REGISTERED NUMBER: 09497775 (England and Wales)

Financial Statements

for the Year Ended 31 March 2025

for

Voly Group Ltd

Page

Balance Sheet

1

Notes to the Financial Statements

2

FIXED ASSETS

Tangible assets

4

-

-

Investments

5

5,795,643

1,614,211

5,795,643

1,614,211

CURRENT ASSETS

Debtors

6

4,031,737

4,376,809

Cash at bank

1,823

1,485

4,033,560

4,378,294

CREDITORS

Amounts falling due within one year

7

2,377,135

461,027

NET CURRENT ASSETS

1,656,425

3,917,267

TOTAL ASSETS LESS CURRENT LIABILITIES

7,452,068

5,531,478

CREDITORS

Amounts falling due after more than one year

8

7,791,452

5,082,216

NET (LIABILITIES)/ASSETS

(339,384

)

449,262

CAPITAL AND RESERVES

Called up share capital

2,613

2,433

Share premium

773,952

720,341

Retained earnings

(1,115,949

)

(273,512

)

SHAREHOLDERS' FUNDS

(339,384

)

449,262

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:

Mr S Evans - Director

1.	STATUTORY INFORMATION

Voly Group Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

09497775

Registered office:

5 Brooks Drive

Cheadle Royal Business Park

Cheadle

Greater Manchester

SK8 3TD

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

Computer & office equipment

-

25% on cost

Investments in subsidiaries

Investments in subsidiaries are stated at cost less impairment under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

The earn out element of the purchase price has been included at fair value on the date of acquisition and then will be re-measured at the end of each financial year until all the periodic payments are made. Any annual changes in the fair value of the earn outs are recorded as a gain or loss in the company profit or loss accounting the financial year in which they arise. The estimated fair value of the earn out payments reflects the present value of the future payments and the probability of these payments being paid out based on factors within the acquisition agreement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2024 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Computer

and

& office

fittings

equipment

Totals

£

£

£

COST

At 1 April 2024

and 31 March 2025

1,927

6,563

8,490

DEPRECIATION

At 1 April 2024

and 31 March 2025

1,927

6,563

8,490

NET BOOK VALUE

At 31 March 2025

-

-

-

At 31 March 2024

-

-

-

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

1,614,211

Additions

4,181,432

At 31 March 2025

5,795,643

NET BOOK VALUE

At 31 March 2025

5,795,643

At 31 March 2024

1,614,211

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

3,967,775

4,330,449

Other debtors

63,962

46,360

4,031,737

4,376,809

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

500,000

-

Trade creditors

2,741

39,577

Amounts owed to group undertakings

21,100

12,600

Deferred acquisition payment

1,776,546

399,999

Accrued expenses

76,748

8,851

2,377,135

461,027

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 2-5 years

1,500,000

-

Convertible loan notes

4,891,452

4,582,216

Deferred acquisition payment

1,400,000

500,000

7,791,452

5,082,216

9.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

2,000,000

-

The bank loans are secured by way of a fixed and floating charge over the undertaking and all property of the company. The charge contains a negative pledge.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jeremy Bostock BA BFP FCA (Senior Statutory Auditor)

for and on behalf of Thompson Wright (Audit) Limited

11.	FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

12.	GOING CONCERN

The financial statements have been prepared on a going concern basis not withstanding that the company has incurred a loss of £842,437 (2024: £556,784) during the year. The directors have prepared forecasts for the next three years and these forecasts demonstrate that the company will be a going concern for that period given the continued support of the ultimate shareholders and funders, the expectation to continue to make positive Group EBITDA in the year ended 31 March 2026. The directors are satisfied that they have access to additional funding from the ultimate shareholders and funders. The ultimate shareholders are prepared to continue to support the company for the next twelve months from when these financial statements are approved and so the directors believe the company is a going concern.

13.	ULTIMATE CONTROLLING PARTY

During the year the company was controlled by Voly Holdco Limited, registered no: 68747, a company formed in Guernsey by virtue of its majority shareholding.

The ultimate controlling parties are the shareholders of the company.