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Registered number: 12484741 TOMPAY LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
. |
TOMPAY LTD COMPANY INFORMATION
Directors | Illya Medvedenko (appointed 28 September 2023)
| Mikhail Pugachev (appointed 5 August 2024)
| Peter Davey (appointed 25 June 2024, resigned 5 August 2024)
| Peter Mc Nulty (appointed 22 February 2023, resigned 25 June 2024)
Registered number | 12484741
Registered office | Mocatta House
| Trafalgar Place
| Brighton,
| BN1 4DU
Independent auditors | Zenith Audit Ltd
| Statutory Auditors
| 3rd Floor North
| Warwick House
| 65/66 Queen Street
| London
| EC4R 1EB
TOMPAY LTD CONTENTS
| Page
Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditors' Report | 6 - 9
Statement of Comprehensive Income | 10
Balance Sheet | 11
Statement of Changes in Equity | 12 - 13
Statement of Cash Flows | 14
Analysis of Net Debt | 15
Notes to the Financial Statements | 16 - 24
TOMPAY LTD STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The principal activity of the Company in the year under review was that of providing electronic payment processing services. The Company has been authorised and regulated by the Financial Conduct Authority as an authorised Electronic Money Institution (EMI) since July 2021.
Business review
In 2024, Tompay successfully executed a strategy to evolve from a single-product payment provider into a comprehensive, diversified financial platform. We achieved significant milestones in product development and operational scalability, positioning the company for sustainable growth and a transition to profitability. Our near-term objective is to achieve operational break-even within the next 12-18 months, driven by disciplined cost management and a scalable, technology-first infrastructure. Strategic Highlights: 2024 Performance and Achievements The past year was defined by key strategic initiatives that strengthen our long-term value proposition for small and medium-sized enterprises (SMEs) and international retail clients. - Building a Dual-Network Ecosystem: Our successful expansion of the Mastercard debit card program and the launch of acquiring services have created an end-to-end payments ecosystem. We are actively developing a strategic partnership with Visa, establishing a dual-network approach that diversifies our product offering, increases global acceptance, and reduces single-scheme reliance. This multi-rail strategy is a critical differentiator in a consolidating market. - Cross-Border Payments Leadership: Through our integration with ClearBank, we rolled out GBP instant payments and enhanced our multi-currency accounts (EUR, GBP, USD). This capability positions Tompay as a cross-border payments specialist, addressing the growing demand for seamless, multi-jurisdictional transactions. - Operational Scalability & Resilience: We made significant investments to automate our core functions, including migrating to automated accounting systems like Xero and strengthening our compliance infrastructure with automated AML/CTF monitoring. These investments are foundational, enabling us to scale efficiently without compromising on risk management or regulatory integrity.
Principal risks and uncertainties
The company proactively identifies and manages several risks that could impact its operations and financial performance, which is fundamental to maintaining operational resilience and enhancing investor confidence. - Geopolitical and Economic Risk: Global instability and macroeconomic headwinds, such as persistent high interest rates, can impact transaction volumes. We mitigate this through stress-testing our financial models, maintaining robust liquidity buffers, and diversifying our service portfolio to include value-added offerings less sensitive to consumer cycles. - Competitive and Market Risk: The fintech landscape is highly competitive, with rapid innovation driven by embedded finance and Open Banking. Our competitive advantage lies in our comprehensive multi-currency proposition, robust partner ecosystem, and strategic focus on the underserved SME segment. - Cybersecurity Risk: The threat of sophisticated, AI-enabled attacks remains a material concern. Our defensive strategy is multi-layered, including continuous penetration testing, 24/7 monitoring, encryption, and mandatory staff training. We treat security as a core business priority, not just a technical function. Page 1
TOMPAY LTD STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 Strategic Outlook and Future Roadmap Our strategy for 2025 and beyond is designed to leverage our foundational strengths and drive profitable growth. - Path to Profitability: Our immediate priority is to achieve operational break-even by focusing on disciplined cost management and maximizing the returns from our scalable infrastructure. - Product Expansion: We will continue to expand our card and acquiring services, including new features like MoneySend, and advance our Visa partnership. We will also scale our merchant solutions by combining competitive rates with value-added services such as fast settlement and integrated card issuing. - Regulatory Leadership: We will continue to invest in our compliance framework to ensure we not only meet but exceed heightened regulatory expectations for EMIs, particularly concerning client fund safeguarding and AML/CTF frameworks. - Deepening Customer Relationships: We will enhance our user experience through a seamless digital interface and integrations with popular accounting platforms. Our goal is to transform customer relationships from transactional to long-term partnerships, driving customer retention and lifetime value. The Board is highly confident in our strategic direction. Our diversified product portfolio and commitment to operational excellence position Tompay to capture significant market share and deliver strong, sustainable returns for our investors. This report was approved by the board on 8 October 2025 and signed on its behalf.
Illya Medvedenko Director
Page 2
TOMPAY LTD DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Principal activity
The principal activity of the Company in the year under review was that of providing electronic payment processing services. The Company has been authorised and regulated by the Financial Conduct Authority as an authorised Electronic Money Institution (EMI) since July 2021.
Results and dividends
The profit for the year, after taxation, amounted to £18,425 (2023 - loss £526,476). No dividends were paid during the year (2023 : Nil).
Directors
The directors who served during the year were:
Illya Medvedenko (appointed 28 September 2023)
Mikhail Pugachev (appointed 5 August 2024)
Peter Davey (appointed 25 June 2024, resigned 5 August 2024)
Peter Mc Nulty (appointed 22 February 2023, resigned 25 June 2024)
Page 3
TOMPAY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern
The financial statements of the Company have been prepared on a going concern basis. The directors have reviewed and examined the financial forecasts of the business and the level of liquidity underpinning the financial position. Over the last two years, the Company has demonstrated a positive trend, with revenues increasing more than eightfold from £110,259 in 2023 to £909,137 in 2024. Losses also decreased relative to revenue growth, from loss of £526,476 in 2023 to profit of £18,425 in 2024, reflecting continued investment in scaling operations. Cash balances have strengthened accordingly. Looking ahead, revenues are expected to continue increasing in 2025–2026, supported by a stable client base and signed contracts, while losses are forecasted to reduce further in proportion to revenues. Further, the directors have received confirmation from the shareholder of his willingness and ability to provide such financial support as is necessary to enable the company to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. On this basis the directors consider that the adoption of the going concern basis, covering a period of at least 12 months from the date of approval of the financial statements, is appropriate.
Future Developments
Tompay Ltd. enters 2025 with a strong foundation of diversified products, strategic partnerships, and a growing customer base. The Company’s near-term priority is to achieve operational break-even within the next 12–18 months, supported by disciplined cost management and scalable infrastructure. Key areas of focus for the coming year include: - Cards and acquiring services: Building on the successful expansion of the Mastercard debit card programme, Tompay will enhance its proposition through new Mastercard features such as MoneySend and extend its reach by commencing a dedicated project with Visa. This dual-network approach is expected to strengthen Tompay’s position in card issuing and acquiring, increase acceptance, and broaden customer choice. - Multi-currency and payments innovation: The phased rollout of multi-currency accounts will continue, enabling clients to hold, manage, and transact in a wider set of currencies. Enhancements to cross-border payments and FX capabilities remain central to Tompay’s value proposition, especially for SMEs operating internationally. - Merchant solutions: With acquiring services now in commercial use, Tompay will focus on scaling its SME merchant offering, combining competitive acquiring rates with value-added services such as fast settlement and integrated card issuing. - Operational resilience and compliance: Investment will continue in compliance automation, transaction monitoring, and cloud-based infrastructure to ensure efficiency, scalability, and regulatory robustness. Strengthening safeguarding, AML/CTF frameworks remains a core commitment in light of heightened regulatory expectations for EMIs. - Customer experience and digital innovation: Tompay will seek to differentiate through a seamless digital interface, integration with accounting platforms, and value-added financial tools designed to deepen customer relationships and improve retention.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 4
TOMPAY LTD DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, Zenith Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 8 October 2025 and signed on its behalf.
Illya Medvedenko Director
Page 5
TOMPAY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOMPAY LTD
Opinion
We have audited the financial statements of Tompay Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flow and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
TOMPAY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOMPAY LTD (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
TOMPAY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOMPAY LTD (CONTINUED)
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: We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations. We considered compliance with UK Companies Act 2006, the Financial Conduct Authority regulations and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to: - Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; - Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries; - Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period; - Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud; - Reading key correspondence with regulatory authorities such as the Financial Conduct Authority. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of internal controls. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. Page 8
TOMPAY LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOMPAY LTD (CONTINUED)
Other matters - key correspondence with regulatory authorities such as the Financial Conduct Authority
In the course of our audit we noted that as an authorised electronic money institution, the Company has still not met FCA requirements to undergo a safeguarding audit for the client funds it handles.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Radostina Paine (Senior Statutory Auditor) for and on behalf of Zenith Audit Ltd Statutory Auditors 3rd Floor North Warwick House 65/66 Queen Street London EC4R 1EB 8 October 2025 Page 9
TOMPAY LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 3 | 909,137 | 110,259
Cost of sales |  | (488,721) | (187,186)
Gross profit/(loss) |  | 420,416 | (76,927)
Administrative expenses |  | (401,991) | (449,549)
Operating profit/(loss) | 5 | 18,425 | (526,476)
Profit/(loss) for the financial year |  | 18,425 | (526,476)
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | 18,425 | (526,476)
The notes on pages 16 to 24 form part of these financial statements.
Page 10
TOMPAY LTD REGISTERED NUMBER: 12484741 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 58,211 |  | 1,294 |
Cash at bank and in hand | 11 | 4,464,915 |  | 2,150,207 |
|  | 4,523,126 |  | 2,151,501 |
Creditors: amounts falling due within one year | 12 | (4,025,308) |  | (1,842,808) |
Net current assets |  |  | 497,818 |  | 308,693
Total assets less current liabilities |  |  | 497,818 |  | 308,693
Net assets |  |  | 497,818 |  | 308,693
Capital and reserves |  |  |  |  |
Called up share capital | 13 |  | 1,676,300 |  | 1,387,000
Capital Contribution Reserve |  |  | - |  | 118,600
Profit and loss account |  |  | (1,178,482) |  | (1,196,907)
|  |  | 497,818 |  | 308,693
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 October 2025.
Illya Medvedenko
Director
The notes on pages 16 to 24 form part of these financial statements. Page 11
TOMPAY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Capital Contribution Reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 1,387,000 | 118,600 | (1,196,907) | 308,693
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 18,425 | 18,425
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | 18,425 | 18,425
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 289,300 | - | - | 289,300
Capital contribution | - | (118,600) | - | (118,600)
Total transactions with owners | 289,300 | (118,600) | - | 170,700
At 31 December 2024 | 1,676,300 | - | (1,178,482) | 497,818
| The notes on pages 16 to 24 form part of these financial statements.
Page 12
TOMPAY LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Capital contribution Reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 1,000,000 | - | (670,431) | 329,569
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (526,476) | (526,476)
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | (526,476) | (526,476)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 387,000 | - | - | 387,000
Transfer to share capital | - | 118,600 | - | 118,600
Total transactions with owners | 387,000 | 118,600 | - | 505,600
At 31 December 2023 | 1,387,000 | 118,600 | (1,196,907) | 308,693
| The notes on pages 16 to 24 form part of these financial statements.
Page 13
TOMPAY LTD STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 18,425 | (526,476)
Adjustments for: |  |
(Increase)/decrease in debtors | (58,202) | -
Decrease/(increase) in amounts owed by related parties | 1,285 | (1,285)
Increase in creditors | 2,182,500 | 558,019
Net cash generated from operating activities | 2,144,008 | 30,258
Cash flows from financing activities |  |
Issue of ordinary shares | 170,700 | 387,000
Capital contribution | - | 118,600
Net cash used in financing activities | 170,700 | 505,600
Net increase in cash and cash equivalents | 2,314,708 | 535,858
Cash and cash equivalents at beginning of year | 2,150,207 | 1,614,349
Cash and cash equivalents at the end of year | 4,464,915 | 2,150,207
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 4,464,915 | 2,150,207
| 4,464,915 | 2,150,207
The notes on pages 16 to 24 form part of these financial statements.
Page 14
TOMPAY LTD ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
| At 1 January 2024 | Cash flows | At 31 December 2024
| £ | £ | £
Cash at bank and in hand | 2,150,207 | 2,314,708 | 4,464,915
| 2,150,207 | 2,314,708 | 4,464,915
The notes on pages 16 to 24 form part of these financial statements.
Page 15
TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Tompay Ltd is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements of the Company have been prepared on a going concern basis. The directors have reviewed and examined the financial forecasts of the business and the level of liquidity underpinning the financial position. Over the last two years, the Company has demonstrated a positive trend, with revenues increasing more than eightfold from £110,259 in 2023 to £909,137 in 2024. Losses also decreased relative to revenue growth, from loss of £526,476 in 2023 to profit of £18,425 in 2024, reflecting continued investment in scaling operations. Cash balances have strengthened accordingly. Looking ahead, revenues are expected to continue increasing in 2025–2026, supported by a stable client base and signed contracts, while losses are forecasted to reduce further in proportion to revenues. Further, the directors have received confirmation from the shareholder of his willingness and ability to provide such financial support as is necessary to enable the company to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. On this basis the directors consider that the adoption of the going concern basis, covering a period of at least 12 months from the date of approval of the financial statements, is appropriate.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 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. Page 16
TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Turnover
Revenue Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable and recognised when prescribed conditions are met: - the amount of revenue can be measured reliably; - it is probable that the economic benefits will flow to the seller; - the stage of completion at the balance sheet date can be measured reliably; and - the costs incurred, or to be incurred, in respect of the transaction can be measured reliably. The Company follows the accrual basis of accounting. Therefore, revenues are recognized regardless of the timing of cash inflow. Consequently, revenue streams are recognized as revenue when services are provided to customers, e.g., when a customer initiates transaction. The company derives its revenues from various sources, which are categorized as follows: Account Maintenance Income Account maintenance income represents the revenue generated from managing and maintaining customer accounts. It comprises the following components: - Subscription Income: This revenue is generated from subscription fees charged to customers for accessing and utilizing the company's account management services. Subscription income is recognized on a monthly basis as services are provided to the customers. - Account Opening and Closing Incomes: the company charges fees for opening and closing customer accounts. These fees are recognized as revenue at the time of account opening or closure, respectively. - Application Fees: Customers are required to pay application fees when applying for opening account and KYC: procedures, which are recognised at the time of these services being performed. Transactional Income Transactional income represents revenue generated from various financial transactions conducted by customers and is recognised when the relevant transaction takes place. It includes the following types of revenue: - Internal Transfers Income: The company charges fees for internal fund transfers between accounts held by the customers in Tompay Ltd. - Inward Payments Income: Inward payments income comprises fees charged for receiving funds from external sources into customer accounts. - Outward Payments Income: Outward payments income represents fees charged for transferring funds from customer accounts to external recipients. - Payment Return Income: In certain cases, payments made by customers may be returned due to various reasons, such as insufficient funds or invalid recipient details. FX Income FX income represents the revenue generated from foreign exchange transactions conducted by customers and it is recognised when the transactions take place. It includes fees charged for currency conversions and other related services. Page 17
TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 18
TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and at bank, market deposits and other short-term bank deposits with an original maturity of three months or less and therefore are subject to an insignificant risk of changes in value.
| 2.10 | Segregated account funds
Segregated account funds represent amounts held in designated safeguarding accounts, in accordance with the FCA's safeguarding requirements under the Payment Services Regulations 2017 (PSRs) and Electronic Money Regulations 2011 (EMRs). These funds are held on behalf of consumers and merchants and are segregated from the company’s operating funds. The company is required to safeguard all relevant funds received for payment services or e-money issuance until they are disbursed to the intended recipient. These segregated funds have been included on the balance sheet, however, have been presented separately in the notes to the financial statements to reflect their distinct legal and operational status. Please refer to Notes 11 and 12.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.12 | Capital Contribution
Capital contributions are treated as part of equity in the financial statements.These contribution increase the company’s equity without the issuance of additional shares. Contributions should be recognized at fair value on the date of receipt. For non-cash contributions, the fair value should be reliably measured (e.g., market value or an appraisal). Contributions are recognized when the assets or funds are received and there is no obligation to return them. Page 19
TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Payment services | 909,137 | 110,259
|  | 909,137 | 110,259
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 909,137 | 110,259
|  | 909,137 | 110,259
4. | Reclassification of Expenses
During the current financial year, the Company reclassified Mastercard fees from administrative expenses to direct costs to better reflect the nature of these expenses in relation to revenue-generating activities. This reclassification has been applied retrospectively to the comparative figures to ensure consistency and comparability. As a result, direct costs for the prior year have increased by £186,539, with a corresponding decrease in administrative expenses. This change has no impact on the reported profit or net assets for either period.
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | (24,367) | 6,406
| Other operating lease rentals | 13,055 | 14,886
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable (including VAT) to the Company's auditors for the audit of the Company's financial statements | 21,600 | 16,320
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TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 67,190 | 69,649
| Social security costs | - | 5,246
| Cost of defined contribution scheme | 730 | 766
|  | 67,920 | 75,661
| The average monthly number of employees, excluding the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Average number of employees | 2 | 1
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 17,015 | 20,265
|  | 17,015 | 20,265
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TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Taxation
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 18,425 | (526,476)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 19%) | 3,501 | (100,030)
| Effects of: |  |
| Utilisation of tax losses | (3,501) | -
| Unrelieved tax losses carried forward | - | 100,030
| Total tax charge for the year | - | -
| Factors that may affect future tax charges
No deferred tax asset has been provided in respect of tax losses carried forward of £1,178,482 (2023 : £1,196,908).
10. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by related parties | - | 1,285
| Client money receivables | 37,887 | 9
| Prepayments and accrued income | 20,324 | -
|  | 58,211 | 1,294
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TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporate funds | 508,124 | 334,905
| Segregated funds | 3,956,791 | 1,815,302
|  | 4,464,915 | 2,150,207
| Client monies comprise of segregated funds of £3,956,791 (2023: £1,815,302). These funds are segregated from the Company's own monies and are currently presented in the company's balance sheet.
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 1,869 | 14,719
| Other taxation and social security | - | 2,476
| Other creditors | 66,648 | 10,311
| Client liabilities | 3,956,791 | 1,815,302
|  | 4,025,308 | 1,842,808
| As at the year end, included within other creditors is an amount of £8,472 (2023: Nil) owed to Moriel Carmi, the ultimate controlling party, in respect of loans advanced to the Company. The loan is unsecured and interest free.
13. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,676,300 (2023 - 1,387,000) Ordinary shares of £1.00 each | 1,676,300 | 1,387,000
During the year, loans totalling £170,700 (2023: £387,000) and capital contribution reserve of £118,600 were converted to equity at 289,300 (2023: 387,000) shares of £1 each.
14. | Commitments under operating leases
| The Company had no commitments under non-cancellable operating leases at the balance sheet date.
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TOMPAY LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Related party transactions
| During the year, the company received a capital contribution of Nil (2023: £118,600) from its shareholder, Moriel Carmi. This contribution was credited to the Capital Contribution Reserve. The contribution was unconditional and is not repayable. The contribution was converted to 118,600 shares of £1 each in the current year. As at the year end, included within other creditors is an amount of £8,472 (2023: Nil) owed to Moriel Carmi, the ultimate controlling party, in respect of loans advanced to the Company.The loan is unsecured and interest free. In addition, included within client money liabilities is an amount of £15,411 (2023: £54,343) also owed to Moriel Carmi, representing client funds held by the Company on his behalf. Also, included in client monies liability, is balance owed to related parties as below. The parties are related by virtue of common control. OU Neuronext - £8 (2023 : £134,722) Neuronext SPO. Z.O.O. - £390 (2023 : Nil) Neuronext Platform - £40,503 (2023: Nil) Banxe Ltd - £634 (2023 : £5,131) Tompay SA - £1,866 (2023: £167,121)
16. | Auditor limitation liability agreement
An auditors' limitation of liability agreement has been approved by the members for the financial period ended 31 December 2024. The principal terms and conditions are as below: - The agreement limit's the amount of any liability owed to the company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the company's accounts and pursuant to this agreement the auditor may be guilty in relation to the company. -The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.
17. | Controlling party
The ultimate controlling party is Mr Moriel Carmi.
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