REGISTERED NUMBER: 12118495 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

FOUNDERS FACTORY AFRICA UK LIMITED

Page

Company Information

1

Chartered Accountants' Report

2

Balance Sheet

3

Notes to the Financial Statements

4

DIRECTOR:

R Rogers

SECRETARY:

Ms A Truhina

REGISTERED OFFICE:

Silver House 31-35

Beak Street

London

W1F9SX

REGISTERED NUMBER:

12118495 (England and Wales)

ACCOUNTANTS:

Chariot House Limited

Chartered Accountants

44 Grand Parade

Brighton

East Sussex

BN2 9QA

The following reproduces the text of the report prepared for the director in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Director are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Founders Factory Africa UK Limited for the year ended 31st December 2024 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the director of Founders Factory Africa UK Limited in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of Founders Factory Africa UK Limited and state those matters that we have agreed to state to the director of Founders Factory Africa UK Limited in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Founders Factory Africa UK Limited and its director for our work or for this report.

It is your duty to ensure that Founders Factory Africa UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Founders Factory Africa UK Limited. You consider that Founders Factory Africa UK Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Founders Factory Africa UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Chariot House Limited

Chartered Accountants

44 Grand Parade

Brighton

East Sussex

BN2 9QA

17th December 2025

FIXED ASSETS

Investments

4

1,650,707

1,896,130

CURRENT ASSETS

Debtors

5

137,247

186,347

Cash at bank

120,796

258,576

258,043

444,923

CREDITORS

Amounts falling due within one year

6

(2,244,487

)

(2,418,665

)

NET CURRENT LIABILITIES

(1,986,444

)

(1,973,742

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(335,737

)

(77,612

)

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(335,837

)

(77,712

)

(335,737

)

(77,612

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31st December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31st December 2024 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 17th December 2025 and were signed by:

R Rogers - Director

1.	STATUTORY INFORMATION

Founders Factory Africa UK Limited 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

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 as modified by the revaluation of certain assets.

Turnover

Turnover is measured at the fair value of consideration, received or receivable, for services provided in the ordinary course of the company's activities.

Turnover excludes discounts, rebates and is shown net of value added tax and other sales taxes.

Turnover includes revenue earned from the rendering of services and partnership income.

For both convertible loan/simple agreements for future equity and equity investments, revenue is charged for accelerator services provided, as set out in the contract with each startup.

Generally, revenue in relation to accelerator services is recognised at the point at which a startup business successfully progresses from the accelerator program and raises third party investment. At this point, it is probable that the economic benefits associated with the provision of accelerator services will flow to the Group. Given the early-stage and high-risk nature of startups, up until this point there remains significant uncertainty that any benefit would flow to the Group from the services provided. One of the primary objectives of the accelerator program is to assist startup businesses with raising third party funding. This is the most significant stage of the accelerator program, so recognition of revenue is postponed until such time that this act is executed.

Tangible fixed assets

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

Financial instruments

Financial instruments include investments made through Scale and Build investments. The Scale investments include investments made through SAFE agreements. SAFEs are simple agreements for future equity. Build investments include investments made through direct equity subscriptions.

Initial measurement

Financial instruments are initially measured at the transaction price (including transaction costs except in the initial measurement of financial assets and liabilities that are measured at fair value through profit or loss) unless the arrangement constitutes, in effect, a financing transaction in which case it is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial instruments at amortised cost

These include loans, trade receivables and trade payables. Those debt instruments which meet the criteria in section 11.8(b) of the standard, are subsequently measured at amortised cost using the effective interest method. Debt instruments which are classified as current assets or current liabilities are measured at the undiscounted amount of the cash expected to be received or paid, unless the arrangement effectively

constitutes a financing transaction.

At each reporting date, the carrying amounts of assets held in this category are reviewed to determine whether there is any objective evidence of impairment. If there is objective evidence, the recoverable amount is estimated and compared with the carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

Financial instruments at cost

Equity instruments that are not publicly traded and whose fair value cannot otherwise be measured reliably without undue cost or effort are measured at cost less impairment.

Financial instruments at fair value

All other financial instruments, including equity instruments that are publicly traded or whose fair value can otherwise be measured reliably, without undue cost or effort, are measured at fair value through profit and loss.

If a reliable measure of fair value is no longer available without undue cost or effort, then the fair value at the last date that such a reliable measure was available is treated as the cost of the instrument. Fair value adjustments of the investments are recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Going concern

The directors believe that the company has adequate financial resources to continue in operation for the foreseeable future and accordingly the annual financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the company is in a sound financial position and that it has access to sufficient borrowing facilities and investor funding to meet its foreseeable cash requirements. The directors are not aware of any new material changes that may adversely impact the company. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the company.

Fixed asset investments

Fixed asset investments in associates and subsidiaries are accounted for at fair value.

Founders Factory holds two types of fixed asset investments:

Build Investments recognition.

FFA provides capital to Build investments. A portion of the capital investment for Build investments is used to validate feasibility and viability of the investment. This portion of the investment is initially recognised as an incubation build expense on the profit/loss statement. Once there are signals that the business is venture-backable and that there is confidence that it will scale, additional capital is extended as spin out investment and this portion is recognised as an investment directly in the Balance sheet. The spin out investment is done through a SAFE and is recorded as an equity investment on the balance sheet.

Scale investments.

Scale investments are done through a SAFE and at the time of investment, they are initially recognised directly on the balance sheet as equity investments.

The valuation of each fixed asset investments is reviewed quarterly taking into account the trading performance, funding, product, team and market positioning. Investments will be tested for impairment or revaluation whenever events or changes in circumstances indicate that their carrying amount should either be impaired or revalued. Any upwards revaluation in the fair value will be recognised through the statement of comprehensive income within other operating income. Any downwards revaluation will be recognised as an impairment expense through administrative expenses.

Our valuation metrics for investments are outlined below:

- For investments in companies that have stopped operations: nil

- For investments in companies with a low probability of sale for at least the carrying amount: nil

- For investments in companies where third-party fundraising has been raised within the past 12-18 months then the valuation on the investment is based on a mark-to-market as per the valuation used in the latest equity investment round.

- For investments in companies within the first 18 months of being invested in by Founders Factory where no third party has yet been raised: at cash investment cost.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - 1 ).

4.	FIXED ASSET INVESTMENTS

Other

investments

£

COST OR VALUATION

At 1st January 2024

1,896,130

Additions

1

Revaluations

(6,704

)

Impairments

(245,424

)

Exchange differences

15,161

At 31st December 2024

1,659,164

PROVISIONS

Impairments

8,457

At 31st December 2024

8,457

NET BOOK VALUE

At 31st December 2024

1,650,707

At 31st December 2023

1,896,130

Cost or valuation at 31st December 2024 is represented by:

Other

investments

£

Valuation in 2023

297,114

Valuation in 2024

(337,698

)

Cost

1,699,748

1,659,164

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

116,949

165,971

Other debtors

20,298

20,376

137,247

186,347

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

-

48,169

Amounts owed to group undertakings

2,240,608

2,361,753

Taxation and social security

-

209

Other creditors

3,879

8,534

2,244,487

2,418,665

7.	RELATED PARTY DISCLOSURES

The company acts an agent in deploying funds for investments on behalf of its parent company. At 31 December 2024 £2,240,608 (2023 - £2,361,753) was owed to the parent company. No interest is due on this amount and is repayable on demand.