current tax
Corporation tax based on the taxable profit for the year
4,859
3,726
Adjustment in respect of prior years
463
(861)
5,322
2,865
Deferred tax
Origination and reversal of temporary differences
(357)
517
(357)
517
Total tax expense for the year
4,965
3,382
Effective tax rate
27%
19%
ii. Amounts recognised directly in other comprehensive income
Consolidated
2025
2024
£'000
£'000
Aggregate deferred tax arising in the year and not recognised in
net profit or loss and recognised in other comprehensive income:
Deferred tax charge (Note 22)
24
5
b) Factors affecting tax expense for the year
The tax assessed for the year is higher (2024: lower) than the standard rate of Corporation
Tax in the UK.
Consolidated
2025
2024
£'000
£'000
Profit before taxation
18,521
17,594
Standard rate corporation tax of 25% on profit before taxation
4,630
4,399
Effect of:
Expenses not deductible for tax
25
124
Fixed asset differences
(212)
(342)
Impact of overseas tax rates
59
62
Prior year adjustments
463
(861)
Total tax expense for continuing operations for the year
4,965
3,382
The Company’s tax loss of £492k (2024: £1,071k) was surrendered to other Group
companies (corporation tax group relief) as permitted by HMRC. No tax has been paid by
the Company in the current year (2024: £nil).
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Notes to the Financial Statements continued
for the year ended 31 December 2025
11.  Cash and Balances at Central Banks
Consolidated
2025
2024
£'000
£'000
Cash and balances at central banks¹
257,867
584,679
¹ All cash and balances at central banks are allocated as such on the Consolidated Statement of Cash Flows and the ECL
balance is nil (2024: nil). Cash and balances at central banks include no encumbered assets (2024: £nil).
Cash and balances at central banks includes accrued interest of £522k (2024: £1,060k)
There are no restricted amounts within cash and balances at central banks. The cash and
bank balances at central banks are measured at amortised cost as they meet the Solely
Payment of Principal and Interest (SPPI) criteria and are held to collect contractual cash flows.
The carrying amount of these assets is equal to their fair value.
Refer to Note 33 on Credit risk for further details on impairment loss allowance.
The Company had no cash and balances at central banks (2024: nil).
12.  Money Market Funds
Consolidated
2025
2024
£'000
£'000
Open Ended Investment Companies
Morgan Stanley Euro Liquidity Fund
–
25,748
Goldman Sachs USD Treasury Liquid Reserves Fund
177,635
402,594
Black Rock ICS USD Liquidity Fund
–
11,971
JP Morgan USD Liquidity LVNAV Fund
18,647
7,981
BlackRock ICS US Treasury Fund Class Premier Distributing USD
–
39,903
JP Morgan - EUR Liquidity LVNAV Capital Dist
21,875
–
218,157
488,197
Component of Money Market Funds included in consolidated
statement of cash flows under:
Cash and cash equivalent balances
218,157
488,197
Money Market Funds are mandatorily held at fair value through profit or loss as they do not
satisfy the SPPI criteria set out in IFRS 9. The funds are all rated AAA (in 2025 and 2024)
based on a basket of credit ratings agencies, all approved by the Financial Conduct Authority.
Refer to Note 39 on fair value measurements for further details.
The Company had no Money Market Funds throughout 2025 ( 2024: £nil).
13.  Loans and Advances
Loans and advances are measured at amortised cost as they meet the SPPI criteria and
are held to collect (‘‘HTC’’) contractual cash flows.
Consolidated
2025
2024
£'000
£'000
Loans and advances (gross)
Loans and advances on demand to banks
129,966
185,563
Other loans and advances to banks
274,994
180,148
Other loans and advances to non-banks
21,704
32,835
Total
426,664
398,546
Less: Impairment loss allowance
Loans and advances on demand to banks
(20)
(4)
Other loans and advances to banks
(38)
(64)
Other loans and advances to non-banks
(183)
(239)
Total
(241)
(307)
Net Loans and advances on demand to banks
129,946
185,559
Net Other loans and advances to banks
274,956
180,084
Net Other loans and advances to non-banks
21,521
32,596
Net loans and advances
426,423
398,239
Component of loans and advances on demand to banks included in
the consolidated statement of cash flows under:
Cash and cash equivalents
129,946
185,559
Total
129,946
185,559
a) Collateral management
The Group’s other loans and advances to banks include £5,201k of encumbered assets
(2024: £411k) in relation to derivative contracts with other financial institutions and other
balances which are all not overdue. These are not restricted and are available for use by
the counterparty.
b) Sale of trade finance loans within Other loans and advances to banks
During the year, the Group disposed of nine trade finance loan positions within its Other
loans and advances to banks (HTC) portfolio. Management assessed the impact of the sale
on the HTC model and have concluded that they remain as HTC as sales are infrequent
and insignificant and the business model/strategy remains to be HTC.
The gain from sale amounting to £16k (2024: £nil)  was recognised in the statement of
profit or loss under Other operating income. The amount is immaterial and has therefore
not been presented separately on the face of the statement of profit or loss.
Refer to Note 33 on Credit risk for further details on impairment loss allowance.
The Company’s loans and advances with subsidiary undertaking is receivable from CAB
and amounts to £249k (2024: £108k).
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Notes to the Financial Statements continued
for the year ended 31 December 2025
14.  Derivative Financial Instruments
The tables below analyse the notional principal amounts and the positive and negative fair values of derivative financial instruments at 31 December for the Group. The Company does not
have derivatives (2024:nil). Notional principal amounts are the amounts of principal underlying the contract at the reporting date.
2025
2024
Consolidated
Notional
principal
Assets
(Carrying
amounts)
Liabilities
(Carrying
amounts)
Notional
principal
Assets
(Carrying
amounts)
Liabilities
(Carrying
amounts
Foreign exchange derivatives:
£'000
£'000
£'000
£'000
£'000
£'000
Total derivative assets/(liabilities) held for risk management
261,201
355
(618)
652,297
4,877
(539)
Total derivative assets/(liabilities) held for trading
–
–
–
733
7
—
Interest rate derivative contracts:
Total derivative assets/(liabilities)
387,444
134
(766)
–
–
–
Total derivative assets/(liabilities)
648,645
489
(1,384)
653,030
4,884
(539)
Offsetting derivative assets and derivative liabilities
Consolidated
2025
Gross amounts
Net amounts
presented in the
balance sheet
Amounts
subjected on
master netting
arrangements¹
Cash Collateral
Net amount
£'000
£'000
£'000
£'000
£'000
Financial assets
Derivative assets
489
489
(12)
–
477
Financial liabilities
Derivative liabilities
(1,384)
(1,384)
386
4,830
3,832
Consolidated
2024
Gross amounts
Net amounts
presented in the
balance sheet
Amounts
subjected on
master netting
arrangements¹
Cash Collateral
Net amount
£'000
£'000
£'000
£'000
£'000
Financial assets
Derivative assets
4,884
4,884
(4,690)
–
194
Financial liabilities
–
Derivative liabilities
(539)
(539)
408
410
279
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Notes to the Financial Statements continued
for the year ended 31 December 2025
¹ Collateral management
The Group limits exposure to credit losses in the event of default by entering into master netting agreements with certain market counterparties. Collateral is exchanged under standard credit
support annexes and is repayable on termination of the related derivative positions. As required by IAS 32, exposures are only presented net in these accounts where they are subject to legal
right of offset and intended to be settled net in the ordinary course of business. As the Group does not presently have a legally enforceable right of set-off, these amounts have not been offset
in the balance sheet, but have been presented separately in the table above. All derivative positions are fully collateralised in cash, therefore the carrying amount approximates fair value. 
As at year-end, the Group had posted cash collateral of £4,830k (included in Other Loans and Advances to banks) and held cash collateral of £nil  (included in Customer Deposits).
Foreign exchange derivatives held for economic hedging
The Group may enter into economic hedges that do not qualify for IAS 39 hedge accounting treatment, including derivatives such as forward foreign exchange contracts to manage currency
risks of the Group as those noted in the table above. The forward FX contracts have been transacted to economically hedge assets and liabilities in foreign currencies and trading on behalf of
clients. The unrealised fair value movement at the statement of financial position date is £1,873k (2024: fair value movement £5,423k). These derivative financial instruments and the
underlying transactions will mature during 2026 (2024: mature during 2025). These derivatives are measured at fair value, with fair value movements recognised within ‘Net FX gain’,
consistent with the presentation of the related foreign exchange impacts.
Interest rate derivatives held for hedging
The Group enters into derivative contracts for the purpose of hedging interest rates. The table below summarises the notional principal amounts and carrying values of derivatives designated
in hedge accounting relationships at the reporting date.  Included in the table above are derivatives held for hedging purposes as follows:
2025
2024
Consolidated
Notional
principal
Assets
Liabilities
Notional
principal
Assets
Liabilities
£'000
£'000
£'000
£'000
£'000
£'000
Derivatives designated as fair value hedges:
Interest rate swaps
259,644
92
(480)
–
–
–
Derivatives designated as cash flow hedges:
Interest rate swaps
127,800
42
(286)
–
–
–
Total derivative held for hedging
387,444
134
(766)
–
–
–
Fair value hedges
The Group accepts customer accounts that are measured at amortised cost, including some denominated in foreign currency. These customer accounts held are exposed to changes in fair
value due to movements in market interest rates. To manage the interest rate risk associated with these customer accounts, the entity enters into interest rate swaps since October 2025. The
objective is to hedge the interest rate sensitivity of these customer accounts to changes in interest rates. In this swap, the Group would typically:
■ Receive a fixed interest rate from the swap counterparty.
■ Pay a floating interest rate 
Possible sources of ineffectiveness include differences in the benchmark rates of interest used to value the hedged item and the hedging instrument, such as when cash collateralised interest
rate swaps are discounted using SONIA and SOFR but this is not the benchmark rate of interest for the hedged item.
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for the year ended 31 December 2025
At 31 December 2025 the Group held the following interest rate swaps as hedging instruments in fair value hedges of interest rate risk.
Hedging instruments and ineffectiveness
2025
Changes in fair
value use to
calculate hedge
ineffectiveness²
Ineffectiveness
portion
recognised in
profit or loss
2024
Changes in fair
value use to
calculate hedge
ineffectiveness²
Ineffectiveness
recognised in profit
or loss
Consolidated
Notional
principal
Assets
Liabilities
Notional
principal
Assets
Liabilities
2025
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Interest rate hedging¹
Interest rate swaps – customer accounts
259,644
92
(480)
(16)
(16)
–
–
–
–
–
Total at year end
259,644
92
(480)
(16)
(16)
–
–
–
–
–
1 Interest rate swaps are designated in hedges of the fair value of interest rate risk attributable to the hedged item.
2 This represents a (loss)/gains change in fair value used for calculating hedge ineffectiveness.
Hedged items in fair value hedges
Consolidated
Carrying Amount
Accumulated amount of fair value hedge
adjustments included in carrying amount
Changes in the
value used for the
calculating hedge
ineffectiveness¹
Cumulative balance
of fair value
adjustments from
de-designated
hedge
relationships²
Assets
Liabilities
Assets
Liabilities
£'000
£'000
£'000
£'000
£'000
£'000
2025
Customer Accounts
Total as at 31 December 2025
–
259,644
92
(480)
(16)
–
2024
Customer Accounts
Total as at 31 December 2024
–
–
–
–
–
–
1This represents a gain/(loss) change in fair value used for calculating hedge ineffectiveness.
2This represents a credit/(debit) to the balance sheet value.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
Income statement impact of fair value hedges
Consolidated
2025
2024
Net Interest income (Note 4)
£'000
£'000
Interest income from the interest rate swaps
77
–
Interest expense from interest rate swaps
(340)
–
Ineffective portion loss
(16)
–
Net loss on financial assets and financial liabilities mandatorily held at fair value through profit or loss
Change in fair value of hedging instruments
337
–
Change in fair value of hedged risks attributable to hedged items
(321)
–
Macro Cash flow hedges
The Group has exposure to market movements in future interest cash flows on Cash and balances at central banks. The amounts and timing of future cash flows, representing both principal
and interest flows, are projected on the basis of contractual terms.
The hedging strategy of the Group involves using interest rate swaps to manage the variability in future cash flows by receiving a fixed GBP interest rate from the swap counterparty and
paying a floating GBP interest rate. This is done on a portfolio/macro basis whereby each hedging instrument is designated against a group of hedged items.
Possible sources of ineffectiveness are as follows:
■ Differences in the benchmark rates of interest used to value the hedged item and the hedging instrument, such as when cash collateralised interest rate swaps are discounted using
SONIA but this is not the benchmark rate of interest for the hedged item.
■ Differences in timing of cash flows between the derivative and the hedged item.
The hedged risk is determined as the variability of future cash flows arising from changes in the designated benchmark interest rates.
Hedging instruments and ineffectiveness
Notional
principal
Assets
Liabilities
Changes in fair
value use to
calculate hedge
ineffectiveness¹
Loss recognised
in OCI
Ineffectiveness
recognised in
profit or loss
Amount
reclassified from
reserves to
income
£'000
£'000
£'000
£'000
£'000
£'000
£'000
2025
Interest rate hedging
Interest rate swaps
127,800
42
(286)
–
(244)
(24)
(24)
2024
Interest rate hedging
Interest rate swaps
–
–
–
–
–
–
–
1 This represents a gain/(loss) change in fair value used for calculating hedge ineffectiveness.
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for the year ended 31 December 2025
Hedged items in cash flow hedges
2025
2024
Consolidated
Change in fair value
used for calculating
hedge
ineffectiveness¹
Cash flow hedge
reserve
Cumulative balance
in the cash flow
hedge reserve from
de-designated
hedge relationships
Change in fair value
used for calculating
hedge
ineffectiveness¹
Cash flow hedge
reserve
Cumulative balance
in the cash flow
hedge reserve from
de-designated
hedge relationships
£'000
£'000
£'000
£'000
£'000
£'000
Cash and balances at central banks
(24)
(244)
–
–
–
–
Total at 31 December
(24)
(244)
–
–
–
–
1This represents a gain/(loss) change in fair value used for calculating hedge ineffectiveness
Impact of cash flow hedges on profit and loss
Consolidated
2025
2024
£'000
£'000
Net loss on financial assets and financial liabilities mandatorily held at fair value through profit or loss
Ineffective portion loss
(24)
–
Net Interest Income
Interest income from interest rate swaps
53
–
Interest expense from interest rate swaps
(104)
–
Impact of cash flow hedges on profit and loss and other comprehensive income
Consolidated
2025
2024
£'000
£'000
Cash flow hedge reserve balance as at 1 January
Loss recognised in other comprehensive income on effective portion of changes in fair value of hedging instruments
(244)
–
Cash flow hedge reserve balance as at 31 December
(244)
–
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Notes to the Financial Statements continued
for the year ended 31 December 2025
Maturity of hedging instruments
2025
2024
Consolidated
Less than one
month
More than one
month and
less than one
year
One to five
years
More than five
years
Less than one
month
More than one
month and
less than one
year
One to five
years
More than five
years
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Fair value hedges
Interest rate swap
Notional (£)
5,409
59,502
194,733
Average fixed interest rate (%)
3.88%
3.65%
3.38%
Weighted average maturity days
31 days
212 days
928 days
Hedge effectiveness ratio
97.38%
Cash flow hedges
Interest rate swap
Notional
2,663
29,287
95,850
Average fixed interest rate (%)
3.91%
3.75%
3.57%
Weighted average maturity days
31 days
212 days
928 days
Hedge effectiveness ratio
99.87%
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Notes to the Financial Statements continued
for the year ended 31 December 2025
15.  Investment in Debt Securities at Amortised Cost
The Group’s investment in debt securities at amortised cost consist of fixed rate bonds
issued (or guaranteed) by central and private banks and floating rate notes. These are
measured at amortised cost as they meet the SPPI criterion and are held to collect the
contractual cash flows.
Consolidated
2025
2024
£'000
£'000
Investment in debt securities at amortised cost
Balance at the beginning of the year
246,021
353,028
Purchases
708,220
211,209
Disposals
–
–
Redemptions
(716,962)
(321,926)
Exchange losses
(4,571)
(314)
Movement in premium/(discount) and accrued interest receivable
2,084
4,031
234,792
246,028
Less: Impairment loss allowance
(2)
(7)
Balance at the end of the year
234,790
246,021
The amortised cost carrying amount approximates its fair value based on market prices.
Refer to Note 39 for fair value measurements.
a) Sale of GBP Capital sub-portfolio
The Group changed its interest rate risk management strategy to manage interest rate risk
using interest rate swaps instead of a natural hedge of the debt securities. As a result, the
Group sold debt securities from one distinct portfolio which was previously used to hedge
against interest rate risk on GBP reserves. The sale, did not impact the strategy/business
model of the remaining sub-portfolios which remain hold to collect. 
The gain or loss from sale amounting to £660k (2024: £nil) was recognised in the
statement of profit or loss under Other operating income. The amount is immaterial and
has therefore not been presented separately on the face of the statement of profit or loss.
The Company had no investment in debt securities at amortised cost in 2025 (2024: nil).
Refer to Note 33 on Credit risk for further details on impairment loss allowance.
16.  Investment in Debt Securities at Fair Value Through Other
Comprehensive Income
The Group holds a portfolio of floating-rate notes and fixed rate bonds issued by
investment-grade financial institutions. These instruments are managed under a business
model whose objective is both to collect contractual cash flows and to sell financial assets
to manage liquidity needs and optimise returns. The contractual terms of the notes give rise
on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Accordingly, the floating-rate notes are classified as debt instruments initially and
subsequently measured at fair value through other comprehensive income (FVTOCI) in
accordance with IFRS 9.
Consolidated
2025
2024
£'000
£'000
Investment in debt securities at FVTOCI
Balance at the beginning of the year
–
–
Purchases
447,294
–
Exchange losses
(3,877)
–
Movement in premium/(discount) and accrued interest receivable
(739)
–
Fair value adjustments
73
–
Less: Impairment loss allowance
–
–
Balance at the end of the year
442,751
–
Refer to Note 39 on fair value measurements for further details.
The Company had no investment in debt securities in 2025 (2024: nil).
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Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
17.  Other Assets and Unsettled Transactions
A. Other assets
Consolidated
2025
2024
£'000
£'000
Financial assets:
Balances with mobile network operators¹
823
1,468
Other loans
378
349
Funds paid in advance
1,819
706
Other assets
474
885
Less: impairment loss
(5)
(18)
Total
3,489
3,390
Non-financial assets:
VAT refund
1,532
2,592
Prepayments
4,082
3,741
Deferred tax
511
221
Total
6,125
6,554
Total other assets*
9,614
9,944
1  Balances with mobile network operators (MNOs) are due to the Group in respect of mobile money transfers. The Group
charges fees for services it provides to aid transfer of funds by its clients to beneficiaries via mobile money using MNOs.
These balances are funds with the MNO which have yet to be transferred to beneficiaries.
2  These balances represent amounts that are debited in advance by the third party nostro providers at year-end and funds
paid by the Group twice in error.
Financial assets are measured at amortised cost as they meet the SPPI criteria and are held to
collect the contractual cash flows.
The Company’s other assets in 2025 totalled £424k (2024: £500k).
B. Unsettled transactions
Consolidated
2025
2024
£'000
£'000
Unsettled transactions
8,902
10,870
Less: impairment loss
(2)
(4)
Unsettled transactions³
8,900
10,866
3  Unsettled foreign currency transactions that are delayed due to time differences, public holidays in other countries (where
the counterparties are located) or similar operational reasons. The arising balances are short-term in nature (typically less
than four days) and were settled early in the following period.
The Company does not have unsettled transactions at year-end (2024: nil).
*Prior period reclassification in other assets
During the year, the Group revised the presentation of Corporate tax receivable which was
previously included within Other Assets is now presented separately on the face of the
Consolidated Statement of Financial Position under the heading ‘Current tax asset’. This
change was made to enhance the clarity and understandability of the consolidated
financial statements.
Accordingly, the comparative figures for the year ended 31 December 2024 have been
reclassified to conform with the current year’s presentation. The reclassification is
presentational only and has no impact on previously reported profit before tax, profit for
the year, earnings per share, equity, or the Consolidated Statement of Financial Position.
The impact of the reclassification on the comparative Consolidated Statement of Financial
Position is as follows:
As previously
reported
Adjustment
Reclassified
For the year ended 31 December 2024
£'000
£'000
£'000
Total non-financial assets:
15,951
(9,397)
6,554
Total other assets
19,341
(9,397)
9,944
Other assets
19,341
(9,397)
9,944
Current tax asset
–
9,397
9,397
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Financial
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Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
18.  Property, Plant and Equipment
Consolidated
Leasehold
improvements¹
Computer
equipment
Fixtures &
fittings²
Total
2025
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
2,717
4,067
540
7,324
Additions
21
135
11
167
Fully depreciated asset write off
(1,506)
(1,322)
(411)
(3,239)
At 31 December 2025
1,232
2,880
140
4,252
Accumulated depreciation and
impairment
At 1 January 2025
1,778
2,317
448
4,543
Charge to profit or loss
107
523
19
649
Fully depreciated asset write off
(1,506)
(1,322)
(411)
(3,239)
At 31 December 2025
379
1,518
56
1,953
Net book value
At 1 January 2025
939
1,750
92
2,781
At 31 December 2025
853
1,362
84
2,299
1Includes Office fit out costs reclassified from Fixtures and fittings.
2Includes artwork.
Consolidated
Leasehold
improvements¹
Computer
equipment
Fixtures &
fittings²
Total
2024
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
122
2,789
2,275
5,186
Additions
970
1,424
34
2,428
Disposals
(131)
(146)
(13)
(290)
Reclassification¹
1,756
–
(1,756)
–
At 31 December 2024
2,717
4,067
540
7,324
Accumulated depreciation
At 1 January 2024
111
1,907
1,977
3,995
Charge to profit or loss
248
499
20
767
Disposals
(125)
(89)
(5)
(219)
Reclassification¹
1,544
–
(1,544)
–
At 31 December 2024
1,778
2,317
448
4,543
Net book value
At 1 January 2024
11
882
298
1,191
At 31 December 2024
939
1,750
92
2,781
1  Reclassification of leasehold improvements (office fit out costs) incorrectly classified as fixtures and fittings in FY24 by the
same amount. There is no impact to consolidated statement of profit or loss, consolidated statement of financial position
and equity.
2  Includes artwork.
No impairment charge was taken in the period (2024: £nil).
The Company had no property, plant and equipment (2024: £ nil).
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Notes to the Financial Statements continued
for the year ended 31 December 2025
19.  Leases (Group as a Lessee)
The Group has recognised right-of-use (ROU) assets and lease liabilities for its property
leases which have been accounted for as individual assets and liabilities. The discount
rates used are the incremental borrowing rates in the range of 5.33% –7.06% (2024: 5.33%
–7.06%).
The Group makes monthly/quarterly fixed payments in advance, to the lessors for the use
of the properties, and there are no variable payments. The property leases have lease
incentives, with the lease incentive receivable being deducted from the future lease
payments.
The services provided by the lessors, such as cleaning, security, maintenance, and utilities,
as part of the contract, are components which are not included in the ROU calculation and
have been expensed in the ‘Other operating expenses’ line item in Note 9. These expenses
amount to £929k (2024: £861k).
Dilapidation provision as at 31 December 2025 amounted to £2,017k (2024: £1,884k) with
£133k interest recognised in the statement of profit or loss and other comprehensive
income. The expected outflow of economic benefits will be in 2034 at the end of the
London Bridge lease term.
The Group’s leases of low-value fixtures and equipment are expensed in the ‘Other
operating expenses’ line item in Note 9 on a straight-line basis (see accounting policy in
Note 1 for leases). These amounted to £88k (2024: £59k).
There were no short-term leases during the year (2024: none).
The lease terms covers only the non-cancellable lease term. There are no purchase,
extension, or termination options and residual guarantees in the leases.
There are also no restrictions or covenants imposed by the leases.
The lease interest charged as an expense for the year totalled £1,384k (2024: £897k).
The Company does not have any leases and had no lease payments under non-cancellable
operating leases during 2025 (2024: none).
a) Right-of-use assets
All the Group’s right-of-use assets are non-current assets. A reconciliation of the Group’s
right-of-use assets as at 31 December 2025 and 31 December 2024 are shown below:
Consolidated
Leasehold
property¹
£'000
Cost
At 1 January 2025
19,061
Additions
–
At 31 December 2025
19,061
Accumulated depreciation
At 1 January 2025
1,307
Charge to profit or loss¹
2,041
At 31 December 2025
3,348
Net book value
At 31 December 2025
15,713
Cost
At 1 January 2024
1,760
Additions
19,061
Lease assignment
(695)
At 31 December 2024
20,126
Accumulated depreciation
At 1 January 2024
1,071
Charge to profit or loss¹
1,553
Lease assignment
(252)
At 31 December 2024
2,372
Net book value
At 31 December 2024
17,754
1There is only one class of right-of-use assets which are the property leases.
The Directors consider ROU assets for indicators of impairment at least annually, or when
there is an indicator of impairment. There are no physically visible impairment indicators on
the leased properties at year-end.
Refer to Note 20 for further details on impairment.
No impairment charge was taken during the year (2024: nil).
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for the year ended 31 December 2025
b) Lease liabilities
A reconciliation of the Group’s remaining operating lease payments as at 31 December
2025 and 31 December 2024 are shown below:
Consolidated
Leasehold
property
£'000
Lease liabilities as at 1 January 2025
18,069
Payments during the year¹
(238)
Foreign exchange revaluation
(45)
Add: interest on lease liabilities
1,251
At 31 December 2025
19,037
Lease liabilities as at 1 January 2024
884
Additions during the year
17,264
Payments during the year¹
(328)
Lease assignment
(628)
Foreign exchange revaluation
63
Add: interest on lease liabilities
814
At 31 December 2024
18,069
1  Payments during the year include payments for interest on lease liabilities and the repayment of the principal portion of the
lease liability.
There were no variable lease payments expenses in the reporting period (2024: £nil).
The Group’s lease liabilities as at 31 December 2025 and 31 December 2024 are split into
current and non-current portions as follows:
Consolidated
2025
2024
£'000
£'000
Non-current
17,035
16,681
Current
2,002
1,388
Lease liabilities
19,037
18,069
The maturity analysis of lease liabilities is disclosed in Note 33.
c) Impact on the profit and loss
The following are the amounts recognised in profit or loss:
Consolidated
2025
2024
£'000
£'000
Depreciation expense of right-of-use assets (Note 9)
2,041
1,553
Interest expense on lease liabilities (Note 4)
1,384
897
- Interest expense on leases liabilities
1,251
813
- Interest expense on dilapidation provision
133
84
Impact of lease assignment
–
(21)
Expense relating to leases of low-value assets (Note 9)
88
59
Total amount recognised in profit or loss
3,513
2,488
The Group had total cash outflows for all leases of £266k (2024: £328k).
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for the year ended 31 December 2025
20.  Intangible Assets
Consolidated
Goodwill
Core
accounting
software
Other
software
Brand/name
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
5,919
5,922
44,150
1,483
57,474
Additions
–
198
8,318
55
8,571
Impairments
–
(76)
–
–
(76)
Fully amortised asset
write off
–
–
(1,964)
–
(1,964)
At 31 December 2025
5,919
6,044
50,504
1,538
64,005
Accumulated
amortisation and
impairment
At 1 January 2025
–
4,557
22,093
219
26,869
Charged for the year
–
696
7,183
51
7,930
Fully Amortised Asset
Write Off
–
–
(1,964)
–
(1,964)
At 31 December 2025
–
5,253
27,312
270
32,835
Net book value
At 1 January 2025
5,919
1,365
22,057
1,264
30,605
At 31 December 2025
5,919
791
23,192
1,268
31,170
Consolidated
Goodwill
Core
accounting
software
Other
software
Brand/name
Total
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January 2024
5,919
5,872
31,653
1,483
44,927
Additions
–
855
11,669
–
12,524
Reclassification of
software from core to
non-core
–
(805)
805
–
–
Exchange rate loss
–
–
23
–
23
At 31 December 2024
5,919
5,922
44,150
1,483
57,474
Accumulated
amortisation
At 1 January 2024
–
4,428
16,038
167
20,633
Charged for the year
–
437
5,724
52
6,213
Reclassification of
software from core to
non-core
–
(308)
308
–
–
Exchange rate loss
–
–
23
–
23
At 31 December 2024
–
4,557
22,093
219
26,869
Net book value
At 1 January 2024
5,919
1,444
15,615
1,316
24,294
At 31 December 2024
5,919
1,365
22,057
1,264
30,605
Software that does not result in an intangible asset (right to receive access to the supplier’s
application software in the future is a service contract) of the Group are expensed.
Software expensed in the period amounts to £5,139k (2024: £3,790k).
Internally generated assets include payment-related software that is created and utilised
in the Group’s operation.
Internally generated intangible assets are disclosed within Other software and amounts to
£15,666k (2024: £10,508k).
There are no other individual purchased intangible assets that are considered material to
each class of intangible assets (2024: none).
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Notes to the Financial Statements continued
for the year ended 31 December 2025
Individually material intangible assets internally generated:
2025
2024
Carrying
amount
Remaining
Carrying
amount
Remaining
£'000
Useful life
£'000
Useful life
FX derivatives platform
3,120
48 months
2,361
60 months
New Transaction Monitoring System
1,595
41 months
1,688
53 months
All intangible assets (except Goodwill) have finite lives – see Note 1 for accounting policies
on the amortisation method and useful lives.
Other software held by the Group includes software relating to the payments, process/
platform, compliance, and banking.
The Company had intangible assets amounting to £37k in 2025 (2024: £120k).
Goodwill
The goodwill relates to the acquisitions:
■ by the Company, on 31 March 2016, of the entire share capital of both CAB, a regulated
bank;
■ by the Group, on 1 July 2019, of the entire share capital of CAB US Inc, a US- based
fintech company; and
■ CGU: goodwill relating to the acquisitions of both CAB and CAB US Inc. is allocated to
CAB being the Group’s only cash-generating unit. The carrying amount of goodwill has
been allocated to the one operating segment for all periods. The CGUs are determined
at Company level because specific revenue streams can not be attributed to individual
assets.
The goodwill is tested for impairment at the CGU level. Impairment reviews were
performed on the carrying values of all goodwill and intangible assets as follows:
■ Goodwill and other intangible assets: reviewed against a value in use calculation of
CAB, the cash-generating unit.
The Group tests goodwill and intangible assets annually for impairment, or more frequently
if there are indications that the assets might be impaired. The decrease in the market
capitalisation below the net asset value of the Company as at 31 December 2025 was
identified as a potential impairment indicator and as required by IAS 36, an impairment
assessment was performed.
The value in use that has been used for the impairment assessment of Goodwill and
Intangible Assets also applies to PPE (Note 18), ROU Assets (Note 19), and the parent’s
Investments in Subsidiary Undertakings (Note 21).
Value in use
The recoverable amounts of the cash-generating units are based on value in use
calculations which use cash flow projections based on financial budgets approved by
the Board of Directors covering a three-year period ending 31 December 2028, with the
terminal growth rate applied from the start of 2028.
i. Discount rate
The Group uses a post-tax discount rate based on the WACC on 10.5% (2024: 9%) in line
with requirements of IAS 36.
ii. Cash flows
The future cash flows of the CGUs are the cash flows projected for a three-year period for
which detailed forecasts are available and utilise assumptions regarding the long-term
pattern of sustainable cash flows thereafter. Forecasts are compared with actual
performance and verifiable economic data, but they reflect management’s view of future
business prospects at the time of the assessment.
iii. Terminal growth rate
The terminal growth rate remains unchanged at 2% being an industry realistic benchmark
based on the UK long-term inflation rate target..
iv. Sensitivity analysis of key assumptions in calculating value in use
The Group has conducted an analysis of the sensitivity of the impairment test to changes in
the key assumptions (i.e cash flows, growth rate and the discount rate) used to determine
the recoverable amount for the CGU to which goodwill and intangible assets, PPE, ROU
and investment in subsidiaries are allocated. The Group believes that any reasonably
possible change in the key assumptions on which the recoverable amount of the CGU is
based would not cause the aggregate carrying amount of the assets to exceed the
aggregate recoverable amount of the related CGUs.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
21.  Investments in Subsidiary Undertakings
Investments in subsidiary undertakings were as follows:
Company
2025
2024
Reconciliation
£'000
£'000
At 1 January
164,341
164,380
Addition of Crown Agents Bank Limited (''CAB'') and CAB US Inc.
62,775
–
Liquidation of CTH
(164,341)
–
Stamp duty refund
–
(39)
At 31 December
62,775
164,341
Company
2025
2024
£'000
£'000
Analysed as:
Crown Agents Bank Limited
61,758
–
CAB US Inc
1,017
–
CAB Tech Holdco Limited (CTH)
–
164,341
62,775
164,341
During the year, the Company liquidated its wholly-owned direct subsidiary, CTH, which
previously directly held the Company’s investment in Crown Agents Bank Limited and CAB
US Inc. Following the liquidation of CTH on 20 September and distribution of its assets and
liabilities, the Company now directly owns 100% of CAB and CAB US Inc. The net asset
values and value in use of these subsidiaries are significantly higher than the carrying
amount of the investments and there were no impairment indicators noted, therefore, no
impairment has been charged.
The CTH liquidation formed part of an internal reorganisation and did not change the
Company’s effective ownership interest. The transaction has been treated as a
reorganisation under common control and, in accordance with IFRS 10.B97–B99, has been
accounted for using existing carrying amounts. No gain or loss was recognised in profit or
loss as required by IFRS 10.B98, because control of the underlying subsidiaries was
retained by the Company.
Following the transfer of CAB and CAB US Inc assets to the Company, the remaining
balance of investment in CTH was written off in profit or loss and the related merger relief
reserve balance was transferred to retained earnings on liquidation.
There was no impact on the consolidated financial statements, and comparative figures
have not been restated.
For further details on subsidiaries refer to Note 29.
Refer to Note 27 for information on dividend payments.
22.  Deferred Tax
a) Deferred tax liability
The deferred tax liability recognised in the consolidated financial statements is as follows:
Consolidated
Property, plant
and equipment
Investment in
equity
Intangible
assets
Total
Deferred tax liability 2025
£'000
£'000
£'000
£'000
At 1 January 2025
118
41
1,058
1,217
(Credit) to profit and loss 2025
(202)
–
(111)
(313)
Charge to other comprehensive
income 2025
–
24
–
24
At 31 December 2025
(84)
65
947
928
Deferred tax liability 2024
At 1 January 2024
115
36
544
695
Charge/(Credit) to profit and loss 2024
3
–
514
517
Charge to other comprehensive
income 2024
–
5
–
5
At 31 December 2024
118
41
1,058
1,217
The deferred tax liability can be further analysed as follows:
Consolidated
2025
2024
£'000
£'000
Liability reversing at 25%
928
1,217
At 31 December 2025
928
1,217
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for the year ended 31 December 2025
b) Deferred tax recognised in the year
Consolidated
2025
2024
£'000
£'000
Accelerated tax depreciation on property, plant and equipment
(202)
3
Intangible assets
(111)
514
Expected credit loss provision
–
–
Total tax expense to profit or loss¹
(313)
517
Charged to other comprehensive income:
Deferred tax expense on investment on equity securities
24
5
Total deferred tax expense in other comprehensive income
24
5
Total deferred tax charge for the year
(289)
522
1Includes a deferred tax asset credit of £nil (2024: £nil).
c) Unrecognised deferred tax assets and deferred tax liability
At the reporting date, the Group had £238 (2024: £183) unused tax losses available for
offset against future profits. Deferred tax assets are disclosed in the Note 17.
Company
The Company had no recognised deferred tax assets or liabilities at 31 December 2025
and 31 December 2024.
23.  Customer Accounts
Consolidated
2025
2024
£'000
£'000
Repayable on demand
684,342
676,720
Other customers’ accounts with agreed maturity dates or periods of
notice by residual maturity repayable:
3 months or less
710,873
845,081
1 year or less but over 3 months
41,318
63,199
2 years or less but over 1 year
–
–
1,436,533
1,585,000
Customer accounts are accounts that customers hold with the Group. A substantial
proportion of customer accounts are easy access accounts that, although repayable on
demand, have historically formed a stable deposit base.
Customer accounts also include cash collateral from customers amounting to £7,400k
(2024: £17,806k) held by the Group in respect of the ‘Other loans and advances to banks’
and off balance sheet assets including financial guarantees and letters of credit noted in
Note 25. These are not restricted cash and are available for use by the Group.
The Company had no customer accounts throughout 2025 (2024: £nil).
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for the year ended 31 December 2025
24.  Other Liabilities, Unsettled Transactions and Accruals
A. Other liabilities
Consolidated
2025
2024
£'000
£'000
Financial liabilities
Trade creditors
255
828
Funds received in advance
2,407
891
Transactions credited by third party nostro providers¹
99
1,437
Other creditors
337
143
3,098
3,299
Non-financial liabilities
Payroll related tax liabilities
1,384
1,937
Deferred income²
361
731
1,745
2,668
Total other liabilities
4,843
5,967
1These balances represent amounts that are credited incorrectly by third party nostro providers at year-end.
2Deferred income relates to payments that are received from customers before the services are provided to customers.
B. Unsettled transactions
Consolidated
2025
2024
£'000
£'000
Unsettled transactions³
20,772
35,173
3Unsettled transactions result from foreign exchange transactions that are delayed due to time differences, public holidays in
other countries (where the counterparties are located) or similar operational reasons. The arising balances are short-term in
nature (typically less than four days) and were settled shortly after the balance sheet date.
The Company does not have unsettled transactions (2024: nil).
C. Accruals
Consolidated
2025
2024
£'000
£'000
Accruals4
13,451
10,380
4Accruals comprise the payroll related accruals amounting to £7.2m and various other individual expenses which have not
yet been invoiced for goods received or services provided to the Group e.g. audit fees, bank charges, professional fees, and
payroll accruals.
The Company’s accruals and other liabilities are as follows:
Company
2025
2024
£'000
£'000
Accruals
46
736
Other liabilities
–
65
46
801
25.  Provisions
Consolidated
2025
2024
£'000
£'000
Expected credit loss for off balance sheet balances:
Financial guarantee liability
–
1
Liability for letter of credit confirmations/bill acceptances
1
2
Working capital facilities – undrawn commitments
36
62
ECL for off balance sheet balances (Note 35)
37
65
Dilapidation provision for the London Bridge Lease (Note 19)¹
2,017
1,884
Provisions
2,054
1,949
1  The dilapidation provision includes accrued interest of £133k (2024: £84k) which was recognised in the statement of profit
or loss and other comprehensive income. The expected timing of any resulting outflows of economic benefits on the
dilapidation provision is 2034 which is the end of the lease term for the London Bridge lease.
i. Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified
payments to reimburse the holder for a loss it incurs because a specified debtor fails to make
payments when due in accordance with the terms of a debt instrument. The Group provides
financial guarantees to multiple counterparties. Please refer to Note 33 for the maximum
exposure of financial guarantee contracts. The Group received premiums of £58k ( 2024: £5k).
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for the year ended 31 December 2025
ii. Letter of credit confirmations/bill acceptances
A letter of credit confirmation/bill acceptance is a letter from an issuing bank guaranteeing
that a buyer’s payment to a seller will be received on time and for the correct amount. The
Group confirmed the letters of credit issued by an issuing bank and charged fixed fees which
are received either in advance or at a later date. The Group provides these acceptances to
multiple counterparties. Please refer to Note 33 for the maximum exposure of letter of credit
confirmations/bill acceptances. The Group received premiums of £826k (2024: £967k).
The uncertainties relating to the amount or timing of any outflow are those inherent within
the products concerned, notably that the relevant counterparty will not carry out its
obligations. Cash collateral of £7,400k (2024: £17,806k) was held by the Group in respect
of the assets’ underlying financial guarantees and letters of credit noted above. This cash is
not restricted and is available for use by the Group.
iii. Working Capital facilities – undrawn commitments
Working Capital is a credit facility offered by the Group to its clients. The Group charges a
facility fee for provision of each facility when drawn down. The Group provides this facility
to multiple counterparties. Please refer to Note 33 for the maximum exposure of Working
Capital commitments. The Group received facility fees of £nil (2024: £40k).
26.  Called Up Share Capital
2025
2024
Number of ordinary shares
‘000
‘000
Authorised, allotted, issued, and fully paid (Ordinary Shares)
254,143
254,143
2025
2024
Ordinary share balance
£'000
£'000
As at beginning of the year
85
85
Total share capital – at year-end
85
85
There are no restrictions on the distribution of dividends and the repayment of capital. The
nominal value per share is 0.033pence
There were no changes to the ordinary share capital and the number of shares in issue during
the year ended 31 December 2024.
A. Merger relief reserve
The Company’s merger relief reserve was created on acquisition of additional interest in its
subsidiary, CTH, in 2023. Refer to Note 21 on the Investment in subsidiaries. Following the
liquidation of CTH during the year, the reserve was transferred to Retained earnings (2024:
£100,442k).
27.  Retained Earnings
Consolidated
2025
2024
£'000
£'000
Balance at beginning of year
146,724
131,478
Profit for the year
13,556
14,212
Share-based payment expense (Note 28)
615
996
Deferred tax on share based payment expense
170
–
Change in ownership interest in subsidiary
–
38
Balance at end of year
161,065
146,724
There were no dividends declared and paid in 2025 (2024: £nil).
The Company’s retained earnings are as follows:
Company
2025
2024
£'000
£'000
Balance at beginning of year
45,996
48,088
Loss for the year
(96,994)
(2,092)
Transfer from merger relief reserve on liquidation of CTH (Note
26A)
100,442
–
Balance at end of year
49,444
45,996
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for the year ended 31 December 2025
28.  Share-Based Payments
The Group operates a number of employee equity-settled schemes as part of its strategy.
The fair value of the employee services received in exchange for the grant of the awards is
recognised in employee benefit expenses together with a corresponding increase in equity
(share-based payment reserve), over the period in which the service and the performance
conditions are fulfilled (the vesting period). Movements in the consolidated statement of profit
or loss and other comprehensive income during the year for all schemes were as follows:
Consolidated
2025
2024
£'000
£'000
Share-based payments expenses recognised in statement of
profit or loss and other comprehensive income
Share-based scheme 1 - 2023 LTIP Scheme (Note 32a)
198
660
Share-based scheme 2 - 2024 LTIP Scheme (Note 32b)
173
162
Share based scheme 3 - 2025 LTIP Scheme (Note 35c)
190
–
Share-based scheme 4 - Free Share Scheme*
54
174
Expense arising from equity settled share based payment
transactions
615
996
*During the year, a free share scheme granted to certain employees in prior periods vested. The financial impact of the
vesting, including the related share-based payment expense, was assessed as immaterial to the financial statements and
therefore no additional disclosures have been provided.
a) Share-based scheme 1 – 2023 LTIP Scheme
Description and vesting requirements
The 2023 LTIP awards are share awards subject to service and performance conditions
and were granted to incentivise senior management on 11 July 2023. The vesting
conditions were subject to performance measures relating to relative total shareholder
return (market condition) and earnings per share (non-market condition). Each measure is
assessed independently over the vesting period. The 2023 LTIP awards have an individual
conduct gateway requirement that results in the award lapsing if not met. The scheme
includes a clawback condition for a minimum period of three years which is assessed as
reasonable time per the scheme rules.
The 2023 LTIP award movements for the year to 31 December 2025 is as follows:
Two-year awards
Three-year awards
Holding period
Non-holding
period
Holding period
Non-holding
period
Share-based payments scheme 1
Number of awards
Outstanding at 1 January 2025
481,172
668,744
878,387
660,932
Granted during the year
–
–
–
–
Released during the year
–
–
–
–
Cancelled during the year
–
–
–
–
Forfeited during the year
(481,172)
(668,744)
(211,282)
(116,156)
Lapsed during the year
–
–
–
–
Outstanding at 31 December 2025
–
–
667,105
544,776
Vested and exercisable at 31
December 2025
–
–
–
–
Outstanding at 1 January 2024
629,851
758,463
1,106,713
758,451
Granted during the year
–
–
–
–
Released during the year
–
–
–
–
Cancelled during the year
–
–
–
–
Forfeited during the year
(148,679)
(89,719)
(228,326)
(97,519)
Outstanding at 31 December 2024
481,172
668,744
878,387
660,932
Vested and exercisable at 31
December 2024
–
–
–
–
Modification of the 2023 LTIP Scheme
On 4 June 2024, the Remuneration Committee resolved to amend the performance
conditions by (i) withdrawing the TSR condition and (ii) reducing the EPS metrics,
applicable to all outstanding awards other than those to Executive Directors which
remained unchanged.
In line with requirements of IFRS 2:26-27, this change has been accounted for as a
modification of the scheme. The incremental fair value, as a result of the modification, was
measured as the difference between the fair value before and after the modification date.
The impact of the modification was £nil.
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
Inputs to the model
The calculation of the 2023 LTIP expense takes into account the following key inputs at
grant date and modification date:
Key inputs at grant date
Key inputs at modification date
Two-year
awards
Three-year
awards
Two-year
awards
Three-year
awards
Grant date
11 July
2023
11 July
2023
n/a
n/a
Modification date
n/a
n/a
4 June 2024
4 June 2024
Share price at grant date (£)
£3.10
£3.10
n/a
n/a
Share price at modification date (£)
n/a
n/a
£1.52
£1.52
Actual leavers
34,029
34,029
–
–
Vesting period
11 July
2025
11 July
2026
11 July
2025
11 July
2026
Earnings per share minimum level
Minimum
25.5p
Minimum
33.4p
Minimum
13.9p
Minimum
16.7p
Total shareholder return discount
45%
39%
–
–
Holding period discount
8%
9%
8%
9%
Leavers lapse provision (holding/non-
holding period)
0%/22%
0%/31%
0%/12%
0%/21%
Clawback condition – effect on
valuation
–%
–%
–%
–%
Model used
Monte Carlo
Monte Carlo
Monte Carlo
Monte Carlo
The incremental expense at the modification date was recognised in the statement of profit
or loss and other comprehensive income over the vesting period of the Scheme. However,
this incremental expense in 2024 was reversed at year-end because the non-market
condition which was modified was assessed as unachievable and the awards would not
vest and the impact of the modification was £nil. The non-market EPS performance
conditions have been assessed as unachievable, and the awards are not expected to vest
as at 31 December 2025. Accordingly, the EPS related share-based payment expense for
the year is £nil.
b) Share-based scheme 2 – 2024 LTIP Scheme
Description and vesting requirements
The 2024 Long Term Incentive Plan awards are share awards subject to service and
performance conditions and were granted to incentivise senior management on 19 June
2024 and 11 November 2024. The vesting conditions are subject to performance measures
relating to relative total shareholder return and earnings per share. Each measure is
assessed independently over the vesting period. The 2024 LTIP awards have an individual
conduct gateway requirement that results in the award lapsing if not met. The scheme
includes a clawback condition for a minimum period of three years which is assessed as
reasonable time per the scheme rules.
The 2024 LTIP award movements for the year to 31 December 2025 were as follows:
Senior Management
Executive
Directors
Holding period
Non-holding
period
Holding period
Number of awards
Outstanding at 1 January 2025
1,067,065
2,329,001
1,448,629
Granted during the year
–
–
–
Released during the year
–
–
–
Cancelled during the year
–
–
–
Forfeited during the year
–
(582,055)
(420,739)
Outstanding at 31 December 2025
1,067,065
1,746,946
1,027,890
Vested and exercisable at 31 December 2025
–
–
–
Outstanding at 1 January 2024
–
–
–
Granted during the year
1,838,117
2,329,001
1,448,629
Released during the year
–
–
–
Cancelled during the year
–
–
–
Forfeited during the year
(771,052)
–
Outstanding at 31 December 2024
1,067,065
2,329,001
1,448,629
Vested and exercisable at 31 December 2024
–
–
–
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
Inputs to the models
The calculation of the 2024 LTIP expense takes into account the following key inputs:
Key inputs
Senior
Management
Senior Management
Executive
Directors
Grant date
19 June 2024
11 November
2024
11 November
2024
Share price at grant date (£)
1.244
0.75
0.75
Actual leavers
771,052
–
–
Vesting period
‘April 2027
‘April 2027
‘November
2027
Minimum earnings per share
14.2p
14.2p
14.2p
Total shareholder return discount
37%
26%
26%
Holding period discount
9%
18%
18%
Leavers lapse provision (holding/non-
holding period)
0%/31%
0%/25%
0%/n/a
Clawback condition – effect on valuation
–%
–%
–%
Model used
Monte Carlo
Monte Carlo
Monte Carlo
The resulting value is expensed to the consolidated statement of profit and loss and other
comprehensive income over the vesting period in line with the vesting of the interests
concerned. The non-market EPS performance conditions have been assessed as
unachievable, and the awards are not expected to vest as at 31 December 2025.
Accordingly, the EPS related share-based payment expense for the year is £nil.
c) Share-based scheme 3 – 2025 LTIP Scheme
Description and vesting requirements
The 2025 Long Term Incentive Plan awards are share awards subject to service and
performance conditions and were granted to incentivise senior management on 02 April
2025. An additional tranche of LTIPs was awarded including a cash award on 2
September 2025 to certain employees. The vesting conditions are subject to performance
measures relating to EPS, Cost-Income ratio and Adjusted EBITDA per average full time
employees for the April 2025 awards and the Adjusted Profit after Tax for the September
2025. 
Each measure is assessed independently over the vesting period. The 2025 LTIP awards
have an individual conduct gateway requirement that results in the award lapsing if not
met. The scheme includes a clawback condition for a minimum period of three years which
is assessed as reasonable time per the scheme rules.
The 2025 LTIP award movements for the year to 31 December 2025 were as follows:
Number of LTIP Awards
April
September
Outstanding at 1 January 2025
–
–
Granted during the year
8,793,880
6,209,818
Released during the year
–
–
Cancelled during the year
–
–
Forfeited during the year
–
(417,907)
Outstanding at 31 December 2025
8,793,880
5,791,911
Vested and exercisable at 31 December 2025
–
–
Inputs to the models
The calculation of the 2025 LTIP expense takes into account the following key inputs:
Key inputs
Grant date
2 April 2025
2 September 2025
Vesting date
3 April 2028
Cash Award - 2 March 2026
Share Award - 3 April 2028
Share price at grant date (£)
44.15 pence
50.4 pence
Actual leavers
–%
0
Vesting period
36 months
Cash Award - 6 months
Share Award - 31 months
Minimum earnings per share
15 pence
n/a
Minimum cost-income ratio
75%
n/a
Minimum Adjusted EBIDTA per average FTE
£135k
n/a
Minimum Adjusted profit after tax
n/a
£19.3m
Holding period discount
20%
n/a
Leavers lapse provision
19%
Cash Award - 0%                       
Share Award - 17.4%
Clawback condition – effect on valuation
Nil
Nil
Model used
Finnerty Model
n/a
The resulting value is expensed to the consolidated statement of profit and loss and other
comprehensive income over the vesting period in line with the vesting of the interests
concerned.
Note: The non-market performance condition (Adjusted Profit After Tax) has been assessed as unachievable. Consequently,
the awards are not expected to vest, and no share-based payment expense has been recognised for the period. As a result, no
additional disclosures have been included.
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
29.  Related Undertakings
Related undertakings comprise the subsidiary of the Company.
i. Principal subsidiaries
The Company’s principal direct and indirect subsidiaries are set out below. This represents the position as at 31 December 2025 except for the items marked as dissolved. The Company is the sole
shareholder of CAB and CAB US Inc. Shares in other subsidiaries are held indirectly and are held as indicated in the table below. Unless otherwise stated, the share capital consists solely of ordinary
shares and the proportion of ownership held equals the voting rights held by the parent. For all subsidiaries, the country of incorporation or registration is also the principal place of business.
Principal activity/business
Country of incorporation and
principal place of business
Registered Offices
CAB Tech HoldCo Limited
Dissolved (September 2025)
UK
n/a
Crown Agents Bank Limited (‘CAB’) (direct subsidiary)
Bank
UK
3 London Bridge Street, London, England, SE1 9SG
CAB Global Markets Limited
Payments
United Arab Emirates
2462 Register 08, Level 24, Al Sila Tower, Abu Dhabi, Global
Market Square, Abu Dhabi, Al Maryah Island, UAE
CAB Europe BV
Payments
Netherlands
Gustav Mahlerplein 2, 1082MA, Amsterdam, Netherlands
Stichting CAB Payments Europe
Trust company
Netherlands
Gustav Mahlerplein 2, 1082MA Amsterdam, Netherlands
CAB Tech HoldCo USA LLC
Dissolved (June 2025)
US
n/a
CAB US Inc (direct subsidiary)
Fintech
US
One Rockefeller Plaza, 10th Floor, New York, NY 10020, US
Segovia International Holdings LLC
Dissolved (May 2025)
US
n/a
Segovia Technology International Ltd
Holding Company
Cayman Islands
Windward 3, Regatta Office Park, PO Box 1350, Grand
Cayman KY1-1108, Cayman Islands
Segovia Technology Côte d’Ivoire SARL
Dormant
Ivory Coast
01 BP 5754 Abidjan 01, Côte d’Ivoire
Segovia Technology Kenya Limited
Dormant
Kenya
ICEA Lion Centre, Chiromo Road, Westlands, P.O. Box
10643-00100, Nairobi, Kenya
Segovia Technology 454 Limited*
Dormant
Malawi
P.O. Box 3028, Blantyre, Malawi
Segovia Technology Nigeria Limited*
Dormant
Nigeria
2 Obuasi Close, Off Monrovia Street, Wuse II, Abuja, Federal
Capital Territory, Nigeria.
Segovia Technology Rwanda Corporation Limited*
Dormant
Rwanda
Nyarugenge, P.O. Box 6571, Kigali, Rwanda
Segovia Technology Tanzania Company Limited*
Dormant
Tanzania
Plot No. 18, Rukwa Street, Masaki, P.O. Box 38192, Dar es
Salaam, Tanzania
Segovia Technology Company Uganda Limited*
Dormant
Uganda
C/O ENSafrica Advocates 4th Floor Rwenzori Towers Plot 6
Nakasero Road , P. O. Box 24665, Kampala, Uganda
*Entity in process of dissolution.
All UK subsidiaries are incorporated in the UK with registered offices at 3 London Bridge Road, London SE1 9SG. All subsidiaries are 100% Group-owned.
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
30.  Notes to the Statement of Cash Flows
i. Reconciliation of profit before taxation to net cash outflow from operating activities
Consolidated
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Profit/(loss) before taxation
Continuing operations
18,521
17,594
3,447
(3,159)
Adjusted for non-cash items:
Amortisation
7,930
6,213
31
11
Depreciation
– Right of use of assets
2,041
1,553
–
–
– Property, plant and equipment
649
767
–
–
Share-based payment charge
615
996
–
–
Effective interest rates
–
(89)
–
–
(Profit)/loss on write-off of:
– Property, plant and equipment
–
71
–
–
– Right of use assets
–
(184)
–
–
Interest accrued on lease liabilities
1,251
814
–
–
Impairment of intangible assets
76
–
–
–
Intangible assets accrued
(932)
–
73
–
Property, plant and equipment
accrued
(33)
–
–
–
Effect of currency exchange rate
change¹
(431)
(1,219)
–
–
Net movement in FX derivatives
(23,865)
–
–
–
Effect of other non-monetary
transactions
(195)
(20)
1,125
–
5,627
26,496
4,676
(3,148)
Consolidated
Company
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Changes in working capital:
Net increase in loans and advances to
banks other than on demand
(100,754)
(44,349)
–
–
Net (decrease)/increase in customer
accounts
(71,626)
27,634
–
–
Net (increase)/decrease in investment
in debt securities
(441,578)
107,553
–
–
Net decrease/(increase) in other loans
and advances to non-banks
5,983
(24,031)
–
–
Net (increase)/decrease in unsettled
transactions
(12,435)
12,643
–
–
Net decrease in other assets
888
243
349
3,654
Net decrease in other liabilities
(1,494)
(1,718)
(4,153)
(432)
Net (increase)/decrease in accrued
income
(1,108)
290
–
–
Net decrease/(increase) in accruals
3,071
(7,987)
(690)
(288)
Net cash (outflow)/generated from
operating activities²
(613,426)
96,774
182
(214)
1Effects of currency exchange rate change include the fair value (loss)/gain on derivatives which is disclosed in Note 7.
2Cash flows from operating activities include interest received of £53,877k ( 2024: £59,582k) and interest paid of £31,683k
(2024: £47,167k).
i. Non-cash transactions – Consolidated
Non-cash transactions from investing activities for the Group during the year include
acquisition of right-of-use assets amounting to £nil (2024: £19,061k).
ii. Changes in liabilities arising from financing activities
The Group’s changes in lease liabilities are detailed in Note 19. There are no other changes
in liabilities from financing activities.
There are no changes in liabilities arising from financing activities for the Company.
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Overview
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
31.  Related Parties
The immediate parent undertaking of the Company which had control up to 6 July 2023
was Merlin Midco Limited. As at the year end Merlin Midco Limited’s ownership was 45.1%
( 2024: 45.1%), which is held by a nominee company Diagonal Nominees Limited and has
the highest shareholding. As such no company is required to consolidate these financial
statements this year ( 2024: no company consolidated the entity).
The related party transactions (which were all at arm’s length and were transacted at
market prices) are as follows:
a) Remuneration of key management personnel (including Executive Directors)
The remuneration of the Group’s key management personnel is set out below in aggregate
for each of the categories specified in IAS 24 Related Party Disclosures.
Consolidated
2025
2024
£'000
£'000
Short-term employee benefits (including bonuses and Employer's
NICs)
8,344
4,393
Post-employment benefits
65
141
Share-based payments
365
457
Total remuneration
8,774
4,991
In 2025, no contributions were made by the Group on behalf of Directors to  a defined
contribution pension scheme. In 2024, £45k such contributions were made by the Group
on behalf of two Directors and this was included in the table above . In 2025, no retirement
benefits accrued for any Director (2024: £nil) under a defined benefit pension scheme.
The aggregate emoluments (including pension contributions and exit compensation) of the
Group’s key management (excluding Directors) were £4,957k (2024: £2,908k).
The aggregate emoluments (including share-based payment charge) and accrued pension
contributions of the highest paid Director in the Group were £964k (2024: £578k) and £nil
(2024: £nil) per annum respectively.
The Company does not have employees. The Company’s Directors are paid by CAB. 
b) Company related party balances
In addition to the above related party transactions and balances of the Group, the
Company had outstanding balances with the following intercompany entities within the
Group as at 31 December 2025:
(i.) £14,174k (2024: £18,262k) payable to CAB. The amount relates to the payments made
by CAB on behalf of, or recharged to the Company.
(ii.) The Company holds a bank account with CAB with a year-end balance of £249k
(2024: £108k).
32.  Contingent Liabilities and Commitments
a) Contingent liabilities
The Group and the Company do not have contingent liabilities at the balance sheet date..
b) Commitments
i. In 2025, the Group entered into a one-year contract to assist with the ongoing
automation of manual processes. The following payments are due under the contract:
2025
2024
Payment Due
£'000
£'000
Not later than one year
973
1,883
973
1,883
The total of the amounts due under the contract are expensed to the consolidated
statement of profit or loss over the life of the contract in line with the benefits received.
ii. Further commitments are discussed in Note 19 and Note 25.
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
33.  Credit Risk
Credit Risk is the risk of financial loss arising from a borrower or counterparty’s failure or
inability to meet their contractual financial obligations to the Group as they fall due. Credit
risk arises inherently from the Group’s core banking, financing, and treasury activities. It
represents the potential for financial loss should counterparties fail to meet their
contractual obligations in full and on time. Credit risk is a principal risk, arising from
financial assets which are loans and advances on demand to banks, other loans and
advances to banks, other loans and advances to non-banks, investment in debt securities,
unsettled transactions, accrued income, and other asset exposures. In addition, the Group
considers off-balance sheet exposures from financial guarantees, acceptances,
confirmations, and Working capital all to be subject to a credit risk. These exposures are
managed through robust credit approval processes, ongoing monitoring, and clearly-
defined risk appetite parameters.
Counterparty credit risk also emerges from the Group’s foreign exchange, payment, and
derivative transactions, where counterparties may be unable or unwilling to fulfil their
financial or collateral obligations as they fall due. Such exposures are mitigated using
collateral management frameworks, netting agreements, and credit support annexes
(CSAs) where appropriate.
In addition, treasury and liquidity management activities contribute to credit risk through
the placement of surplus funds with financial institutions and investments in high-quality
liquid assets (HQLA) and money market instruments. These exposures are controlled by
adhering to internal counterparty limits, minimum credit rating thresholds, and
concentration risk metrics.
Overall, the Group maintains a prudent and diversified credit risk profile, supported by
sound governance, regular stress testing, and alignment with the Group’s overarching risk
appetite and capital management framework. Information about the credit risk
management policy of the Group is contained in the Strategic Report.
a) Credit risk management
The Group monitors credit risk per class of financial instrument. The Group recognises
expected credit losses on financial assets that are measured at amortised cost which
includes cash and balances at central banks, loans and advances on demand to banks,
other loans and advances to banks, other loans and advances to non-banks, unsettled
transactions, accrued income, investment in debt securities, other assets, as well as off-
balance sheet account (undrawn commitments) such as financial guarantees, letter of
acceptances, letter of confirmations, and Working capital.
b) Exposure to credit risk by instrument
The table below outlines the classes identified, as well as the financial statement line item
and the note. The related notes contain an analysis of the items included in the financial
statement line for each class of financial instrument including how the exposure to credit
risk arises. There are no changes to the exposures to risks on these financial instruments
and how those exposures to risk arise compared to prior year.
Instrument
Description
Note
Cash and balances at
central banks
These are balances with the Bank of England, which has
AA-credit rating. Balances are available on demand and
are located in the UK.
11
Loans and advances on
demand to banks
These are nostro bank accounts that the Group holds
with other commercial banks in support of client
payment flows.
13
Other loans and
advances to banks
Trade Finance loans are short-term working capital
loans to banks operating in trade finance markets. They
assist buyers and sellers to finance their trade
commitments on a transactional basis. The Group
receives interest payments in return.
Credit Support Annex (CSA) Loans represent collateral
required from clients through a credit support annexe for
initial and variation margin as part of derivative
transactions. They are under a collateralised to market
(CTM) regime. A CTM model requires the out of the
money party to post collateral with an amount equal to
the cumulative mark to market value, either with the
counterparty or with an exchange. Both initial and
variation margin are refundable upon settlement of the
derivative and is therefore accounted for as collateral.
Discounted Letters of Credit are advanced letter of credit
payments that the Group pays to counterparties before
the completion of the sales and shipping process. The
amount that the Group pays out is discounted by a
discounted fee (interest rate) and as such, is lower than
the principal expected to be received. They are
essentially factoring transactions.
13
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Overview
Strategic Report
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
Instrument
Description
Note
Other loans and
advances to non-banks
Working capital is a type of overdraft facility where the
Group agrees to provide clients with a facility for a set
period with specific terms as set out in the Working
capital facilities agreement. The clients use the liquidity
to undertake foreign exchange business with the Group.
A flat facility fee is charged for the provision of the
facility. The Group will lend money to clients solely for
the purpose of assisting the client with its specific
liquidity requirements that arise from settlement
timelines in its standard payment flows. The rate
charged for the amount lent is the greater of (i) a fixed
rate (e.g. 9%) or (ii) US Federal rate plus a spread (e.g.
US Federal rate plus 1%).
13
Unsettled transactions
Unsettled transactions are unsettled balances resulting
from foreign exchange transactions that are delayed
due to time differences, public holidays in other countries
(where the counterparties are located) or similar
operational reasons. The balances are short-term
(typically less than four days).
17
Investment in Debt
Securities at amortised
cost and debt securities
at fair value through OCI
Fixed rate bonds (US Treasury bills) are US Treasury bills
issued by the US Government which offer a fixed rate of
interest for a set period of time.
Fixed rate bonds (other) are other fixed rate bonds
issued by companies or G20 governments which offer a
fixed rate of interest for a set period of time.
Floating rate notes are investments in debt securities
that pay a coupon determined by a reference rate which
resets periodically. As such, the interest received is not
fixed.
Certificates of deposit (CDs) are investments in debt
securities that pay fixed interest for a fixed period of
time. Unlike bonds, CDs are usually not tradable in a
secondary market.
15
and
16 
Instrument
Description
Note
Other assets
Balances with mobile network operators are the
payments from mobile network operators (MNOs) that
are due to the Group in respect of mobile money
accounts. In certain African countries where mobile
money accounts are widely used, this service allows
users to deposit money into an account stored on their
mobile phones and to then send balances using a PIN-
secured SMS text message to other users.
One of the services that the Group provides is the
transfer of funds by clients to beneficiaries via a mobile
phone. Typically, a client will deposit funds in the
Group’s controlled bank account. These funds are then
transferred to an account held with an MNO. Clients
then submit a request for a payment to be made on the
Payment Gateway. On receipt of the request, funds are
remitted from the account held with the MNOs to the
beneficiary with the Group simultaneously deducting a
fee. MNOs therefore provide the Group with the
equivalent of a bank account.
In relation to the Company – Other Asset exposures also
include amounts due from Group companies.
17
Accrued income
Accrued income is money owed to the Group for services
rendered or provided that have not yet been invoiced.
The balance arises from several components such as
management fees, pension fee accruals, and other
revenues.
Off-balance sheet
accounts
These include trade finance guarantees, letter of
acceptances and confirmation that are contingent
liabilities and so require documented levels of
performance to be achieved for settlement. Typically, the
Group’s counterparty is another bank and ordinarily the
contract has a maximum tenor of six months.
They also include the undrawn portion of Working
capital facilities. These Working capital facilities are
repayable on demand as drawing to the agreed limit
can be made at the counterparty’s instruction then the
undrawn portion does attract an ECL amount.
25
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Overview
Strategic Report
Governance
Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
The maximum credit exposures (gross balance before ECL adjustment) distributed across
each instrument are summarised in the table below.
Consolidated
2025
2024
£'000
£'000
Cash and balances at central banks
257,867
584,679
Loans and advances on demand to banks
129,966
185,563
Other loans and advances to banks
274,994
180,148
Other loans and advances to non-banks
21,704
32,835
Unsettled transactions
8,902
10,870
Investment in debt securities at amortised cost
234,792
246,028
Investment in debt securities at fair value through OCI
442,751
–
Other asset (measured at amortised cost)
3,494
3,408
Accrued income
2,037
927
Total on-balance sheet exposure
1,376,507
1,244,458
Refer to Note 33 (g) for the financial assets’ carrying amounts tying to consolidated
statement of financial position. The carrying amounts of financial assets best represents
their maximum exposure to credit risk.
i. Off-balance sheet exposures
Consolidated
2025
2024
£'000
£'000
Financial guarantee contracts
818
809
Trade Finance – letter of credit confirmation / acceptance
430
1,698
Confirmations
3,962
23,246
Working capital facilities
9,169
14,555
Total off-balance sheet exposure¹
14,379
40,308
1The off-balance sheet exposure consists of the following: financial guarantee contracts, which are contracts that require the
issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments
when due in accordance with the terms of a debt instrument, letter of credit confirmation/acceptance, which is a letter from an
issuing bank guaranteeing that a buyer’s payment to a seller will be received on time and for the correct amount, and Working
capital facilities, which is a credit facility offered by the Group to its customers which allows customers to draw down on the
facility on satisfaction of the terms of this facility.
c) Significant increase in credit risk
The Group uses a defined criteria to determine whether credit risk has increased significantly
for each instrument. The criteria used are both quantitative changes in PD as well as
qualitative. The table below summarises the range above which an increase in lifetime PD is
determined to be significant, as well as some indicative qualitative indicators assessed. The
Group uses an internal rating system from Rating 0 to 7 with Rating 8 representing default
except for Fintechs and International Development Organisations (counterparties which do
not fit the Moody’s risk rating model (RiskCalc)). The table below represents the through-the-
cycle (TTC) PD range per rating and the exposure-weighted distribution for 2025.
Furthermore, ratings 0 to 3 represent investment grade ratings whilst 4 to 7 represent sub-
investment grade ratings. This range is unchanged from previous years.
Rating Type
Rating
TTC PD Range
Investment Grade
Rating 0
0%, 0.01%
Rating 1
0.01%, 0.02%
Rating 2
0.03%, 0.05%
Rating 3
0.06%, 0.08%
Sub-Investment Grade
Rating 4
0.081%, 0.10%
Rating 5
0.11%, 0.5%
Rating 6
0.51%, 1.5%
Rating 7
1.51%, 25%
Rating 8 (Default)
100%
Irrespective of the outcome of the rating assessment noted above, the Group presumes
that the credit risk on a financial asset has increased significantly since initial recognition
when a contractual payment is more than 30 days past due unless the Group has
reasonable and supportable information that demonstrates otherwise.
The Group has monitoring procedures in place to make sure that the criteria used to
identify significant increases in credit risk are effective, meaning that significant increase in
credit risk is identified before the exposure defaults. The Group performs periodic back-
testing of its ratings to consider whether the drivers of credit risk that led to default were
accurately reflected in the rating in a timely manner.
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Financial
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Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
d) Incorporation of forward-looking information
The Group incorporates readily available forward-looking information in its computation of
ECL and utilises external data to formulate a ‘base case’ scenario, projecting future
economic variables and exploring a representative spectrum of alternative forecast
scenarios. The Group assigns probabilities to the identified forecast scenarios, with the
base case representing the singularly most probable outcome utilised for strategic planning
and budgeting purposes.
Key drivers of credit risk and credit losses for each financial instrument class are meticulously
identified and documented, and statistical analyses of historical data establish relationships
between macro-economic variables and credit risk as well as credit losses. Throughout the
reporting period, there have been no alterations to the estimation techniques or significant
assumptions.
The Group’s balance sheet is made from a simple product suite where the significant
macro-economic variable is GDP growth rates.
The major part of the balance sheet is the Bank of England balance, hold to maturity US
Treasuries and other High Quality Liquid Assets that are not negatively affected by
inflation, interest rates, or unemployment in the respective jurisdictions and are with low-
risk institutions.
Whilst inflation, interest rates and unemployment could affect the economic cycle in some
of the relevant 130+ countries of risk, the Group’s nostro and FX settlement exposure is
short-term and typically less than 10% of the Group’s balance sheet. The cost of providing
detailed forecast macro-economic variables such as unemployment, inflation, and interest
rates would be onerous and potentially greater than the small exposure in such countries.
Furthermore, in some jurisdictions such data may not be available.
Predicted relationships between the key indicators and default and loss rates on various
portfolios of financial assets have been developed based on analysing historical data over
the past 19 years.
The Group has performed a sensitivity analysis on how ECL on the main portfolio would
change if the key assumptions used to calculate ECL change by macro-economic scenario.
The table below outlines the total ECL across the portfolio as at 31 December 2025, if the
assumptions used to measure ECL remain as expected (amount as presented in the
statement of financial position) for each of the macro-economic scenarios. The changes are
applied in isolation for illustrative purposes and are applied to each probability-weighted
scenario used to develop the estimate of expected credit losses. Each economic scenario
represents the average 12-month PD and ECL, assuming a 100% weighting to that
scenario. There will be interdependencies between the various economic inputs and the
exposure to sensitivity will vary across the economic scenarios.
2025
2024
Average
ECL
ECL
sensitivity
from base
case
Average
ECL
ECL
sensitivity
from base
case
As at
12m PD
£’000
£’000
12m PD
£’000
£’000
Base
0.07%
284
–
0.13%
400
–
Upside
0.07%
276
-8
0.12%
393
-7
Mild upside
0.07%
279
-5
0.13%
396
-4
Stagnation
0.07%
291
7
0.13%
406
6
Downside
0.07%
295
11
0.13%
409
9
Severe
0.07%
302
18
0.13%
415
15
There are no changes to the estimation techniques for ECL at year-end and there are no
significant changes to the GDP growth rate when compared to prior year. It can be noted
above that the sensitivity analysis does not result in significant changes to the ECL
balances.
The ECL is calculated using a weighted case from the macro-economic scenarios above.
The probability of each scenario occurring in both 2025 and 2024 is based on the
following:
Economic Scenario
Probability
Weighting
1. Base
30%
2. Upside
10%
3. Mild upside
15%
4. Stagnation
10%
5. Downside
20%
6. Severe
15%
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Overview
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Governance
Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
e) ECL
ECL is applicable to financial assets classified at amortised cost. The measurement of ECL
reflects an unbiased and probability-weighted amount that is determined by evaluating a
range of possible outcomes, time value of money and reasonable and supportable
information that is available without undue cost or effort at the reporting date, about past
events, current conditions, and forecasts of future economic conditions.
The Group applies the general model for measuring ECL which uses a three-stage
approach in recognising the expected loss allowance to its financial assets measured at
amortised cost. The Group considers the model and the assumptions used in calculating
these ECLs as key sources of estimation uncertainty. The key inputs used for measuring
ECL are:
■ probability of default (PD);
■ loss given default (LGD); and
■ exposure at default (EAD).
The ECL Model allocates accounts to three Stages and calculates the impairment as:
■ 12 months Expected Loss for accounts in Stage 1; and
■ Lifetime Expected Loss for accounts in Stage 2 and Stage 3.
The Group measures ECL considering the risk of default over the maximum contractual
period (including extension options) over which the entity is exposed to credit risk and not a
longer period, even if contract extension or renewal is common business practice.
The measurement of ECL is based on probability-weighted average credit loss. As a result,
the measurement of the loss allowance should be the same regardless of whether it is
measured on an individual basis or a collective basis (although measurement on a
collective basis is more practical for large portfolios of items).
The Group has measured its ECL at a counterparty level which is then aggregated to a
product and segment level. In relation to the assessment of whether there has been a
significant increase in credit risk, it can be necessary to perform the assessment on a
collective basis as noted below.
i. Probability of Default
PD is an estimate of the likelihood of default over a given time horizon. It is estimated as at
a point in time. PDs are determined using the one-factor Merton-Vasicek model and
transforms TTC PDs to a one-month Forward-in-Time (FiT) PD for each period of a loan’s
contractual life by decomposing the portfolio into systematic and idiosyncratic risk factors.
The systematic factor captures risks relevant to the entire portfolio and is assumed to be
correlated to the overall macroeconomy. The idiosyncratic factor captures counterparty-
specific characteristics. These statistical models are based on market data (where
available), as well as internal data comprising both quantitative and qualitative factors.
PDs are estimated considering the contractual maturities of exposures and estimated
prepayment rates. The estimation is based on current conditions, adjusted to take into
account estimates of future conditions that will impact PD.
The Group estimates the remaining lifetime PD of exposures and how these are expected
to change over time. The Group uses the Moody’s RiskCalc tool to assign a risk rating to
each counterparty which represents the probability of default. The factors considered in
this process include macro-economic data including GDP per region – UK, Americas,
Eurozone, Asia, Sub-Saharan Africa (SSA), and Middle East and North Africa (MENA). The
Group generates a ‘base case’ scenario of the future direction of relevant economic
variables as well as a representative range of other possible forecast scenarios. The Group
then uses these forecasts, which are probability-weighted, to adjust its estimates of PDs.
ii. Loss Given Default
The LGD is an estimate of the loss arising on default. It is based on the difference between
the contractual cash flows due and those that the lender would expect to receive, taking
into account cash flows from any collateral. The LGD model for portfolio incorporates
information on time of recovery, recovery rates, and seniority of claims. The calculation is
on a discounted cash flow basis, where the cash flows are discounted by the original
effective interest rate (EIR) of the loan.
iii. Exposure at Default
The EAD is the estimated total value of the Group’s exposures at the time of default. It
includes all the outstanding amounts, including the account balance, interest, fees, and
arrears as well as any default penalty and recovery fees associated with the defaulted
account. For the balance sheet exposure the EAD specifically includes the committed but
undrawn amount together with interest.
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Overview
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
f) Groupings based on shared risk characteristics
When ECL is measured on a collective basis (aggregating the results of each individual
calculation), the financial instruments are grouped on the basis of shared risk
characteristics, such as instrument type, credit risk grade, and regional split.
The groupings are reviewed on a regular basis to ensure that each group is comprised of
homogenous exposures.
g) Impairment of financial assets
The Group’s impairment loss on financial assets, undrawn commitments, and financial
guarantees that are subject to the expected credit loss model are as shown below:
Consolidated
2025
2024
£'000
£'000
Impairment recognised in profit or loss:
Decrease  in ECL for loans and advances on demand to banks
(14)
(20)
(Decrease)/increase in ECL for other loans and advances to banks
(13)
3
Increase/(decrease) in ECL for other loans and advances to non-
banks
94
(224)
Increase in ECL unsettled transaction exposures
4
5
Increase/(decrease) in ECL provision for investment in debt
securities at amortised cost
4
(6)
Increase/(decrease) in ECL for other assets
13
(37)
Decrease in ECL for accrued income
(2)
(1)
Total impairment reversal recognised in profit or loss for financial
assets
85
(280)
Increase in ECL for guarantees
1
–
(Decrease) in ECL for acceptances
–
(3)
Increase/(decrease) in ECL for confirmations
2
(1)
Increase/(decrease) in ECL for Working capital facilities
25
(166)
Total impairment reversal/(expense) recognised in profit or loss
113
(450)
176
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Overview
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Governance
Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
h) Credit quality
An analysis of the Group’s credit rating, maturity and credit risk concentrations per class of financial asset is provided in the following tables.
i. Portfolio grading
The table below displays a breakdown of the portfolio in terms of credit quality. Instruments with strong credit characteristics are categorised as ‘investment grade’ (risk grades 0 to 3), while
those with higher credit risk are categorised as ‘sub-investment grade’ (risk grades 4 to 7).
The table below comprises the maximum credit exposure (gross excluding ECL) by portfolio grading.
Consolidated
2025
2024
Exposure by grade
Investment
grade
Sub-investment
grade
Total
Investment
grade
Sub-investment
grade
Total
On-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
Cash and balances at central banks
257,867
–
257,867
584,679
–
584,679
Loans and advances on demand to banks
96,038
33,928
129,966
161,908
23,655
185,563
Other loans and advances to banks
24,257
250,737
274,994
666
179,482
180,148
Other loans and advances to non-banks
–
21,704
21,704
–
32,835
32,835
Unsettled transactions
289
8,613
8,902
3,212
7,658
10,870
Investment in debt securities at amortised cost
234,792
–
234,792
246,028
–
246,028
Investment in debt securities at fair value through OCI
442,751
–
442,751
–
–
–
Other assets
–
3,494
3,494
12
3,396
3,408
Accrued income
–
2,037
2,037
–
927
927
Total on-balance sheet exposure
1,055,994
320,513
1,376,507
996,505
247,953
1,244,458
The table below summarises the total off-balance sheet exposure.
Consolidated
2025
2024
Exposure by grade
Investment
grade
Sub-investment
grade
Total
Investment
grade
Sub-investment
grade
Total
Off-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
Financial guarantees
–
818
818
–
809
809
Acceptances
–
430
430
–
1,698
1,698
Confirmations
–
3,962
3,962
228
23,018
23,246
Working capital facilities
–
9,169
9,169
–
14,555
14,555
Total off-balance sheet exposure
–
14,379
14,379
228
40,080
40,308
Total exposure
1,055,994
334,892
1,390,886
996,733
288,033
1,284,766
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Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
ii. Breakdown by country/region
The table below describes the gross amounts by location for each asset class.
2025
Consolidated
Exposures by region
Americas
UK
Europe
Africa
Middle East
Asia
Total
On-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Cash and balances at central banks
–
257,867
–
–
–
–
257,867
Loans and advances on demand to banks
27,919
29,896
32,369
26,667
3,991
9,124
129,966
Other loans and advances to banks
10,589
53,200
462
183,977
–
26,766
274,994
Other loans and advances to non-banks
–
16,565
–
5,139
–
–
21,704
Unsettled transactions
–
174
766
7,057
905
–
8,902
Investment in debt securities at amortised cost
186,445
48,347
–
–
–
–
234,792
Investment in debt securities at fair value through OCI
386,015
34,943
21,793
–
–
–
442,751
Other assets
–
755
13
2,696
30
–
3,494
Accrued income
–
2,037
–
–
–
–
2,037
Total on-balance sheet exposure
610,968
443,784
55,403
225,536
4,926
35,890
1,376,507
2024
Consolidated
Exposures by region
Americas
UK
Europe
Africa
Middle East
Asia
Total
On-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Cash and balances at central banks
–
584,679
–
–
–
–
584,679
Loans and advances on demand to banks
23,422
30,267
96,841
21,874
2,529
10,630
185,563
Other loans and advances to banks
9,975
26,486
–
134,396
–
9,291
180,148
Other loans and advances to non-banks
6
25,654
–
6,377
798
–
32,835
Unsettled transactions
3,200
11
–
7,659
–
–
10,870
Investment in debt securities at amortised cost
51,652
44,477
121,720
–
–
28,179
246,028
Other assets
–
1,562
–
1,846
–
–
3,408
Accrued income
–
927
–
–
–
–
927
Total on-balance sheet exposure
88,255
714,063
218,561
172,152
3,327
48,100
1,244,458
178
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Financial
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Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
The total off-balance sheet exposure is broken down below.
2025
Consolidated
Exposures by region
Americas
UK
Africa
Total
Off-balance sheet exposure
£’000
£’000
£’000
£’000
Financial guarantees
–
–
818
818
Acceptances
–
–
430
430
Confirmations
–
–
3,962
3,962
Working capital facilities
–
7,755
1,414
9,169
Total off-balance sheet exposure
–
7,755
6,624
14,379
2024
Consolidated
Exposures by region
Americas
UK
Africa
Total
Off-balance sheet exposure
£’000
£’000
£’000
£’000
Financial guarantees
–
–
809
809
Acceptances
–
–
1,698
1,698
Confirmations
228
–
23,018
23,246
Working capital facilities
–
–
14,555
14,555
Total off-balance sheet exposure
228
–
40,080
40,308
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Financial
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Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
iii. Breakdown by maturity
The table below describes the gross carrying amount per maturity for each asset class.
Consolidated
2025
2024
Exposure by maturity
3 months or less
More than 3
months
Total
3 months or less
More than 3
months
Total
On-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
Cash and balances at central banks
257,867
–
257,867
584,679
–
584,679
Loans and advances on demand to banks
129,966
–
129,966
185,563
–
185,563
Other loans and advances to banks
125,402
149,592
274,994
89,443
90,705
180,148
Other loans and advances to non-banks
21,704
–
21,704
32,835
–
32,835
Unsettled transactions
8,902
–
8,902
10,870
–
10,870
Investment in debt securities at amortised cost
134,115
100,677
234,792
35,729
210,299
246,028
Investment in debt securities at fair value through OCI
316,011
126,740
442,751
–
–
–
Other assets
3,494
–
3,494
2,896
512
3,408
Accrued income
2,037
–
2,037
927
–
927
Total on-balance sheet exposure
999,498
377,009
1,376,507
942,942
301,516
1,244,458
The total off-balance sheet exposure is broken down below.
Consolidated
2025
2024
Exposure by maturity
3 months or less
More than 3
months
Total
3 months or less
More than 3
months
Total
Off-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
Financial guarantees
743
75
818
250
559
809
Acceptances
430
–
430
1,430
268
1,698
Confirmations
3,484
478
3,962
22,555
691
23,246
Working capital facilities
9,169
–
9,169
–
14,555
14,555
Total off-balance sheet exposure
13,826
553
14,379
24,235
16,073
40,308
Total exposure
1,013,324
377,562
1,390,886
967,177
317,589
1,284,766
180
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Governance
Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
iv. Loss allowance
The tables below describe gross carrying amount, loss allowance, and carrying amount after loss allowance per class of assets.
Consolidated
2025
2024
Gross carrying
amount
Loss allowance
Total
Gross carrying
amount
Loss allowance
Total
On-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
Cash and balances at central banks
257,867
–
257,867
584,679
–
584,679
Loans and advances on demand to banks
129,966
(20)
129,946
185,563
(4)
185,559
Other loans and advances to banks
274,994
(38)
274,956
180,148
(64)
180,084
Other loans and advances to non-banks
21,704
(183)
21,521
32,835
(239)
32,596
Unsettled transactions
8,902
(2)
8,900
10,870
(4)
10,866
Investment in debt securities at amortised cost
234,792
(2)
234,790
246,028
(7)
246,021
Investment in debt securities at fair value through OCI
442,751
–
442,751
–
–
–
Other assets
3,494
(5)
3,489
3,408
(18)
3,390
Accrued income
2,037
(4)
2,033
927
(2)
925
Total on-balance sheet exposure
1,376,507
(254)
1,376,253
1,244,458
(338)
1,244,120
The off-balance sheet exposure is broken down below.
Consolidated
2025
2024
Gross carrying
amount
Loss allowance
Total
Gross carrying
amount
Loss allowance
Total
Off-balance sheet exposure
£’000
£’000
£’000
£’000
£’000
£’000
Financial guarantees
818
–
818
809
(1)
808
Acceptances
430
–
430
1,698
–
1,698
Confirmations
3,962
(1)
3,961
23,246
(2)
23,244
Working capital facilities
9,169
(36)
9,133
14,555
(62)
14,493
Total off-balance sheet exposure
14,379
(37)
14,342
40,308
(65)
40,243
Total exposure
1,390,886
(291)
1,390,595
1,284,766
(403)
1,284,363
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
v. Breakdown as a function of staging
An analysis of the Group’s expected credit loss per class of financial asset, internal rating, and staging without taking into account the effects of any collateral or other credit enhancements is
provided in the following tables.
2025
2024
Consolidated
£'000
£'000
ECL
Stage 1
Stage 2
Stage 3
Stage 1
Stage 2
Stage 3
Loans and advances on demand to banks
20
–
–
3
1
–
Sub-investment grade
20
–
–
3
1
–
Other loans and advances to banks
38
–
–
29
3
–
Sub-investment grade
38
–
–
29
3
–
Other loans and advances to non-banks
90
–
93
3
175
93
Sub-investment grade
90
–
93
3
175
93
Unsettled transactions
2
–
–
3
1
–
Sub-investment grade
2
–
–
3
1
–
Investment in debt securities at amortised cost
2
–
–
7
–
–
Investment grade
2
–
–
7
–
–
Other asset exposures
5
–
–
18
–
–
Sub-investment grade
5
–
–
18
–
–
Accrued income
4
–
–
2
–
–
Sub-investment grade
4
–
–
2
–
–
Total on-balance sheet ECL
161
–
93
65
180
93
Total on-balance sheet ECL
254
338
182
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Financial
Statements
Appendix
Notes to the Financial Statements continued
for the year ended 31 December 2025
The off-balance sheet breakdown of ECL per instrument at each stage is shown below:
Year
2025
2024
ECL
£'000
£'000
Off-balance sheet items
Stage 1
Stage 2
Stage 3
Stage 1
Stage 2
Stage 3
Financial guarantees
–
–
–
–
1
–
Investment grade
–
–
–
–
–
–
Sub-investment grade
–
–
–
–
1
–
Acceptances
–
–
–
–
–
–
Investment grade
–
–
–
–
–
–
Sub-investment grade
–
–
–
–
–
–
Confirmation
1
–
–
2
–
–
Investment grade
–
–
–
–
–
–
Sub-investment grade
1
–
–
2
–
–
Working capital facilities
36
–
–
–
62
–
Investment grade
–
–
–
–
–
–
Sub-investment grade
36
–
–
–
62
–
Total off-balance sheet ECL
37
–
–
2
63
–
Total off-balance sheet ECL
37
65
Total ECL per stage
198
–
93
67
243
93
Total ECL
291
403
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Notes to the Financial Statements continued
for the year ended 31 December 2025
The on-balance sheet and off-balance sheet breakdown of maximum exposure per instrument at each stage is shown below.
2025
2024
Maximum exposure per staging
£'000
£'000
On-balance sheet items
Stage 1
Stage 2
Stage 3
Stage 1
Stage 2
Stage 3
Cash and balances at central banks
257,867
–
–
584,679
–
–
Loans and advances on demand to banks
129,657
309
–
184,658
905
–
Other loans and advances to banks
269,755
5,239
–
171,020
9,128
–
Other loans and advances to non-banks
21,611
–
93
731
32,010
94
Unsettled transactions
8,902
–
–
9,404
1,466
–
Investment in debt securities at amortised cost
234,792
–
–
246,028
–
–
Investment in debt securities at fair value through OCI
442,751
–
–
–
–
–
Other asset exposures
3,494
–
–
3,318
90
–
Accrued income
2,037
–
–
927
–
–
Total on-balance sheet maximum exposure per stage
1,370,866
5,548
93
1,200,765
43,599
94
Total on-balance sheet maximum exposure
1,376,507
1,244,458
Off-balance sheet items
Financial guarantees
818
–
–
649
160
–
Acceptances
152
278
–
1,306
392
–
Confirmation
3,690
272
–
20,399
2,847
–
Working capital facilities
9,169
–
–
–
14,555
–
Total off-balance sheet maximum exposure per stage
13,829
550
–
22,354
17,954
–
Total off-balance sheet maximum exposure
14,379
40,308
Total maximum exposure per stage
1,384,695
6,098
93
1,223,119
61,553
94
Total maximum exposure
1,390,886
1,284,766
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Notes to the Financial Statements continued
for the year ended 31 December 2025
34.  Liquidity Risk
Information relating to the liquidity risk policy is provided in the Strategic Report. The undiscounted liquidity cash flow profile of the Group’s financial liabilities (including interest receivable/
payable on maturity) is as follows:
Consolidated
Less than 3
months
3 months
1 year
More than
or on demand
– 1 year
– 5 years
5 years
Total
Liabilities 2025
£'000
£'000
£'000
£'000
£'000
Non-derivative liabilities
Customer accounts
1,395,212
41,321
–
–
1,436,533
Unsettled transactions
20,772
–
–
–
20,772
Other liabilities
3,098
–
–
–
3,098
Accruals
13,451
–
–
–
13,451
Lease liabilities
838
2,485
16,028
5,579
24,930
Total
1,433,371
43,806
16,028
5,579
1,498,784
Derivative liabilities
Derivative financial instruments
1,384
–
–
–
1,384
Consolidated
Less than 3
months
3 months
1 year
More than
or on demand
– 1 year
– 5 years
5 years
Total
Liabilities 2024
£'000
£'000
£'000
£'000
£'000
Non-derivative liabilities
Customer accounts
1,523,028
64,138
–
–
1,587,166
Unsettled transactions
35,115
–
–
–
35,115
Other liabilities¹
3,299
–
–
–
3,299
Accruals
10,380
–
–
–
10,380
Lease liabilities
108
289
13,375
11,656
25,428
Total
1,571,930
64,427
13,375
11,656
1,661,388
Derivative liabilities
Derivative financial instruments
539
–
–
–
539
1 Excludes non-financial liabilities such as HM Revenue & Customs.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
a) Company financial liabilities
The undiscounted liquidity cash flow profile of the Company’s financial assets and financial liabilities (including interest receivable/payable) is as follows:
Company
Less than 1 month
1 month
3 months
1 year
2 years
or on demand
– 3 months
– 1 year
– 2 years
– 5 years
Total
Liabilities 2025
£'000
£'000
£'000
£'000
£'000
£'000
Intercompany payables
14,174
–
–
–
–
14,174
Accruals
46
–
–
–
–
46
Other liabilities
–
–
–
–
–
–
Total
14,220
–
–
–
–
14,220
Company
Less than 1 month
1 month
3 months
1 year
2 years
or on demand
– 3 months
– 1 year
– 2 years
– 5 years
Total
Liabilities 2024
£'000
£'000
£'000
£'000
£'000
£'000
Intercompany payables
18,262
–
–
–
–
18,262
Accruals
736
–
–
–
–
736
Other liabilities
65
–
–
–
–
65
Total
19,063
–
–
–
–
19,063
The Company has a bank account with its subsidiary CAB through which it settles its liabilities. The financial liabilities of the Company largely constitute an intercompany payable to CAB.
Although this liability is payable on demand, management does not expect its subsidiary to demand payment. There were no other financial assets in 2024.
Where the Company is required to make any external payments, its subsidiary CAB advances the cash to the Company as needed. Therefore, the Company’s liquidity risk is negligible.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
35.  Currency Risk
The table below shows the Group’s net currency exposures that give rise to the net currency gains and losses recognised in the statements of profit or loss and other comprehensive income.
Such exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in sterling. The Group has structural FX positions derived from non-GBP
balances held within CAB US Inc and CAB Europe. Non-structural positions are driven by transactions to fund local currency nostro balances and unsettled spot FX transactions.
At 31 December, the net exposures by currency were as follows:
Consolidated – Net foreign currency monetary (liabilities) / assets in £’000
2025 Currency
US Dollar
Euro
KES
UGX
Other
Total
(Liabilities)/assets
(24,712)
(40,150)
187
423
8,692
(55,560)
Net forward purchases/(sales)
20,884
39,039
(116)
21
(4,733)
55,095
(3,828)
(1,111)
71
444
3,959
(465)
Change in assets/(liabilities) due to a change in currency value by
+100 basis points
(38)
(11)
1
4
40
(5)
-100 basis points
38
11
(1)
(4)
(40)
5
Consolidated – Net foreign currency monetary (liabilities) / assets in £’000
2024 Currency
US Dollar
Euro
KES
UGX
Other
Total
(Liabilities)/assets
(406,715)
(91,378)
778
112
(10,067)
(507,270)
Net forward purchases/(sales)
408,714
92,328
(199)
(79)
12,874
513,638
1,999
950
579
33
2,807
6,368
Change in assets/(liabilities) due to a change in currency value by
+100 basis points
20
10
6
–
28
64
-100 basis points
(20)
(10)
(6)
–
(28)
(64)
An analysis of the total financial instruments, split between GBP and other currencies, is as follows:
Consolidated
2025
2024
£'000
£'000
Assets
Denominated in other currencies
1,257,218
1,001,913
Liabilities and equity
Denominated in other currencies
1,312,779
1,509,183
A 10% appreciation in the value of GBP against all other currencies would increase the Group’s profit or loss value by £46k decrease (2024: £637k increase).
A 10% depreciation in the value of GBP against all other currencies would decrease the Group’s profit or loss value by £46k increase (2024: £637k decrease).
All of the Company’s assets and liabilities in 2025 were denominated in GBP (2024: GBP).
Therefore, the Company is not subjected to currency risk.
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for the year ended 31 December 2025
36.  Interest Rate Risk
Interest Rate Risk in the Banking Book (IRRBB) is assessed and measured on a behavioural basis by applying behavioural assumptions including those for the behaviour of non-maturity
deposits and the investment of capital. This assessment is performed across a range of regulatory prescribed and internal interest rate shock scenarios IRRBB is measured through a
combination of economic value and earnings-based measures:
■ Economic value sensitivity – a range of interest rate scenarios is applied to assess a change in market value of assets, liabilities and off-balance sheet items repricing at different times for
an unexpected change in interest rates.
■ Net interest income sensitivity – impact on earnings over a defined period of an unexpected change in interest rates.
These measures are monitored at least monthly and were as follows at 31 December:
2025
2024
Economic Value (consolidated)
£’000
£’000
‘+ 200bp parallel shift in yield curve¹
(1,570)
8,165
‘– 200bp parallel shift in yield curve¹
1,579
(8,826)
Net interest income sensitivity (12-month period)
+100bp parallel shift in yield curve
1,706
8,795
– 100bp parallel shift in yield curve
(1,706)
(8,795)
1    2024 economic value sensitivity has been restated to reflect the behaviouralisation of non-maturity deposits (previously included on a contractual repricing basis). The decrease in sensitivity for both the economic value and net interest income metrics is as a
result of the structural hedge of non-maturity deposits implemented in 2025 protecting the Group against unexpected downward shocks in interest rates.
Company only disclosures
None of the Company’s assets or liabilities in 2025 or 2024 earned interest. Therefore, the Company is not subject to interest rate risk.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
37.  Capital Management
Capital risk is the risk that the Group has insufficient capital resources to meet the
minimum regulatory requirements in all jurisdictions where regulated activities are
undertaken, to support its credit rating and to support its growth and strategic options.
a) Capital risk management
In addition to the management of liquidity and market risks, the Assets & Liabilities
Committee (ALCO) is responsible for ensuring the effective management of capital risk
throughout the Group. Specific levels of authority and responsibility in relation to capital
risk management have been assigned to the appropriate committees.
b) Externally imposed capital requirements
Companies within the Group are subject to regulatory requirements (on an entity and/or a
consolidated basis) imposed by the PRA and/or the FCA. Such regulations include the
requirement, at all times, to carry sufficient regulatory capital to meet the underlying capital
requirements and mitigate against unexpected losses.
Capital risk is measured and monitored using limits set in relation to capital, all of which are
calculated in accordance with relevant regulatory requirements.
The Group’s regulatory capital consists solely of Common Equity Tier 1 capital which
includes ordinary share capital, retained earnings, investment revaluation reserve, debt
revaluation reserve and foreign currency translation reserve after deductions for goodwill,
intangible assets, and other regulatory adjustments relating to items that are included in
equity but are treated differently for capital adequacy purposes.
The Group and its regulated trading subsidiary calculate those capital requirements on a
daily basis and, using a traffic light warning system based on an internal buffer, reports to
the Assets and Liabilities Committee, or, should the need arise, the Board. The Group’s
capital plans are developed with the objective of maintaining capital that is adequate in
quantity and quality to support the Group’s risk profile, regulatory, and business needs.
Capital forecasts are continually monitored against relevant internal target capital ratios to
ensure they remain appropriate and consider risks to the plan including possible future
regulatory changes.
The Group manages capital risk on an ongoing basis through other means such as:
■ Stress testing: internal Group-wide stress testing is undertaken to quantify and
understand the impact of sensitivities on the capital plan and capital ratios arising from
stressed macro-economic conditions. Reverse stress testing is also performed to identify
the extent of stress that could be survived before limits are breached.
■ Risk mitigation: as part of the stress testing process, actions are identified that should
be taken to mitigate the risks that could arise in the event of material adverse changes
in the current economic and business environment.
■ Senior management awareness and transparency: Capital management information is
readily available at all times to support the Group’s executive management’s strategic
and day-to-day business decision making, as may be required.
Full details of the capital adequacy requirements for each of the Group’s regulated entities
are provided in its Pillar 3 disclosures which can be found on the website of CPH
(cabpayments.com). The Pillar 3 disclosures are not audited.
c) Capital management in relation to the Company
The Company manages its capital to ensure that it will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of the debt
and equity balance. The Company’s overall strategy remains unchanged from 2024. The
Company is not subject to any externally imposed capital requirements.
The capital resources of the Company consists of equity (called up share capital and
retained earnings as disclosed in Notes 26 and 27).
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for the year ended 31 December 2025
38.  Classification of Financial Instruments
The carrying values of the Group’s financial assets and financial liabilities are summarised
by category below:
Consolidated
2025
2024
Financial assets
£’000
£’000
Mandatorily measured at fair value through profit or loss
Money market funds
218,157
488,197
Derivative financial instruments
489
4,884
218,646
493,081
Measured at amortised cost
Cash and balances at central banks
257,867
584,679
Loans and advances on demand to banks
129,946
185,559
Other loans and advances to banks
274,956
180,084
Other loans and advances to non-banks
21,521
32,596
Investment in debt securities at amortised cost
234,790
246,021
Unsettled transactions
8,900
10,866
Other assets (excluding non-financial assets)
3,489
3,390
Accrued income
2,033
925
933,502
1,244,120
Measured at fair value through other comprehensive income
Investment in debt securities at FVTOCI
442,751
–
Investment in equity securities
679
553
Consolidated
2025
2024
Financial liabilities
£'000
£'000
Mandatorily measured at fair value through profit or loss
Derivative financial instruments
1,384
539
1,384
539
Measured at amortised cost
Customer accounts
1,436,533
1,585,000
Unsettled transactions
20,772
35,173
Other liabilities (excluding non-financial liabilities)
3,098
3,299
Lease liabilities
19,037
18,069
Accruals
13,451
10,380
1,492,891
1,651,921
Company financial instruments
Company
2025
2024
Financial assets measured at amortised cost
£’000
£’000
Other assets
424
500
Intercompany receivables
–
273
424
773
There were no loss allowances recognised for the Company’s financial assets as the
carrying amount is insignificant.
Company
2025
2024
Financial liabilities measured at amortised cost
£’000
£’000
Intercompany payables¹
14,174
18,262
Other liabilities
–
65
14,174
18,327
1Intercompany payables are balances borrowed by the Company from a subsidiary company to be used in its operations.
The Company had no financial assets valued at FVTPL or FVTOCI as at 31 December 2025
and 31 December 2024.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
39.  Fair Value Measurements
a) Fair value methodology
Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. Fair values
are determined at prices quoted in active markets, where available. In some instances, such
price information is not available for all instruments and the Group applies valuation
techniques to measure such instruments. These valuation techniques make maximum use
of market observable data but in some cases, management estimate unobservable market
inputs within the valuation model. There is no standard model and different assumptions
would generate different results. To provide an indication about the reliability of the inputs
used in determining fair value, the Group has classified its financial instruments that are
measured at fair value into the three levels of fair value hierarchy explained further below,
based on the lowest level input that is significant to the entire measurement of the
instrument.
b) Fair value hierarchy
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities
Inputs to Level 1 fair value are quoted prices (unadjusted) in active markets for identical
assets. An active market is one in which transactions for the asset occur with sufficient
frequency and volume to provide pricing information on an ongoing basis.
Money market funds and exchange traded funds are valued at fair value based on the
price a willing buyer would pay for the asset. Any gain or loss is taken through the profit
and loss account. The money market funds include contractual terms such that they are
traded at par until the total market value of the underlying instruments deviates from that
par value by a certain amount (typically 20bps). The funds have each traded at par at all
times since the initial investment by the Group.
The fair value of the Group’s investment in debt securities at FVTOCI is determined by
using discounted cash flow models that use market interest rates as at the end of the
period.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly
The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivative financial instruments) is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value such an instrument are
observable, the instrument is included in Level 2.
Fair values of derivative financial instruments and investment in equity securities are
included in Level 2.
Level 3 – Unobservable inputs for the asset or liability
Inputs to Level 3 fair values are based on unobservable inputs for the assets at the last
measurement date. If all significant inputs required to fair value an instrument are
observable then the instrument is included in Level 2, if not it is included in Level 3.
There were no transfers between fair value hierarchy level during the year (2024: nil). There
were no changes in valuation techniques used during the year (2024: nil).
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Notes to the Financial Statements continued
for the year ended 31 December 2025
c) Financial assets and liabilities through FVTPL and FVTOCI are categorised at Level 1 or 2 fair value hierarchy
Financial assets and financial liabilities
at fair value
Valuation techniques
Inputs
Derivative financial assets
(FVTPL)
The Mark-to-Market (MTM) calculation for foreign currency forwards is performed within Core
Banking System (CBS) based on market inputs pulled from Reuters at the end of each trading day.
CBS applies a straight-line interpolation calculation to derive the requisite forward points for each
currency based on the maturity date of the transaction – these points are added to the spot rate to
derive a revaluation rate.
The MTM calculation for Interest Rate Swaps is performed with ALMIS system based on market
inputs pulled from Reuters at the end of each trading day.
Reuters quoted spot rates and forward points.
Market-observable yield curves, forward interest rate
curves.
Money market funds (FVTPL)
Net asset value based on the valuation of the underlying Level 1 investments.
Quoted market prices but not for identical assets.
Investment in debt securities
(FVTOCI)
Investments in debt securities measured at FVTOCI are valued using discounted cash flow (DCF)
techniques, which estimate fair value by discounting expected future contractual cash flows at
market-based discount rates. The discount rates incorporate observable yield-curve data, credit
spreads, and relevant market inputs consistent with the instrument’s risk profile. Fair value
measurements rely primarily on Level 1 observable inputs.
Market-observable yield curves, credit spreads, expected
cash flows, probability-of-default and loss-given-default
assumptions, and issuer-specific credit risk factors.
Investment in equity securities
(FVTOCI)
In order to undertake its business, the Group utilises the SWIFT payment system, the conditions of
which oblige participants to invest in the shares of SWIFT, in proportion to participants’ financial
contributions to SWIFT.
The fair value is calculated annually based on the share
price received from SWIFT and is approved annually.
Derivative financial liabilities
(FVTPL)
The MTM calculation for FX forwards is performed within CBS based on market inputs pulled from
Reuters at the end of each trading day.
CBS applies a straight-line interpolation calculation to derive the requisite forward points for each
currency based on the maturity date of the transaction – these points are added to the spot rate to
derive a revaluation rate.
The MTM calculation for Interest Rate Swaps is performed with ALMIS system based on market
inputs pulled from Reuters at the end of each trading day.
Reuters quoted spot rates and forward points.
Market-observable yield curves, forward interest rate
curves,
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Notes to the Financial Statements continued
for the year ended 31 December 2025
d) Financial assets and financial liabilities at fair value through profit or loss
Forward foreign exchange contracts have been transacted to economically hedge assets
and liabilities in foreign currencies with movements recognised at fair value through profit
or loss. Refer to Note 14 for derivatives and hedge accounting disclosures.
e) Amounts recognised in profit or loss
The gains, losses, and changes in fair values of financial assets at fair value through profit
or loss are recorded in the consolidated statement of profit or loss and other
comprehensive income as follows:
Consolidated
2025
2024
£'000
£'000
Gain on money market funds (Consolidated statement of profit or
loss)
14,688
16,070
Net loss on financial assets and financial liabilities mandatorily held
at fair value through profit or loss (Consolidated statement of profit
or loss)
(1,657)
(231)
f) Fair values of financial assets that are measured at amortised cost
For the Group and the Company, apart from the fixed rate bonds, the carrying amounts of
financial assets and liabilities measured at amortised cost are approximately the same as
their fair values due to their short-term nature. The fair value of the fixed rate bonds is
provided below.
g) Impairment and risk exposure
Information about the impairment of financial assets, their credit quality and the Group’s
exposure to credit risk can be found in the accounting policy note for financial instruments,
and in Note 33.
h) Financial liabilities measured at amortised cost
For the Group and the Company, the carrying amounts of financial liabilities at amortised
cost are approximately the same as their fair values due to their short-term nature.
i) Financial instruments measured at fair value
The valuation levels of the financial assets and financial liabilities accounted for at fair
value are as follows:
Consolidated
Level 1
Level 2
Sensitivity
Asset/(liability) type – 2025
£'000
£'000
Stress on Notional balances
£'000
Financial assets at fair value
– Money market funds
218,157
–
1% increase in interest
rates
(448)
– Derivative financial assets - FX
Fowards
–
355
£ exchange-rate rise
of 1%
(4)
– Derivative financial assets -
Interest rate swaps
–
134
1% increase in interest
rates
(592)
– Investment in debt securities at
FVTOCI
442,751
–
1% increase in interest
rates
(574)
– Investment in equity securities
–
679
Equity price +5%
34
Financial liabilities at fair value
– Derivative financial liabilities - FX
Forwards
–
(618)
£ exchange-rate rise
of 1%
(926)
– Derivative financial liabilities -
Interest rate swaps
–
(766)
1% increase in interest
rates
(4,229)
660,908
(216)
(6,739)
Consolidated
Level 1
Level 2
Sensitivity
Asset/(liability) type – 2024
£'000
£'000
Stress on Notional balances
£'000
Financial assets at fair value
– Money market funds
488,197
–
1% increase in interest
rates
(4,625)
– Derivative financial assets - FX
Forwards
–
4,884
£ exchange-rate rise of
1%
(4,184)
– Investment in equity securities
–
553
Equity price +5%
28
Financial liabilities at fair value
– Derivative financial liabilities -FX
Forwards
–
(539)
£ exchange-rate rise of
1%
(901)
488,197
4,898
(9,682)
These are all recurring fair value measurements. There were no financial assets classified
as Level 3, and there were no movements between fair value levels.
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Notes to the Financial Statements continued
for the year ended 31 December 2025
j) Fair value and carrying amount of investment in debt securities
Consolidated
2025
2024
£'000
£'000
Carrying value
Fair value
Carrying value
Fair value
Fixed and floating rate bonds
– US Treasury Bills (excluding
accrued interest)
133,566
133,522
–
–
– Other fixed rate bonds (excluding
accrued interest)
51,864
51,922
200,354
200,280
Floating rate bonds
48,453
48,471
43,493
43,516
Accrued interest
950
950
2,079
2,079
234,833
234,865
245,926
245,875
Note: the fair values of the fixed rate bonds are based on market quoted prices. They are classified as Level 1 fair values in the
fair value hierarchy due to the liquid nature of the bond holdings, having observable and transparent secondary market
pricing. The carrying values of the investments in debt securities at FVTOCI is equal to the fair values.
40.  Earnings Per Share
The calculation of the basic and diluted earnings per share at the reporting date is based
on the following data:
Consolidated
2025
2024
Earnings attributable to owners of the Group:
£'000
£'000
Continuing operations
13,556
14,212
13,556
14,212
2025
2024
Weighted average number of ordinary shares
£'000
£'000
Weighted average number of ordinary shares for basic earnings
per share
254,143
253,863
Effect of dilutive share awards¹
6,595
280
Weighted average number of ordinary shares for diluted
earnings per share
260,738
254,143
1  This comprises the 2025 LTIP awards expected to vest as the targets have been assessed as achievable. The awards for
the 2023 and 2024  LTIP schemes are not expected to vest and therefore, do not have a dilutive effect.
The basic and diluted earnings per share are as follows:
2025
2024
pence
pence
Basic and diluted earnings per share
Basic EPS
5.4
5.6
Diluted EPS
5.2
5.3
41.  Events after the Reporting Period
On the 2 March 2026 the Helios Consortium announced its firm intention to make an offer
for the entire issued and to be issued share capital of CAB Payments (excluding the shares
already owned or controlled by Helios Fund III) at the price of USD 1.15 per CAB Payments
share in cash, together with an unlisted, illiquid, non-voting share alternative.  The
independent Board has had direct dialogue with Helios and has continued to engage
extensively with a significant number of the Company's larger shareholders. Following this
engagement, the Independent Board believes that the offer is highly opportunistic and
fundamentally undervalues CAB Payments and its future prospects.
There were no other events after the reporting period requiring disclosure or further
adjustments to the financial information. 
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Overview
Strategic Report
Governance
Financial
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Appendix
Shareholder Information
Alternative Performance
Measures
Glossary
Contact Details
Appendix
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Shareholder Information
Financial Calendar 2026
5 March 2026
2025 Full year results
29 April 2026
Annual general meeting
30 June 2026
Half year end
August 2026
Half year results
31 December 2026
Financial year end
March 2027
2026 Full year results
Ordinary Shares
The Company’s ordinary shares are traded on the London Stock Exchange (ticker: CABP;
ISIN: GB00BMCYKB41; SEDOL: BMCYKB4).
AGM
The Company’s annual general meeting will be held in-person at 2.00pm on Wednesday
29 April 2026 at the Company’s offices at 3 London Bridge Street, London SE1 9SG, with a
webcast available on the Company’s website.
Company’s Registrar
Enquiries concerning shareholdings, change of address or other particulars should be
directed in the first instance to the Company’s registrar, Equiniti, on +44 (0)371 384 2030.
Equiniti also provides a range of online shareholder information services at
www.shareview.co.uk, where shareholders can check their holdings and find practical help
on transferring shares or updating their details.
Shareholder Security
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares
at a discount or offers of free reports about the Company.
Details of any share dealing facilities that the Company endorses will be included in
the Company’s mailings or on our website. More detailed information can be found at
www.fca.org.uk/consumers.
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Alternative Performance Measures and Key Performance
Alternative performance measures
CAB Payments uses alternative performance measures (APM) when presenting its
financial results. Management believe these provide stakeholders with additional useful
information to interpret the underlying performance of the business. They are used by the
Directors and management to monitor performance. 
APMs used within this annual report are supplemental to, but not a substitute for, IFRS
measures presented within the Financial Statements. They may not be comparable with
the APMs of other companies. The APMs are calculated on the same basis as the prior
year. 
EBITDA
The key measure of profitability used internally at Executive Committees and Board, and
externally with investors.
It is calculated as Profit before Tax and IFRS 16 lease liability interest expense,
depreciation and amortisation. Although it is typical to calculate EBITDA before interest,
our net interest income is generated from client deposits and subsequent reinvestment to
generate returns for shareholders and therefore remains included within EBITDA.
The calculation for EBITDA can be seen in Note 3 Segment reporting.
Adjusted EBITDA and Adjusted EBITDA Margin
The Group believes that Adjusted EBITDA is a useful measure for investors because it is
closely tracked by management to evaluate the Group’s performance for making financial,
strategic and operating decisions, as well as aiding investors to understand and evaluate
the underlying trends in the Group’s performance period on period, in a comparable
manner.
Adjusted EBITDA margin is another measure of profitability, by understanding how much
of the income is converted to profit, by calculating Adjusted EBITDA as a percentage of
total income.
Adjusted EBITDA
Reference
Twelve Months Ended 31 December
2025
2024
£’000
£’000
EBITDA from continuing
operations
Note 3
A
30,525
27,024
Add back: Non-underlying items
Note 9 a)
B
4,674
3,741
Adjusted EBITDA
A+B
35,199
30,765
Twelve Months Ended 31 December:
2025
2024
Adjusted EBITDA margin
Reference
£'000
£'000
Adjusted EBITDA
Table above
A
35,199
30,765
Total Income
Consolidated
Statement of
Profit or Loss
B
118,989
106,441
Adjusted EBITDA margin
A / B
30%
29%
Adjusted Profit, Earnings Per Share and Adjusted Earnings per Share
A measure of profitability based on adjusting the statutory profit after tax by removing
identified items that do not form part of the ongoing running costs of the business.
Adjusted Profit After Tax
Reference
Twelve Months Ended 31 December
2025
2024
£’000
£’000
Profit Before Tax
Consolidated
Statement of
Profit or Loss
A
18,521
17,594
Add back: Non-underlying items
Consolidated
Statement of
Profit or Loss
B
4,674
3,741
Adjusted Profit Before Tax
C = A+B
23,195
21,335
Adjusted Tax (at standard
rates: 2024: 25%)
D
(5,799)
(5,334)
Adjusted Profit After Tax
E = C-D
17,396
16,001
Number of Shares
Note 26
F
254,143,218
254,143,218
Adjusted basic Earnings Per
Share (£)
E / F
0.068
0.063
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Alternative Performance Measures and Key Performance Indicators continued
Operating Free Cash Flow and Free Cash Flow conversion
A measure of cash flow generated by the business. It is a non-statutory measure used by
the Board and the senior management team to measure the ability of the Group to support
future business expansion, distributions, or financing. It is calculated as Adjusted EBITDA
before the cost of purchasing property, plant and equipment, the cost of intangible asset
additions, and the cost of lease payments. The Group also measures free cash flow
conversion, being operating free cash flow as a percentage of Adjusted EBITDA.
Twelve Months Ended
31 December:
2025
2024
Operating free cash flow:
Reference
£'000
£'000
Adjusted EBITDA
Note 3 (b)
A
35,199
30,765
Less: additions of tangible
fixed assets
Consolidated
Statement of Cash
Flows
(134)
(2,428)
Less: additions of intangible
fixed assets
Consolidated
Statement of Cash
Flows
(7,639)
(12,524)
Less: cash payments made on
property leases
Note 19 B
(238)
(328)
Operating free cash flow
B
27,188
15,485
Operating free cash flow
conversion
B / A
77%
50%
Alternative Interest Income
The Group measures and monitors net interest income by its underlying commercial driver,
which enables evaluation of performance in consideration of return on capital deployed
and product profitability. This is done by capturing interest income by source and
spreading the interest expense through an internal transfer pricing mechanism.
Twelve Months Ended 31 December:
2025
2024
Alternative Interest Income:
Reference
£'000
£'000
Net interest income
Consolidated Statement of
Profit or Loss
26,009
20,454
Gains on money market
funds
Consolidated Statement of
Profit or Loss
14,688
16,070
Net loss on financial assets
and financial liabilities
mandatorily held at fair
value through profit or loss
Consolidated Statement of
Profit or Loss
(1,616)
(247)
Total
39,081
36,277
Net interest income from
cash management
32,192
31,772
Trade finance net interest
income
5,105
3,640
Working capital facilities net
interest income
1,784
865
Total
39,081
36,277
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Alternative Performance Measures and Key Performance Indicators continued
Adjusted cost - income ratio
The Cost-Income ratio measures operating efficiency and is calculated as operating
expenses before non-recurring expenses divided by total operating income, expressed as a
percentage. It indicates how much operating cost is incurred to generate one unit of
operating income; a lower ratio reflects greater efficiency.
Twelve Months Ended
31 December:
2025
2024
Cost - Income Ratio
Reference
£'000
£'000
Operating expenses excluding Non-
underlying items
Consolidated Statement of
Profit or Loss
94,523
84,659
Operating Income
Consolidated Statement of
Profit or Loss
118,989
106,441
Cost-income ratio
79%
80%
Key performance indicator definitions
In 2025, the Group reviewed its key performance indicators (KPIs) to ensure they remain
aligned with the Group’s strategic priorities and provide stakeholders with more
meaningful insights into performance. As a result of this review, the Group replaced the
Capital and Capital Surplus, Operating free cash flow and conversion, number of currencies
and Income per client KPIs with the Cost-Income ratio, Earnings per share (EPS) and
Adjusted EPS, Average deposits and Adjusted EBITDA per full-time equivalent employee to
align with the newly formed performance measures. These measures reflect how
management monitor and track performance of the business throughout the year. The rest
of the KPIs remained the same and are defined as follows:
Wholesale FX and Payment FX volumes (2024 KPI)
The FX business is reported across a number of products: Wholesale FX, Payment FX, and
Pension FX. This income is measured collectively by the Group as the underlying economic
drivers are broadly the same. The income, volume, and margins are all measured and
monitored, along with the underlying currencies, to help the Group understand broader
income performance.
The reported figures represent the accumulated income from all trades undertaken during
the year, where the income of a single transaction has been generated from the bid/ask
spread and any associated fees if the converted funds are then paid to a third-party
beneficiary.
Wholesale FX and Payment FX income is the same as the Net Foreign Exchange gain
reflected in the Consolidated Statement of Profit or Loss.
Number of Unique Active Clients (2024 KPI)
The Group measures the number of unique clients and their associated value to the
organisation, in order to understand the impact through the organisational operations.
A key element of success for the Group is to continue to bring on board new clients to help
grow the top line Total Income. The number of unique clients is derived at a Group entity
level, that contributed revenue in the preceding 12 months across any of the CAB
Payments product offering. The Group is focused on a higher quality of earnings from its
client base, ensuring that it maximises share of wallet and ensuring a cost-effective client
relationship, with a particular focus on ensuring all clients generate more than £100k per
annum.
Number of Banking Partners (2024 KPI)
The Group counts and measures its number of Banking Partners to understand the
fortification of our global payment capability and the support there is for the FX specialism.
The strategic aim is to continue to grow Banking Partners, either in the markets we
currently serve, to provide competitive pricing, or to bring online new markets.
Development Aid Flows (2024 KPI)
This is the subsection of the Wholesale and Payment FX volumes from International
Developed Organisations into Emerging Markets.
Gender Diversity in Management (2024 KPI)
The Board and Senior Management are committed to driving diversity and equality in the
workforce, and do this through measurement of gender diversity at management level,
which is defined as: number of female Vice President (VP), Senior Vice President (SVP),
Directors (D), Managing Directors (MD), and Executive Vice President (EVP) (excludes
Board) as a percentage of the overall FTE within those same corporate grades.
KPIs introduced in 2025
Adjusted EPS and Adjusted Cost: Income ratio are New KPIs and have been
defined above under APMs
Reported profit and EPS are statutory measures
Adjusted EBITDA per Average FTE (New KPI)
Adjusted EBITDA per Average FTE measures productivity and is calculated as Adjusted
EBITDA divided by the average number of full-time equivalent employees (FTEs) during the
period. It indicates the level of earnings generated per employee, adjusted to exclude items
not considered part of underlying operating performance.
Average deposits (New KPI)
Average deposits comprise the month on month average deposits throughout the year.
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Glossary
In the annual report and accounts, the ‘Group’ or ‘CAB Payments’ refers to CAB Payments Holdings plc and its subsidiaries, the ‘Company’ or ‘CPH’ refers to CAB Payments Holdings plc,
‘CAB’ refers to Crown Agents Bank Limited, and ‘CTH’ refers to CAB Tech HoldCo Limited, a 100% subsidiary of the Company.
The following definitions apply throughout this document unless the context requires otherwise:
Active Client
A client that has generated income within the last 12 months
Addressable Market
The market addressable by the Group, comprising primarily developed to emerging markets flows, excluding non-LCU flows and non-focus geographies
Admission
The ordinary shares of the Company were admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock
Exchange on 11 July 2023
ALCO
Assets and Liabilities Committee
AML/CTF laws
Laws and regulations relating to corrupt and illegal payments, counter-terrorism financing, anti-bribery and corruption and adherence to anti-money laundering obligations,
as well as laws, sanctions and economic trade restrictions relating to doing business with certain individuals, groups and countries
APAC
Asia Pacific Region
API
The Group’s EMpower FX application programming interface
APM
Alternative Performance Measures as defined on pages 196 to 198
B2B
Business to Business
Banking Services
One of the Group’s three business lines
BEIS
Department for Business, Energy & Industrial Strategy
BN
Billion, i.e. 1,000 million
BRICS
BRICS is an intergovernmental organisation comprising Brazil, Russia, India, China, South Africa, Egypt, Ethiopia, Iran, and the United Arab Emirates.
CAB
Crown Agents Bank Limited, a regulated subsidiary of the Group
CABE
CAB Europe BV, a regulated Group subsidiary based in the Netherlands
CAGR
Compound Annual Growth Rate
CAIM
Crown Agents Investment Management Limited, a wholly owned subsidiary of the Company until it was sold on 31 March 2023
CAPEX
Expenditures made for goods or services that are recorded on a company's balance sheet
CBS
Core Banking System, the Group's banking software
CCY
Currency
CD
Certificate of deposits
CEO
Chief Executive Officer
CET1
Common Equity Tier 1
CFO
Chief Financial Officer
CGU
Cash generating unit
CHIPS
Clearing House Interbank Payments System
Client retention
Refers to clients retained since the beginning of the year
CRD IV
Capital Requirements Directive IV
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Glossary continued
CRR
the Capital Requirements Regulation (Regulation (EU) 575/2013)
CRWA
Credit risk weighted assets
CSA
Credit support annex
CSR
Corporate Social Responsibility
CTO
Chief Technology Officer
CTM
Collateralised mark to market
Currency corridor
Specific combinations of sending currency and receiving currency pairs, or, in some cases, country combinations
D
Corporate title: Director
DEFRA
Department for Environment, Food & Rural Affairs
EAD
Exposure at default
EBT
Employee benefit trust
ECL
Expected Credit Loss
EIR
Effective interest rate
Emerging FX
Markets other than developed markets
EMFI
Emerging Market Financial Institutions
ERMF
Enterprise Risk Management Framework
ESG
Environmental, Social and Governance
EU
European Union
EVP
Corporate title: Executive Vice President
FCA
Financial Conduct Authority
FDI
Foreign Direct Investment
FinTech
Financial Technology
FIT
Forward-in-time
FTEs
Full Time Employees, including temporary contractors and consultants filling in for permanent roles
FVTOCI
Fair value through other comprehensive income
FVTPL
Fair value through profit and loss
FX
Foreign Exchange. When referring to the Group’s services, it refers to one of the Group’s business lines, including the Group’s spot foreign exchange trading services
G10
Belgium, Canada, France, Italy, Japan, the Netherlands, the United Kingdom, the United States, Switzerland and the central banks of Germany and Sweden
GDP
Gross Domestic Product
GHG
Greenhouse Gas
GUI
the Group’s EMpower FX graphical user interface
Helios
Helios Investment Partners
HQLA
High Quality Liquid Assets
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Glossary continued
HTC portfolio
Held-to-Collect Portfolio
IAS
International Accounting Standard
ICAAP
Internal Capital Adequacy Assessment Process
IDO
International Developmental Organisation
IFRS
UK-adopted international accounting standards
ILAAP
Internal Liquidity Adequacy Assessment Process
IMTO
International Money Transfer Operator, a licence provided by the Central Bank Of Nigeria
Indirect Nostro
A bank account held by CAB with another bank who then relies on a domestic bank denominated in a foreign currency
IPO
Initial Public Offering
IRRBB
Interest rate risk in the banking book
JCF
JCF Nominees Limited, a wholly owned subsidiary of the Company until it was sold on 31 March 2023
KPI
Key Performance Indicator
KYC
Know Your Customer
LATAM
Latin America region
LCR
Liquidity Coverage Ratio
LGD
Loss given default
Local Bank
Account Network
Demand accounts in the Group’s name held with various local banks across the globe which provide the Group with direct access to local currency where it has such deposits
LTIP
Long term incentive plan
LSE
London Stock Exchange
MENA
Middle East and North Africa
MMB
Major Market Banks
M
Million
MD
Corporate title: Managing Director
MNO
Mobile network operator
MTM
Mark to market
NBFI
Non-Bank Financial Institution
NCI
Non-controlling interest
Netting
The practice of using funds received from one customer to fulfil an order in that same currency from another customer in order to capture both bid and ask spreads
on the transaction
NGO
Non-Governmental Organisation
Non-LCU
Non-local currency, cross-border payments that take place with no FX transaction
Nostro
A bank account held by CAB in another country, denominated in a foreign currency
NRR
Net revenue retention
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Glossary continued
NSFR
Net Stable Funding Ratio
NXX
Nigerian Naira (NGN), Central African Franc (XAF) and West African Franc (XOF)
OCI
Other comprehensive income
OECD countries
The 38 member countries of the Organisation for Economic Co-operation and Development
OLAR
Overall Liquidity Adequacy rule
Payments
One of the Group’s three business lines
PD
Probability of default
PLC
Public Limited Company
PPE
Property, plant and equipment
PRA
Prudential Regulation Authority
RAS
Risk Appetite Statement
Registrar
Equiniti Limited
Reorganisation
Certain steps taken by the Group prior to Admission as part of a reorganisation of its corporate structure, which resulted in all non-Group shareholders of CTH exchanging
shares in CTH for ordinary shares in CAB Payments.
Revenue
When referring to the Group’s financial results means 'total income, net of interest expense'
ROU
Right-of-use asset
SBTi
Science Based Targets initiative
SDG
Sustainable Development Goals
SEC
US Securities and Exchange Commission
SECR
Streamlined Energy and Carbon Reporting
SPPI
Solely Payment of Principal and Interest principle under IFRS 9
Supranational
An international organisation with powers or influence that transcend national boundaries or governments
Senior Management
Employees with corporate titles of Vice President, Senior Vice President, Director or Managing Director
SVP
Corporate Title: Senior Vice President
SWIFT
Society for Worldwide Interbank Financial Telecommunication
Take rate
A combination of the dealing profit (i.e. the spread between any buy/sell of two FX trades undertaken), the margin added to the transaction (i.e. the fee element agreed with the
customer for the transaction), and any additional fees charged; and the take rate is calculated as FX and cross-currency payments income divided by FX and cross currency
payments volumes
TAM
Target Addressable Market
Target Market
The Group’s core market today, which excludes large transactions (over $50m transaction size) as well as China, India and the above-mentioned free format flows (including
sanctioned markets)
Target Market
Assessment
The approval process, which has determined that the ordinary shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels
TCFD
Task Force on Climate-related Financial Disclosures
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Glossary continued
TL
Tolerance Limits
Total income
When referring to the Group’s financial results means 'total income, net of interest expense'
TN
Trillion
TPP
Third Party Currency Provider
TSR
Total Shareholder Return
UKLA
United Kingdom Listing Authority
WACC
Weighted average cost of capital
Working Capital
A working capital facility provided by the Group previously known as Liquidity as a Service.
VP
Corporate Title: Vice President
WTT
Well to tank factors reported under Scope 3 emissions representing those that are produced indirectly by the Group
Currency abbreviations
BDT
Bangladeshi Taka
DKK
Danish Krone
EUR
Euro
GBP
British Pound Sterling
GHS
Ghanaian cedi
KES
Kenyan Shilling
MWK
Malawian Kwacha
NGN
Nigerian Naira
SDG
Sudanese Pound
UGX
Ugandan Shilling
XAF
Central African Franc: Currency of six independent states in Central Africa: Cameroon, Central African Republic, Chad, Republic of the Congo, Equatorial Guinea, and Gabon
XOF
West African Franc: Currency used by eight independent states in West Africa: Benin, Burkino Faso, Cote d’Ivoire, Guinea-Bissau, Mali, Niger, Senegal, and Togo
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Contact Details
Registered office
CAB Payment Holdings plc
3 London Bridge Street
London
SE1 9SG
Tel: +44 (0)203 903 3000
www.cabpayments.com
Auditor
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
Tel: +44 (0)207 583 5000
F: +44 (0)207 212 7500
www.pwc.co.uk
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Tel: +44 (0)371 384 2030
Text phone (for shareholders with
hearing difficulties): 
0371 384 2255 (UK)
+44 (0)121 415 7028 (overseas)
www.shareview.co.uk
Brokers (joint)
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
Tel: (0)207 623 2323
www.barclays.com
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
Tel: +44(0)207 597 4000
www.investec.com
Shore Capital Stockbrokers Limited
Cassini House,
57 St. James’s Street,
London
SW1A 1LD
Tel: +44(0)207 408 4090
www.shorecap.co.uk
Financial PR adviser
FTI Consulting Limited
200 Aldersgate
Aldersgate Street
London
EC1A 4HD
Tel: +44 (0)207 327 1000
www.fticonsulting.com
CAB Payments Holdings plc
3 London Bridge Street
London
SE1 9SG
cabpayments.com
Tel: +44 (0)203 903 3000