Fluentify UK Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Fluentify UK Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 08423300 . The registered office is Regis House, 45 King WIlliam Street, London, EC4R 9AN.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements are prepared under the historical cost convention and in accordance with the FRS 102 Section 1A Small Entities - The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006.

2.2. Going Concern Disclosure

Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate. The directors believe that the company has sufficient resources to continue in operational existence for the foreseeable future. The directors believe this to be the case as the company has positive cash balances and no significant long term liabilities that would result in cash outlays.

Having regard to the above, the directors believe it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from provision of training through either whitelabelling or through the company's own brand.

Whitelabelling

The company will raise an invoice for the number of training sessions planned for the current month. Should this change over the course of the month the company will include an adjustment in the following months invoice to ensure the actual training provided is reflected.

Provision of training through own brand

Training courses are provided over either a 6 or 12 month basis. Training income is recognised according to the requisite number of months training provided at the financial year end and the relevant proportion deferred. Tutor costs are incurred retrospectively to the training course but are accrued accordingly for the courses provided as at the balance sheet date.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assers acquired on business combinations are reocgnised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised in the profit and loss account over the estimated economic life of the intaniglble assets on the following bases:

Computer software 33.3% straight line

Trademarks 33.3% straight line

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

33.3% straight line

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Fluentify UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Financial Instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially mesured at the transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets are classified as receivable within one year and are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classfied according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liablities

Basic financial liablities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

2.7. Foreign Currencies

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

2.8. Pensions

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

2.9. Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares and control under a contractual arrangement are classified as jointly controlled entities.

3. Average Number of Employees

Average number of employees, including directors, during the year was as follows: 6 (2023: 6)

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Fluentify UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

4. Intangible Assets

	Other	Development Costs	Total
	£	£	£
Cost
As at 1 January 2024	2,305	38,452	40,757

As at 31 December 2024	2,305	38,452	40,757

Amortisation
As at 1 January 2024	2,304	38,451	40,755

As at 31 December 2024	2,304	38,451	40,755

Net Book Value
As at 31 December 2024	1	1	2

As at 1 January 2024	1	1	2

5. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2024	7,255

As at 31 December 2024	7,255

Depreciation
As at 1 January 2024	5,326
Provided during the period	1,051

As at 31 December 2024	6,377

Net Book Value
As at 31 December 2024	878

As at 1 January 2024	1,929

6. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 January 2024	7,884

As at 31 December 2024	7,884

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	7,884

As at 1 January 2024	7,884

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Fluentify UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	18,770	1,006
Prepayments and accrued income	4,541	5,220
Other debtors	21,725	22,172
Other taxes and social security	-	8,296
Amounts owed by subsidiaries	987,574	935,063

	1,032,610	971,757

8. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	300	-
VAT	13,256	30,402
Accruals and deferred income	1,242,030	1,527,913
Amounts owed to parent undertaking	11,877	94,003

	1,267,463	1,652,318

9. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	11,250	11,250

10. Ultimate Parent Undertaking and Controlling Party

The company's immediate parent company is Fluentify Group Limited. The ultimate parent undertaking is Voxy Inc. by virtue of their ownership of 100% of the issued share capital of Fluentify Group Limited. Voxy Inc. was incorporated in the United States of America. Copies of the group accounts may be obtained from the secretary, 64 Bleeker Street, #241, New York .

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		2		2
Tangible Assets	5		878		1,929
Investments	6		7,884		7,884

			8,764		9,815
CURRENT ASSETS
Debtors	7	1,032,610		971,757
Cash at bank and in hand		52,872		153,098

		1,085,482		1,124,855
Creditors: Amounts Falling Due Within One Year	8	(1,267,463 )		(1,652,318 )

NET CURRENT ASSETS (LIABILITIES)			(181,981 )		(527,463 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(173,217 )		(517,648 )

NET LIABILITIES			(173,217 )		(517,648 )

CAPITAL AND RESERVES
Called up share capital	9		11,250		11,250
Share premium account			139,350		139,350
Profit and Loss Account			(323,817 )		(668,248 )

SHAREHOLDERS' FUNDS			(173,217)		(517,648)