Wizzit Holdings Ltd

	Page
Statement of Financial Position	1—2
Notes to the Financial Statements	3—6

Registered number: 12178569

		31 December 2024		31 December 2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		37,819		94,548
Tangible Assets	5		-		586
Investments	6		7,883,313		7,883,313

			7,921,132		7,978,447
CURRENT ASSETS
Debtors	7	69,301		31,080
Cash at bank and in hand		99,816		71,002

		169,117		102,082
Creditors: Amounts Falling Due Within One Year	8	(5,348,353 )		(955,664 )

NET CURRENT ASSETS (LIABILITIES)			(5,179,236 )		(853,582 )

TOTAL ASSETS LESS CURRENT LIABILITIES			2,741,896		7,124,865

Creditors: Amounts Falling Due After More Than One Year	9		(27,406 )		(3,462,155 )

NET ASSETS			2,714,490		3,662,710

CAPITAL AND RESERVES
Called up share capital	10		204,400		204,400
Share premium account			6,105,955		6,105,955
Income Statement			(3,595,865 )		(2,647,645 )

SHAREHOLDERS' FUNDS			2,714,490		3,662,710

Page 1

Page 2

Wizzit Holdings Ltd

Statement of Financial Position (continued)

As At 31 December 2024

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.

On behalf of the board

Mr J A Staley

Director

03/10/2025

The notes on pages 3 to 6 form part of these financial statements.

1. General Information

Wizzit Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 12178569 . The registered office is Albany House, Claremont Lane, Esher, Surrey, KT10 9FQ .

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

These financial statements have been prepared using the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company is a parent company and is exempt from the requirement to prepare group financial statements by virtue of section 399 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.

Presentation currency

The accounts are presented in £ sterling and rounded to the nearest £.

2.2. Going Concern Disclosure

The Company has made a loss for the year, but continues to have net current assets and net assets. The Directors are satisfied that the Company continues to meet its liabilities as they fall due, and so have prepared the accounts on a going concern basis.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible fixed assets (including purchased goodwill and patents) are included at cost less accumulated amortisation. Intangible fixed assets are being amortised over a 5 year period.

2.5. Tangible Fixed Assets and Depreciation

Tangible assets are included at cost less depreciation and impairment. The assets will be depreciated over their estimated useful lives.

Computer Equipment

33.33% SLM

2.6. Investment Properties

Investments in subsidiaries are held at cost less impairment.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 6 (2023: 4)

Page 3

Page 4

Wizzit Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

4. Intangible Assets

	Other
	£
Cost
As at 1 January 2024	283,644

As at 31 December 2024	283,644

Amortisation
As at 1 January 2024	189,096
Provided during the period	56,729

As at 31 December 2024	245,825

Net Book Value
As at 31 December 2024	37,819

As at 1 January 2024	94,548

5. Tangible Assets

	Computer Equipment
	£
Cost or Valuation
As at 1 January 2024	1,726
Disposals	(1,726 )

As at 31 December 2024	-

Depreciation
As at 1 January 2024	1,140
Disposals	(1,140 )

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	-

As at 1 January 2024	586

6. Investments

	Subsidiaries
	£
Cost
As at 1 January 2024	7,883,313

As at 31 December 2024	7,883,313

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	7,883,313

As at 1 January 2024	7,883,313

Page 4

Page 5

Wizzit Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

The following were subsidiary undertakings of the Company:

Wizzit Technology (Pty) Ltd (Previously: Wizzit Group (Pty) Ltd), registered in South Africa, Holding 96.63% - Profit and loss for the period - (£534), Reserves - £786,424.

the following were sub-subsidiary undertakings of the Company:

Wizzit Digital SA (Pty) Ltd (Previously: Wizzit Payments (Pty) Ltd), registered in South Africa, Holding 94.69% - Profit and loss for the period - (£391,524), Reserves - (£1,614,851).

Ownapay SA (Pty) Ltd (Previously: Wizzit Financial Services (Pty) Ltd), registered in South Africa, Holding 94.69% - Profit and loss for the period - (£36,423), Reserves - (£388,949)

Mevopay SA (Pty) Ltd (Previously: Wizzit Digital (Pty) Ltd), registered in South Africa, Holding 94.69% - Profit and loss for the period - (£94,857), Reserves - (£127,170).

7. Debtors

	31 December 2024	31 December 2023
	£	£
Due within one year
Trade debtors	58,869	23,650
Other debtors	10,069	400
VAT	363	7,030

	69,301	31,080

8. Creditors: Amounts Falling Due Within One Year

	31 December 2024	31 December 2023
	£	£
Trade creditors	951,512	929,652
Bank loans and overdrafts	5,867	5,800
Other creditors	3,668,199	2,830
Accruals and deferred income	34,532	17,382
Amounts owed to parent undertaking	688,243	-

	5,348,353	955,664

£3,665,647 of Other creditors relates to the Company liability to redeem the preference shares not electing to convert the outstanding preference shares to ordinary shares on the third anniversary of the date of issue of the preference shares (being 21st of April 2025). The redemption amounts are set out below:

The 4,000,000 preference shares (Note 10) issued by Wizzit Holdings Ltd on 21 April 2022 contain terms and conditions set out in the Preference Share Agreement, including a restriction on the payment of dividends to ordinary shareholders.These preference shares are:

• until the third anniversary of the date of issue, redeemable at the option of the company at USD1 (one United States Dollar) per share plus 5% per annum from the date of issue to the redemption date (“the Redemption Amount”);

• on the third anniversary of the date of issue, at the election of the preference shareholders:

o convertible to ordinary shares; or

o redeemable at the Redemption Amount on that date, on deferred payment terms up to one year plus 10% per annum.

Page 5

Page 6

Wizzit Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

9. Creditors: Amounts Falling Due After More Than One Year

	31 December 2024	31 December 2023
	£	£
Bank loans	27,406	33,351
Other creditors	-	3,428,804

	27,406	3,462,155

The bank loan comprises of a bounce-back loan, repayable over 10 years. The loan is due for repayment in 2030.

Of the creditors falling due after more than one year the following amounts are due after more than five years.

	31 December 2024		31 December 2023
	£		£
Bank loans	4,273		10,073

10. Share Capital

	31 December 2024	31 December 2023
	£	£
Allotted, Called up and fully paid	204,400	204,400

11. Contingent Liabilities

The Company has a liability to redeem the preference shares, contingent upon the preference shareholders not electing to convert the outstanding preference shares to ordinary shares on the third anniversary of the date of issue of the preference shares (being 21st of April 2025). The redemption amounts are set out in note 8 above.

12. Related Party Transactions

During the year, the Company incurred expenditure of £488,611 (2023 - £1,361,714) from Wizzit Digital SA (Pty) Ltd, a subsidiary of the Company. Included in trade creditors, was a balance owed by the Company of £348,173 (2023 - £835,984).

13. Controlling party

The Company's immediate parent undertaking is Pactorum Payments Limited, a Company incorporated in Mauritius, registered at Level 3, Alexander House, 35, Cybercity, 72201 Ebene, Mauritius.

Page 6