ACCOUNTS - Final Accounts preparation

Employee benefit expenses

Registered number: 11091040

Monek Group Limited

Financial statements

For the Year Ended 30 June 2025

Monek Group Limited

Registered number: 11091040

Consolidated Balance Sheet

As at 30 June 2025

	2025	2024
Note	£	£

Assets
Non-current assets
Property, plant and equipment	7	342,656	306,290
Intangible assets	8	16,822,104	16,419,767
Deferred tax assets		10,000	-
		17,174,760	16,726,057
Current assets
Trade and other receivables	10	2,250,233	1,203,460
Cash and cash equivalents		338,501	315,938
		2,588,734	1,519,398
Total assets		19,763,494	18,245,455

Liabilities
Non-current liabilities
Loans and borrowings	12	-	412,126
Deferred tax liability		103,000	72,000
		103,000	484,126
Current liabilities
Bank overdraft		28,380	-
Trade and other liabilities	11	3,499,667	1,257,127
Loans and borrowings	12	412,125	333,393
		3,940,172	1,590,520
Total liabilities		4,043,172	2,074,646
Net assets		15,720,322	16,170,809

Page 1

Monek Group Limited

Registered number: 11091040

Consolidated Balance Sheet (continued)

As at 30 June 2025

	2025	2024
Note	£	£

Issued capital and reserves attributable to owners of the parent
Share capital	13	897,247	893,810
Share premium reserve		15,961,627	15,690,065
Capital redemption reserve		25	25
Retained earnings		(1,138,577)	(413,091)

TOTAL EQUITY		15,720,322	16,170,809

The financial statements on pages 1 to 34 were approved and authorised for issue by the board of directors on 23 July 2026 and were signed on its behalf by:

___________________________

M Carroll

Director

The notes on pages 5 to 34 form part of these financial statements.

Page 2

Monek Group Limited

Registered number: 11091040

Company Balance Sheet

As at 30 June 2025

	2025	2024
Note	£	£

Assets
Non-current assets
Property, plant and equipment	7	103,333	143,333
Intangible assets	8	1,200,000	1,200,000
Other non-current investments		13,188,438	13,188,438
Deferred tax assets		10,000	-
		14,501,771	14,531,771
Current assets
Trade and other receivables	10	2,744,926	1,870,515
Cash and cash equivalents		103	-
		2,745,029	1,870,515
Total assets		17,246,800	16,402,286

Liabilities
Trade and other liabilities	11	728,210	89,765
Total liabilities		728,210	89,765
Net assets		16,518,590	16,312,521

Issued capital and reserves attributable to owners of the parent
Share capital	13	897,247	893,810
Share premium reserve		15,961,627	15,690,065
Capital redemption reserve		25	25
Retained earnings		(340,309)	(271,379)
TOTAL EQUITY		16,518,590	16,312,521

The Company's loss for the period was £68,930 (2024 - £191,280).
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The Company's financial statements have been delivered in accordance with the provisions applicable to entities subject to the small companies regime.

Page 3

Monek Group Limited

Registered number: 11091040

Company Balance Sheet (continued)

As at 30 June 2025

The Company has opted not to file the statement of comprehensive income in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements on pages 1 to 34 were approved and authorised for issue by the board of directors on 23 July 2026 and were signed on its behalf by:

___________________________

M Carroll

Director

The notes on pages 5 to 34 form part of these financial statements.

Page 4

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies

1.1

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

∙has power over the investee;

∙is exposed, or has rights, to variable returns from its involvement with the investee; and

∙has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

∙potential voting rights held by the Company, other vote holders or other parties;

∙rights arising from other contractual arrangements; and

∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Page 5

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)

1.2

Going concern

The Group incurred a loss for the year of £725,486 (2024: £1,280,577), reflecting the planned costs of the Group's strategic restructuring and investment programme. As at 30 June 2025, the Group had net assets of £15,720,322. The Directors have assessed the Group's ability to continue as a going concern and have prepared detailed cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. At an operating level, the Group's EBITDA loss (loss from operations before depreciation, amortisation and impairment) reduced from £1,004,800 to £56,526, and preliminary results show the Group moving to a positive EBITDA position in the year ended 30 June 2026.
The Group's principal trading activity is conducted through Monek Merchant Services Ltd, which represents more than 95% of consolidated Group revenues and is the primary source of the Group's ongoing cash generation. During the year, Monek Merchant Services Ltd delivered revenue growth of 78% and has continued to grow in the period since the year end. Preliminary results for the year ended 30 June 2026 show Group revenue increasing to approximately £7.5m, together with a marked improvement in overall trading performance. The Directors consider the trading performance, financial position and prospects of this entity to be strong and to provide a sustainable and resilient financial foundation for the Group.
Monek Limited represents the Group's legacy gateway business and now accounts for less than 5% of Group revenues. As part of the Group's strategic transition, activity within Monek Limited has reduced in an orderly manner and is expected to cease as remaining customers complete their migration to the Group's acquiring platform. Monek Limited does not represent a material contributor to the Group's ongoing revenue generation, cash flows or operational capacity.
Subsequent to the year end, HM Revenue & Customs presented a winding-up petition against Monek Limited in respect of historic tax liabilities. This matter has since been fully resolved. The outstanding balance was settled in full through a combination of cash payments and the offset of research and development tax credits, and the petition was dismissed by the court in July 2026. Monek Group Limited did not provide any guarantee, indemnity or security to HM Revenue & Customs or to any other third party in respect of the obligations of Monek Limited, and no liability in respect of this matter remains outstanding within the Group. Further detail is provided in Note 27.
Separately, Monek Group Limited has provided an undertaking to Monek Limited that it will continue to provide financial support for a period of at least twelve months from the date of approval of these financial statements, to enable the orderly completion of the wind-down of that company's residual activities. This undertaking is an expression of intra-group support and does not constitute a guarantee or security in favour of any creditor of Monek Limited. The Directors have considered the cost of providing this support within the Group's cash flow forecasts and consider it manageable within the Group's available resources.
The Directors also note the continued support of the Group's shareholders. During the year ended 30 June 2025, shareholders invested £275,000 of new equity capital into the Group, with further equity funding received in the period since the year end while the Group progressed its larger growth investment. This demonstrated pattern of shareholder support, together with the Group's net asset position and trading performance, provides further evidence of the Group's financial resilience.
Having considered the Group's financial position, cash flow forecasts, the performance and prospects of the principal trading entity, the resolution of the HMRC matter, and the availability of shareholder support, the

Page 6

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)

1.2

Going concern (continued)

Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

1.3

Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

∙deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;

∙liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and

∙assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as

Page 7

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)

1.3

Business combinations (continued)

measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

1.4

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 1.3) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

1.5

Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

Page 8

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)


	1.6	Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Group as a lessee

The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

∙fixed lease payments (including in-substance fixed payments), less any lease incentives;

The lease liability is included in the 'Loans and borrowings' line in the Consolidated Balance Sheet.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

∙the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

Page 9

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)

1.6

Leasing (continued)

The Group as a lessee (continued)

The right-of-use assets are included in the 'Property, Plant and Equipment' and 'Investment Property' lines, as applicable, in the Consolidated Balance Sheet.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 1.9.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has used this practical expedient.

1.7

Employee benefits

Retirement benefit costs and termination benefits
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
Payments to defined contribution retirement benefit plans are recognised as an expense when the employees have rendered service entitling them to the contributions.

1.8

Taxation

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

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Page 10

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)

1.9

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

		Right-of-use assets	over the term of the lease
		Plant and machinery	33% straight line
		Fixtures and fittings	33% straight line
		Hardware	20% straight line
		Terminals	20% reducing balance

1.10

Intangible assets

(i) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

		Intellectual property	10% straight line
		Development expenditure	10% straight line

Page 11

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

1.Accounting policies (continued)

1.10

Intangible assets (continued)

(ii) Internally-generated intangible assets

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

∙the technical feasibility of completing the intangible asset so that it will be available for use or sale;

∙the intention to complete the intangible asset and use or sell it;

∙the ability to use or sell the intangible asset;

∙how the intangible asset will generate probable future economic benefits;

∙the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

∙the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

(iii) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

1.11

Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Page 12

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

2.	Reporting entity

Monek Group Limited (the 'Company') is a company limited by shares, incorporated in the United Kingdom and registered in England and Wales. The Company's registered office is at F2 & F3 City Wharf, Davidson Road, Lichfield, Staffordshire, WS14 9DZ. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in the provision of card acquiring services, proprietary payment gateway technology, onboarding and data services, and API-driven integrations.

3.	Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 23 July 2026.

Details of the Group's accounting policies, including changes during the year, are included in note 1.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.

3.1 Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.

	Items	Measurement basis
	Intangible assets acquired in a business combination	Fair value

Page 13

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

3.Basis of preparation (continued)


	3.2 Changes in accounting policies i) New standards, interpretations and amendments effective from 1 July 2024

The Group has assessed the following new and amended accounting standards that are effective for annual periods commencing on or after 1 July 2024:

∙Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current;

∙Amendments to IAS 1 Presentation of Financial Statements – Non-current Liabilities with Covenants;

∙Amendments to IFRS 16 Leases – Lease Liability in a Sale and Leaseback;

∙Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements;

∙Amendments to IAS 12 Income Taxes – International Tax Reform—Pillar Two Model Rules.

The Group has applied those amendments that are relevant to the activities of entities within the Group. Following this assessment, the Directors concluded that none of the amendments effective during the period had a material impact on the recognition, measurement or presentation of amounts reported in the Group's financial statements.
There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 30 June 2025 that have a material impact on the Group’s financial statements.

ii)

New standards, interpretations and amendments not yet effective

The following standards and interpretations to published standards are not yet effective:

New standard or interpretation	EU Endorsement status	Mandatory effective date (period beginning)
Amendments to IAS 21 – Lack of Exchangeability	Endorsed	1 January 2025
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments	Endorsed	1 January 2026
Annual Improvements to IFRS Accounting Standards – Volume 11	Endorsed	1 January 2026
Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity	Endorsed	1 January 2026
IFRS 18 – Presentation and Disclosure in Financial Statements	Endorsed	1 January 2027

Page 14

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

3.Basis of preparation (continued)

ii) New standards, interpretations and amendments not yet effective (continued)

IFRS 19 – Subsidiaries without Public Accountability: Disclosures

Not yet endorsed

1 January 2027

The directors anticipate that the adoption of these Standards in future periods may have an impact on the results and net assets of the Company, however, it is too early to quantify this.

The directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future periods will only have an impact on the presentation in the financial statements of the Company.

4.	Functional and presentation currency

These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

Page 15

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

5.	Accounting estimates and judgements

5.1 Judgement

Judgement

The preparation of the financial statements in conformity with generally accepted accounting practice requires the directors to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgements or estimating are necessarily applied are summarised below.
Fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values consider such things such as future market conditions, the remaining life of the asset and projected disposal values.
Intangible fixed assets are amortised over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors.
The Directors have reviewed the asset lives and associated residual values of all fixed asset classes and have concluded that a straight line depreciation policy is more appropriate as it reflects the useful economic lives of assets and their residual values more reliably than the reducing balance depreciation policy.
Impairment review of intangible fixed assets
The Group reviews the carrying amounts of its intangible assets annually, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. The impairment review requires management to make significant judgements and estimates concerning the future cash flows expected to be generated by the intangible assets, the appropriate discount rates to apply to these cash flows, and the useful lives of the assets.
Key assumptions used in the impairment review include estimates of future cash flows based on the most recent financial budgets and forecasts approved by management, which reflect management's best estimate of the economic conditions that will exist over the remaining useful life of the asset; discount rates that reflect the current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted; and the useful lives of intangible assets based on management's estimates of the period over which the assets are expected to generate economic benefits. Changes in these assumptions could result in significant adjustments to the carrying amount of intangible assets and the recognition of impairment losses in the consolidated financial statements.

Page 16

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

Wages and salaries	1,082,869	951,288
National insurance	217,676	182,155
Defined contribution pension cost	87,040	60,746
	1,387,585	1,194,189

Key management personnel compensation Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company.
	2025	2024
	£	£


Salary	96,000	-
Defined contribution scheme costs	4,800	-
	100,800	-

The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
	2025	2024
	No.	No.

Sales	4	3
Operations	20	20
Administration	3	3
Directors	2	2
	29	28

Page 17

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

7.	Property, plant and equipment
	Group

	Right-of-use assets	Plant and machinery	Fixtures and fittings	Hardware	Terminals	Total
	£	£	£	£	£	£
Cost
At 1 July 2023	422,819	14,424	167,552	200,000	23,727	828,522
Additions	-	-	-	12,791	43,189	55,980
Disposals	(135,398)	-	-	(1,158)	-	(136,556)
Transfers between classes	-	-	(34,801)	11,074	-	(23,727)
At 30 June 2024	287,421	14,424	132,751	222,707	66,916	724,219
Additions	-	-	-	3,419	189,998	193,417
Disposals	(33,965)	-	-	-	-	(33,965)
Transfers between classes	-	(13,693)	(30,421)	44,114	-	-
At 30 June 2025	253,456	731	102,330	270,240	256,914	883,671

Page 18

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

7.Property, plant and equipment (continued)

	Right-of-use assets	Plant and machinery	Fixtures and fittings	Hardware	Terminals	Total
	£	£	£	£	£	£
Accumulated depreciation and impairment
At 1 July 2023	252,207	14,424	131,696	16,667	-	414,994
Charge owned for the year	-	-	7,003	46,278	9,888	63,169
Charged financed for the year	76,129	-	-	-	-	76,129
Disposals	(135,398)	-	-	(965)	-	(136,363)
Transfers between classes	-	-	(7,371)	5,111	2,260	-
At 30 June 2024	192,938	14,424	131,328	67,091	12,148	417,929
Charge owned for the year	-	-	1,423	45,844	41,703	88,970
Charged financed for the year	68,081	-	-	-	-	68,081
Disposals	(33,965)	-	-	-	-	(33,965)
Transfers between classes	-	(13,693)	(30,421)	44,114	-	-
At 30 June 2025	227,054	731	102,330	157,049	53,851	541,015
Net book value
At 1 July 2023	170,612	-	35,856	183,333	23,727	413,528
At 30 June 2024	94,483	-	1,423	155,616	54,768	306,290
At 30 June 2025	26,402	-	-	113,191	203,063	342,656

Page 19

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

7.Property, plant and equipment (continued)

7.1. Assets held under leases
The net book value of owned and leased assets included as "Property, plant and equipment" in the Consolidated Balance Sheet is as follows:
	30 June 2025	30 June 2024
	£	£


Property, plant and equipment owned	316,254	211,807
Right-of-use assets, excluding investment property	26,402	94,483
	342,656	306,290

Information about right-of-use assets is summarised below: Net book value
	30 June 2025	30 June 2024
	£	£

Property	26,402	89,766
Motor vehicles	-	4,717
	26,402	94,483

Depreciation charge for the year ended
	30 June 2025	30 June 2024
	£	£

Property	63,364	63,364
Motor vehicles	4,717	12,765
	68,081	76,129

Page 20

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

	Company

		Hardware
		£
	Cost
	At 1 July 2023	200,000
	At 30 June 2024	200,000
	At 30 June 2025	200,000

		Hardware
		£
	Accumulated depreciation and impairment
	At 1 July 2023	16,667
	Charge owned for the year	40,000
	At 30 June 2024	56,667
	Charge owned for the year	40,000
	At 30 June 2025	96,667
	Net book value
	At 1 July 2023	183,333
	At 30 June 2024	143,333
	At 30 June 2025	103,333

Page 21

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

8.	Intangible assets
	Group

	Goodwill	Development expenditure	Intellectual property	Negative goodwill	Total
	£	£	£	£	£
Cost
At 1 July 2023	12,849,141	4,095,221	800,182	(850,685)	16,893,859
Additions - internal	-	934,138	-	-	934,138
At 30 June 2024	12,849,141	5,029,359	800,182	(850,685)	17,827,997
Additions - internal	-	1,007,759	-	-	1,007,759
At 30 June 2025	12,849,141	6,037,118	800,182	(850,685)	18,835,756

	Goodwill	Development expenditure	Intellectual property	Negative goodwill	Total
	£	£	£	£	£
Accumulated amortisation and impairment
At 1 July 2023	-	1,004,760	800,182	(850,685)	954,257
Charge for the year - owned	-	453,973	-	-	453,973
At 30 June 2024	-	1,458,733	800,182	(850,685)	1,408,230
Charge for the year - owned	-	559,891	-	-	559,891
Impairment charge	-	45,531	-	-	45,531
At 30 June 2025	-	2,064,155	800,182	(850,685)	2,013,652
Net book value
At 1 July 2023	12,849,141	3,090,461	-	-	15,939,602
At 30 June 2024	12,849,141	3,570,626	-	-	16,419,767
At 30 June 2025	12,849,141	3,972,963	-	-	16,822,104

Page 22

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

	Company

		Goodwill
		£
	Cost
	At 1 July 2023	1,200,000
	At 30 June 2024	1,200,000
	At 30 June 2025	1,200,000

		Goodwill
		£
	Accumulated amortisation and impairment
	Net book value
	At 1 July 2023	1,200,000
	At 30 June 2024	1,200,000
	At 30 June 2025	1,200,000

Page 23

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025


9.	Subsidiaries
	Details of the Group's material subsidiaries at the end of the reporting period are as follows:
	Name of subsidiary	Principal activity	Place of incorporation and operation	Proportion of ownership interest and voting power held by the Group (%)
				2025	2024

1) Monek Limited	Provision of credit card processing to business via IP connectivity	United Kingdom	100	100
2) Monek Merchant Services Ltd	Authorised payment institution	United Kingdom	100	100
3) Secure Hosting Limited	Dormant company	United Kingdom	100	100
4) Monek Data Services Limited	Provision of information technology consultancy	United Kingdom	100	100

Company
		2025	2024
	Note	£	£

	Investments in subsidiary companies	9	13,188,438	13,188,438
			13,188,438	13,188,438

Page 24

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025


10.	Trade and other receivables

	Group
		2025	2024
		£	£


Trade receivables	660,455	412,646
Trade receivables - net	660,455	412,646
Prepayments and accrued income	260,563	107,104
Other receivables	1,329,215	683,710
Total trade and other receivables	2,250,233	1,203,460
Less: current portion - trade receivables	(660,455)	(412,646)
Less: current portion - prepayments and accrued income	(260,563)	(107,104)
Less: current portion - other receivables	(1,329,215)	(683,710)
Total current portion	(2,250,233)	(1,203,460)
Total non-current portion	-	-

The carrying value of trade and other receivables classified as loans and receivables approximates fair value.

Company
	2025	2024
	£	£


Trade receivables	1,200	-
Trade receivables - net	1,200	-
Receivables from related parties	2,277,430	1,618,920
Other receivables	466,296	251,595
Total trade and other receivables	2,744,926	1,870,515
Less: current portion - trade receivables	(1,200)	-
Less: current portion - other receivables	(466,296)	(251,595)
Less: current portion - receivables from related parties	(2,277,430)	(1,618,920)
Total current portion	(2,744,926)	(1,870,515)

Page 25

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

10.Trade and other receivables (continued)

Total non-current portion

11.	Trade and other payables

	Group
		2025	2024
		£	£


Trade payables	1,124,938	353,775
Other payables	844,689	241,062
Accruals	278,513	183,764
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost	2,248,140	778,601
Other payables - tax and social security payments	1,251,527	478,526
Total trade and other payables	3,499,667	1,257,127
Less: current portion - trade payables	(1,124,938)	(353,775)
Less: current portion - other payables	(2,096,216)	(719,588)
Less: current portion - accruals	(278,513)	(183,764)
Total current portion	(3,499,667)	(1,257,127)
Total non-current position	-	-

The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.

Page 26

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

Company
	2025	2024
	£	£


Trade payables	6,484	2,761
Other payables	721,705	86,988
Accruals	21	16
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost	728,210	89,765
Total current portion	(728,210)	(89,765)

12.	Loans and borrowings
	Group
		2025	2024
		£	£

Non-current
Bank loans - secured	-	383,176
Lease liabilities	-	28,950
	-	412,126
Current
Overdrafts	28,380	-
Bank loans - secured	383,176	260,659
Lease liabilities	28,949	72,734
	440,505	333,393
Total loans and borrowings	440,505	745,519

During the prior year, the Group obtained a new loan of £810,000. 36 monthly payments are to be made following the date of first drawdown of the facility. Interest payable is charged at 9.71%.
The bank loan is secured by way of a debenture over the assets and undertaking of the Group.

Page 27

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

13.	Share capital
	Authorised
		2025	2025	2024	2024
		Number	£	Number	£

Shares treated as equity
A Ordinary shares of £0.01 each	87,888,248	878,882	87,544,498	875,445
B Ordinary shares of £0.01 each	1,836,478	18,365	1,836,478	18,365
	89,724,726	897,247	89,380,976	893,810

Issued and fully paid
	2025	2025	2024	2024
	Number	£	Number	£

A Ordinary shares of £0.01 each
At 1 July	87,544,498	875,445	86,280,862	862,809
Shares issued	343,750	3,438	1,263,636	12,636
Rounding for share price of £0.01	-	(1)	-	-
At 30 June	87,888,248	878,882	87,544,498	875,445

Page 28

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

13.Share capital (continued)

2025	2025	2024	2024
Number	£	Number	£

	B Ordinary shares of £0.01 each
	At 1 July and 30 June	1,836,478	18,365	1,836,478	18,365

On 23 August 2024 312,500 A Ordinary shares of £0.01 each were issued at a premium of £0.79 per share.
On 28 August 2024 31,250 A Ordinary shares of £0.01 each were issued at a premium of £0.79 per share.
Share rights
All shares rank pari passu.
A Ordinary shares
a) Full voting rights - one vote per share
b) Full right to receive dividends and interim dividends if declared by the director of the Group.
c) Entitled to receive any distribution of capital should such a distribution be declared.
B Ordinary shares
a) Full voting rights - one vote per share
b) Full right to receive dividends and interim dividends if declared by the director of the Group.
c) Entitled to receive any distribution of capital should such a distribution be declared.

14.

Reserves

Share premium

The amount received in excess of the par value of shares issued less the associated costs of issue.

Capital redemption reserve

A statutory, non-distributable reserve into which amounts are transferred following the purchase of a company's own shares.

Retained earnings

Retained earnings represent cumulative profit or losses, net of dividends paid and other adjustments.

Page 29

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

15.	Leases
	Group

	(i) Leases as a lessee
	The Group leases motor vehicles and property from which it operates its business.

	Right-of-use assets

Lease liabilities are due as follows:
	2025	2024
	£	£

Contractual undiscounted cash flows due
Not later than one year	28,949	72,734
Between one year and five years	-	28,949
	28,949	101,683


	Lease liabilities included in the Consolidated Balance Sheet at 30 June	28,949	101,684


Non-current	-	28,950
Current	28,949	72,734

The following amounts in respect of leases have been recognised in profit or loss:
	2025	2024
	£	£

Interest expense on lease liabilities

2,074

3,965

Page 30

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

16.	Financial instruments - fair values and risk management
	16.1 Accounting classifications and fair values
	The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
			Carrying amount
	30 June 2025	Note	Amortised cost	Total
			£	£

Financial assets not measured at fair value
Trade and other receivables	10	2,255,619	2,255,619
Cash and cash equivalents		338,501	338,501
		2,594,120	2,594,120
Financial liabilities not measured at fair value
Bank overdrafts		(28,380)	(28,380)
Secured bank loans	12	(383,176)	(383,176)
Financial lease liabilities	12	(28,949)	(28,949)
Trade payables	11	(2,248,140)	(2,248,140)
		(2,688,645)	(2,688,645)

Page 31

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

16.Financial instruments - fair values and risk management (continued)

16.1 Accounting classifications and fair values (continued)

		Carrying amount
30 June 2024	Note	Amortised cost	Total
		£	£

Financial assets not measured at fair value
Trade and other receivables	10	1,203,460	1,203,460
Cash and cash equivalents		315,938	315,938
		1,519,398	1,519,398
Financial liabilities not measured at fair value
Secured bank loans	12	(643,835)	(643,835)
Financial lease liabilities	12	(101,684)	(101,684)
Trade payables	11	(778,601)	(778,601)
		(1,524,120)	(1,524,120)

17.	Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

The directors are members of the Group's key management personnel and are therefore considered to be related parties. At 30 June 2025, an amount of £464,662 (2024: £251,015) was due from a director in respect of an overdrawn loan account. The balance increased by £213,647 during the year through further drawings. No repayments were made during the year and no interest was charged on the outstanding balance. The balance outstanding at 30 June 2025 was unsecured and repayable on demand.

Page 32

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025


18.	Capital management
	The Group’s capital management objectives are: • to ensure the Group’s ability to continue as a going concern, and • to provide an adequate return to shareholders by pricing services in a way that reflects the level of risk involved in providing those services.
	The Group monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented in the consolidated statement of financial position.
	Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the various classes of Group debt. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Group is not subject to any externally imposed capital requirements.
	During the year ended 30 June 2025, the Group's strategy was to maintain a gearing ratio within 1% to 10% which was unchanged from the previous year.
	The gearing ratios at 30 June 2025 and 30 June 2024 were as follows:
		2025	2024
		£	£


Debt	440,505	745,519
Cash and cash equivalents	(338,501)	(315,938)
Net debt	102,004	429,581


Capital and reserves	15,720,322	16,170,809
Total equity	15,720,322	16,170,809
Net debt to total equity ratio	1%	3%

19.	Controlling Party

At 30 June 2025, the Directors considered the ultimate controlling party to be M Carroll.

Page 33

Monek Group Limited

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2025

20.	Events after the reporting date
	Group

Subsequent to the reporting date, HM Revenue & Customs presented a winding-up petition against Monek Limited, a subsidiary of the Group, in respect of historic tax liabilities exceeding £700,000. The petition has since been resolved in full. The outstanding balance was settled through a combination of cash payments and the offset of a research and development tax credit claim, funded in part via a fellow group company, and the petition was dismissed by the court in July 2026. No liability in respect of this matter remains outstanding.
The resolution of this matter concludes the Group's principal legacy liability. The liability was contained entirely within Monek Limited as a separate corporate entity. Monek Group Limited has undertaken to provide financial support to Monek Limited to enable the orderly completion of the wind-down of that company's residual activities, as described in the going concern disclosures. With this matter resolved, the Group has no remaining exposure in respect of these historic tax liabilities.
As the petition was presented after the reporting date of 30 June 2025, it has been treated as a non-adjusting post balance sheet event. The underlying liabilities were recognised in these financial statements at the reporting date and accordingly no further adjustments are required. Further information regarding the Group's going concern assessment is provided in Note 1.2.
On 25 November 2025 the Company allotted new share capital of £500,000. The consideration was received in December 2024 and was held within current liabilities as monies received in respect of shares to be issued at 30 June 2025. This is a non-adjusting event.

21.	Auditors' information

The auditors' report on the financial statements for the year ended 30 June 2025 was unqualified.
The audit report was signed on 23 July 2026 by Mark Gurney FCCA (Senior Statutory Auditor) on behalf of Dains Audit Limited.

Page 34