Fondy Group Ltd

	Page
Strategic Report	1—3
Director's Report	4—5
Independent Auditor's Report	6—8
Consolidated Profit and Loss Account	9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11
Company Balance Sheet	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Notes to the Consolidated Statement of Cash Flows	16
Notes to the Financial Statements	17—22

The director presents her strategic report for the year ended 31 December 2024.

Principal Activity

The principal activity of the Company during the year was the provision of information technology support and related management services within the Group. The Company also acted as the parent undertaking of the Group and provided strategic oversight and administrative support to subsidiary operations.

The Company operates under SIC code 62090 – Other information technology service activities.

Review of the Business

During the year, the Company generated turnover of approximately £72.9k, primarily arising from intercompany recharges and the provision of intra-group support services.

The Company maintained a limited operational structure appropriate to its role within the Group. Activities during the year included:

oversight of subsidiary operations;

coordination of group technology initiatives;

provision of development and technical support services;

and management of certain administrative and strategic functions.

The Company employed a small number of developers during the year to support internal technology requirements and group-related projects.

The Fondy Group Ltd is authorised by the UK Financial Conduct Authority (the “FCA") to act as an Authorised Electronic Money Institution. The Group's authorisation from the FCA also enables it to provide payment services.

During 2024, The Group continued its focus on building its client base for its payment processing business which enables E-Merchant clients to accept payment via the internet from their customers via credit and debit cards and other payment methods utilising the FONDY Platform.

Turnover decreased by approximately 6% from £77,951 in 2023 to £72,927 in 2024. We offer E-Merchants a product which is easy for them to implement and facilitates their growth in new markets by providing them with the ability to offer their customers a growing range of payment methods, including local payment methods in many markets. Our product also offers an anti-fraud system and a risk management system and the ability for our clients to generate reports on the demographics of their customers, including which countries they are from and which payment methods and currencies that they use. Our product also facilitates integration with clients' CRM and accounting systems.

Since October 2021, we commercially launched our payment accounts business, which is expected over time to enhance our profitability. The E-Merchant clients of our payment processing business are a natural client base for the payment accounts business.

The Group generated a net group loss of £747,367 (2023: £917,385), as a result of 1) the need to grow our client base and therefore increase the value of the transactions processed through us, 2) the high cost of processing card payments due to our small size and 3) the overhead costs, particularly employee costs, that a growing business must absorb. The Group has continued to be loss making since 2021. However, we actively work to optimise our business model and attempt to increase the amount of higher margin non-card payment transactions which we process for our clients. We also enjoy the benefit of strong support from our parent company and shareholders as we execute our strategic plans.

The Group has continued to incur losses during the year as it invests in the development and expansion of its payment processing platform and related services. The director has prepared forecasts and cash flow projections covering a period of at least twelve months from the date of approval of these financial statements. These forecasts, together with the continued support available from the Group's shareholders, indicate that the Group will have sufficient resources to continue trading for the foreseeable future. Accordingly, the director considers it appropriate to prepare the financial statements on a going concern basis.

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Fondy Group Ltd

Strategic Report (continued)

For The Year Ended 31 December 2024

Principal Risks and Uncertainties

Due to the size and nature of the business, the principal risks faced by the Company relate primarily to:

dependence on the performance and operational requirements of Group entities;

changes in economic and market conditions;

and operational and regulatory compliance matters.

The directors regularly review these risks and implement appropriate controls and oversight procedures where necessary.

Future Developments

The Company will continue to support the activities and growth of its subsidiary undertaking(s) through the provision of strategic oversight, technology support services, and administrative assistance where appropriate.

The directors expect the current level of activity to continue during the forthcoming financial year.

Financial Performance

Whilst the Group continued to incur losses during the year as it invested in expanding its payment processing platform and related services, the directors consider the results to be in line with management's expectations and consistent with the Group's long-term growth strategy.

The Company continued to maintain adequate working capital and financial support arrangements within the Group structure.

The Board and senior management monitor the performance of the Company regularly. They use financial indicators such as amount of transaction values processed, revenue as a percentage of transaction value processed, gross and net profit margins and a regular review of overhead expenses. They also compare actual with projected performance regularly.

A summary of principal KPI's are as follows :

(A) Financial	2024	2023
Revenue (£)	72,927	77,951
Revenue Growth (%)	(6.4%)	(77.9%)
Net Loss (£)	(747,367)	(917,385)
Net Loss Margin (%)	(1,025%)	(1,177%)
Cash at Bank (£)	71,617	190,315
(B) Non-Financial
Number of Employees	12	12

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Fondy Group Ltd

Strategic Report (continued)

For The Year Ended 31 December 2024

Section 172(1) Statement

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole.

In doing this, section 172 requires a director to have regard, amongst other matters, to the:

• likely consequences of any decisions in the long-term;

• interests of the company’s employees:

• need to foster the company’s business relationships with suppliers, customers and others;

• impact of the company’s operations on the community and environment;

• desirability of the company maintaining a reputation for high standards of business conduct;

• need to act fairly as between members of the company.

In discharging our section 172 duties, we have regard to the factors set out above. We also have regard to other factors which we consider relevant to the decision being made. Those factors, for example, include the interests and relationships with employees, customers and suppliers. We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decision-making, we do, however, aim to make sure that our decisions are consistent and predictable.

The Company delegates authority for day-to-day management of the Company to senior management of the Company and then engages management in setting, approving and overseeing the execution of the business strategy and related policies. The Company delegates to senior management to review the Company’s financial and operational performance, risk and compliance, and health and safety matters. The views and the impact of the Company’s activities on the Company’s stakeholders (including its customers and suppliers) are an important consideration for us when making relevant decisions.

During the period, the Company received information to help it understand the interests and views of the Company’s key stakeholders and other relevant factors when making decisions. This information was distributed in a range of different formats, including reports and presentations on our financial and operational performance, non-financial KPIs, risk, environmental, social and corporate governance matters, and the outcomes of specific pieces of engagement. As a result of this, the Company has had an overview of engagement with stakeholders and other relevant factors, which allows it to understand the nature of the stakeholders’ concerns and to comply with its section 172 duty to promote the success of the Company.

Fondy Group Ltd is managed by several well-trained and experienced staff who are the key to the success of the Company. They are from a diverse range of backgrounds in terms of education, religion, race, gender, and age. In order to motivate staff and encourage them to be part of the key personnel, the Company supports necessary on-the-job training as much as possible so that they can be part of the Company’s decision-making process. All the managers are invited to Head Office management meetings and share their views and concerns if there are any areas to improve or to increase the level of the service standards to customers.

On behalf of the board

Ms Valeriia Vahorovska

Director

03/07/2026

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Fondy Group Ltd

Company No. 14202549

Director's Report For The Year Ended 31 December 2024

Director's Report

The director presents her report and the financial statements for the year ended 31 December 2024.

Dividends

No dividends were paid during the year and the directors do not recommend the payment of a final dividend.

Directors

The director who held office during the year was as follows:

Ms Valeriia Vahorovska

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the director consider them to be of strategic importance to the business.

Statement of Director's Responsibilities

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the director is required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Director's Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
she has taken all the steps that she ought to have taken as director in order to make herself aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

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Fondy Group Ltd

Director's Report (continued)

For The Year Ended 31 December 2024

Independent Auditors

The auditor, KWSR & Co Ltd, has indicated its willingness to continue in office and a resolution concerning its re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Ms Valeriia Vahorovska

Director

03/07/2026

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Independent Auditor's Report

to the Members of

Fondy Group Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Fondy Group Ltd (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit/(loss) 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 the International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 director's 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 group and parent company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The director is 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. In connection with our audit of the financial statements, 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 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.

Opinions 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Fondy Group Ltd

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records or returns; or
certain disclosures of director's 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 Director's Responsibilities Statement set out on page 4—5, the director is 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 director 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 director is responsible for assessing the group and parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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 obtained an understanding of the legal and regulatory frameworks applicable to the Group, including the Companies Act 2006, FRS 102 and the regulatory requirements of the Financial Conduct Authority. We designed audit procedures to identify and assess the risk of material misstatement arising from non-compliance with laws and regulations, including consideration of management override of controls.

• Our procedures included testing revenue from payment processing activities, reviewing journal entries, assessing compliance with FCA regulatory requirements and considering the completeness of related party disclosures.

There are inherent limitations in the audit procedures described above and 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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 auditor’s 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 opinion we have formed.

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Independent Auditor's Report (continued)

to the Members of

Fondy Group Ltd

Susan Rahman BSc FCA (Senior Statutory Auditor)

for and on behalf of KWSR & Co Ltd , Statutory Auditor

03/07/2026

KWSR & Co Ltd

136 Merton High Street

London

SW19 1BA

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Fondy Group Ltd

Consolidated Profit and Loss Account

For The Year Ended 31 December 2024

Consolidated Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER	3	72,927	77,951
Cost of sales		(171,401 )	(130,935 )

GROSS LOSS		(98,474 )	(52,984 )

Administrative expenses		(908,701 )	(1,276,961 )
Other operating income		257,932	410,296

OPERATING LOSS	5	(749,243 )	(919,649 )
Other interest receivable and similar income	9	1,876	2,264

LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(747,367 )	(917,385 )

The notes on pages 16 to 22 form part of these financial statements.

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Fondy Group Ltd

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2024

Consolidated Statement of Comprehensive Income

	2024	2023
	£	£
LOSS FOR THE FINANCIAL YEAR	(747,367 )	(917,385 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	(747,367 )	(917,385 )

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Fondy Group Ltd

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

Registered number: 14202549

		2024		2023
	Notes	£	£	£	£
CURRENT ASSETS
Debtors	12	825,762		931,534
Cash at bank and in hand		71,617		190,315

		897,379		1,121,849
Creditors: Amounts Falling Due Within One Year	13	(562,016 )		(1,339,453 )

NET CURRENT ASSETS (LIABILITIES)			335,363		(217,604 )

TOTAL ASSETS LESS CURRENT LIABILITIES			335,363		(217,604 )

NET ASSETS/(LIABILITIES)			335,363		(217,604 )

CAPITAL AND RESERVES
Called up share capital	14		4,216,744		2,916,410
Profit and Loss Account			(3,881,381 )		(3,134,014 )

SHAREHOLDERS' FUNDS			335,363		(217,604)

The financial statements were approved by the board of directors on 3 July 2026 and were signed on its behalf by:

Ms Valeriia Vahorovska

Director

The notes on pages 16 to 22 form part of these financial statements.

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Fondy Group Ltd

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

Registered number: 14202549

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Investments	11		-		3,405,172

			-		3,405,172
CURRENT ASSETS
Debtors	12	61,221		8,736
Cash at bank and in hand		1		7

		61,222		8,743
Creditors: Amounts Falling Due Within One Year	13	(115,094 )		(668,427 )

NET CURRENT ASSETS (LIABILITIES)			(53,872 )		(659,684 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(53,872 )		2,745,488

NET (LIABILITIES)/ASSETS			(53,872 )		2,745,488

CAPITAL AND RESERVES
Called up share capital	14		4,216,744		2,916,410
Profit and Loss Account			(4,270,616 )		(170,922 )

SHAREHOLDERS' FUNDS			(53,872)		2,745,488

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's loss for the year was £(4,099,694) (2023: £(154,626) loss).

On behalf of the board

Ms Valeriia Vahorovska

Director

03/07/2026

The notes on pages 16 to 22 form part of these financial statements.

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Fondy Group Ltd

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	2,517,614	(2,216,629 )	300,985
Loss for the year and total comprehensive income	-	(917,385 )	(917,385)

Arising on shares issued during the period	398,796	-	398,796

As at 31 December 2023 and 1 January 2024	2,916,410	(3,134,014 )	(217,604)


Loss for the year and total comprehensive income	-	(747,367 )	(747,367)

Arising on shares issued during the period	1,892,904	-	1,892,904
Share capital reduction	(3,997,742 )	-	(3,997,742)

As at 31 December 2024	4,216,744	(3,881,381 )	335,363

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Fondy Group Ltd

Company Statement of Changes in Equity

For The Year Ended 31 December 2024

Company Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	2,517,614	(16,296 )	2,501,318
Loss for the year and total comprehensive income	-	(154,626 )	(154,626)

Arising on shares issued during the period	398,796	-	398,796

As at 31 December 2023 and 1 January 2024	2,916,410	(170,922 )	2,745,488


Loss for the year and total comprehensive income	-	(4,099,694 )	(4,099,694)

Arising on shares issued during the period	1,300,334	-	1,300,334

As at 31 December 2024	4,216,744	(4,270,616 )	(53,872)

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Fondy Group Ltd

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Consolidated Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash used in operations	1	(1,420,962 )	(413,805 )

Net cash used in operating activities		(1,420,962 )	(413,805 )

Cash flows from investing activities
Interest received		1,876	2,264

Cash flows from financing activities
Proceeds from issue of share capital		1,300,334	478,797
Purchase/redemption of own shares		-	(16,295 )
Amount introduced by directors		54	1,281

Net cash generated from financing activities		1,300,388	463,783



(Decrease)/increase in cash and cash equivalents		(118,698 )	52,242
Cash and cash equivalents at beginning of year	2	190,315	138,073

Cash and cash equivalents at end of year	2	71,617	190,315

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Fondy Group Ltd

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of loss for the financial year to cash used in operations

	2024	2023
	£	£
Loss for the financial year	(747,367 )	(917,385 )
Adjustments for:
Interest income	(1,876 )	(2,264 )
Movements in working capital:
Decrease in trade and other debtors	105,718	531,150
Decrease in trade and other creditors	(777,437 )	(25,306 )

Net cash used in operations	(1,420,962 )	(413,805 )

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	71,617	190,315

3. Analysis of changes in net funds

	As at 1 January 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	190,315	(118,698)	71,617

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Fondy Group Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Fondy Group Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 14202549 . The registered office is 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

The financial statements are presented in pound sterling, which is also the functional currency of the company. The financial statements are rounded to nearest pound.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results made up to 31 December 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

Any subsidiary undertakings sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Going Concern Disclosure

The financial statements have been prepared on a going concern basis.

The Group incurred a loss of £747,367 during the year ended 31 December 2024 and has continued to incur losses whilst investing in the growth and development of its payment processing operations.

The director has prepared forecasts and cash flow projections covering a period of at least twelve months from the date of approval of these financial statements. These forecasts demonstrate that the Group is expected to have sufficient financial resources to continue its operations as they fall due.

The director has also considered the continued financial support available from shareholders and the wider Group. Based on this assessment, the director has a reasonable expectation that the Group will continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

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Fondy Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.4. Significant judgements and estimations

The preparation of financial statements in conformity with FRS 102 requires management to make estimates and judgements that affect the application of accounting policies and the reported amounts of assets and liabilities.

The principal areas requiring management judgement are:

Going concern assessment

The directors have exercised judgement in assessing the Group's ability to continue as a going concern, including consideration of future cash flow forecasts, anticipated revenue growth and the availability of shareholder support.

Recoverability of intercompany balances

Management has considered the recoverability of amounts due from group undertakings based on the financial position and expected future performance of the relevant entities.

Valuation of investments in subsidiary undertakings

The carrying value of investments in subsidiary undertakings is assessed periodically for indicators of impairment and is supported by the directors' assessment of the underlying value of the subsidiaries.

2.5. Turnover

Revenue represents transaction processing fees and related service income earned from payment processing activities. Revenue is recognised when the underlying transaction has been processed and the Group has satisfied its performance obligations. Revenue is measured at the fair value of consideration receivable, net of VAT and trade discounts.

2.6. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.7. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.8. 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.

2.9. Taxation

Income tax expense represents the sum of the tax currently payable tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Current tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current tax is also recognised in other comprehensive income or directly in equity respectively.

2.10. Pensions

The group 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.

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Fondy Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

3. Turnover

Analysis of turnover by geographical market is as follows:

	2024	2023
	£	£
United Kingdom	72,927	77,951

	72,927	77,951

4. Other Operating Income

	2024	2023
	£	£
Other operating income	257,932	410,296

	257,932	410,296

Other operating income represents the recharge of costs and shared service expenses to V&A Holding GmbH and other group undertakings. The recharges relate to operational and administrative costs incurred by the Group on behalf of those entities and are recognised in the period to which the underlying costs relate.

5. Operating Loss

The operating loss is stated after charging:

	2024	2023
	£	£
Bad debts	747	164,258

6. Auditor's Remuneration

Remuneration received by the group's auditors and their subsidiary during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the group and company's financial statements	9,600	7,100

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Wages and salaries	657,682	925,459	76,713	104,040
Other pension costs	11,761	16,877	-	-

	669,443	942,336	76,713	104,040

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Fondy Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

8. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 12 (2023: 12)

Company

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

9. Interest Receivable and Similar Income

	2024	2023
	£	£
Other interest receivable	1,876	2,264

10. Tax on Profit

	Tax Rate		2024	2023
The tax (credit)/charge on the loss for the year was as follows:
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	19.0%	-	-


The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
			2024	2023
			£	£
Profit before tax			(747,367)	(917,385)

Tax on profit at 25% (UK standard rate)			(186,842 )	(174,303 )
Tax losses unutilised carried forward			186,842	174,303

Total tax charge for the period			-	-

No deferred tax asset has been recognised in respect of accumulated tax losses carried forward, as the directors do not consider that there is sufficient certainty regarding the availability of future taxable profits against which such losses can be utilised.

11. Investments

Company

	Subsidiaries
	£
Cost
As at 1 January 2024	3,405,172
Additions	592,570
Disposals	(3,997,742 )

As at 31 December 2024	-

...CONTINUED

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Fondy Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	-

As at 1 January 2024	3,405,172

The investment in Fondy Limited has been fully impaired during the year following an assessment of recoverability. As at 31 December 2024, the subsidiary was in a net liability position and, based on the information available at the reporting date, the carrying amount of the investment was not considered recoverable. Accordingly, a full impairment has been recognised in the financial statements.

12. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	52,495	4,789	52,485	-
Other debtors	12,559	31,948	8,736	8,736
Director's loan account	1,258	1,312	-	-
Amounts owed by group undertakings	759,450	893,485	-	-

	825,762	931,534	61,221	8,736

Amounts owed by group undertakings are unsecured, interest free and repayable on demand unless otherwise agreed.

13. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	228,810	315,224	13,136	10,442
Amounts owed to group undertakings	-	-	83,269	46,119
Other creditors	22,682	638,102	2,995	587,816
Taxation and social security	277,949	378,289	15,694	18,827
Accruals and deferred income	32,575	7,838	-	5,223

	562,016	1,339,453	115,094	668,427

Amounts owed to group undertakings are unsecured, interest free and repayable on demand unless otherwise agreed.

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Fondy Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

14. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
4,216,744 Ordinary Shares of £ 1.00 each	4,216,744	2,916,410


Shares issued during the period:	£
1,892,904 Ordinary Shares of £ 1.00 each	1,892,904


Shares disposed during the period:	£
3,997,742 Ordinary Shares of £ 1.00 each	(3,997,742)

The ordinary shares rank pari passu in all respects and carry one vote per share. Each ordinary share carries equal rights to dividends and distributions on winding up.

15. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £11,761 (2023: £16,877).

At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.

16. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2024
	£	£	£	£	£
Ms Valeriia Vahorovska	1,312	-	54	-	1,258

The above loan is unsecured, interest free and repayable on demand.

17. Controlling Parties

The immediate parent undertaking of the Company is V&A Holding GmbH (FN 428241 t), incorporated in Austria, which holds 95.24% of the issued share capital of Fondy Group Ltd. The ultimate controlling party of the Group is Ms Valeriia Vahorovska, who exercises control through her ownership and control of V&A Holding GmbH.

Copies of the group accounts may be obtained from the company's registered office.

18. Subsidiary Undertakings

At 31 December 2024, the Company held the following investments in subsidiary undertakings:

Name of Subsidiary	Country of Incorporation	Principal Activity	Shareholding
Fondy Ltd	United Kingdom	Payment Processing Services	100%

The registered office of each subsidiary is available from the registered office of the Company.

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