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Registered number: 10600055









PAYALLY LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
PAYALLY LIMITED
 
 
COMPANY INFORMATION


Directors
Rafal Andzejevski 
Robert Ford 




Registered number
10600055



Registered office
80 Coleman Street

London

EC2R 5BJ




Independent auditors
Zenith Audit Ltd
Registered Auditors

3rd Floor North, Warwick House,

65/66 Queen Street,

London

EC4R 1EB





 
PAYALLY LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 6
Independent Auditors' Report
7 - 10
Statement of Comprehensive Income
11
Balance Sheet
12
Statement of Changes in Equity
13 - 14
Statement of Cash Flows
15
Notes to the Financial Statements
16 - 31


 
PAYALLY LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present this Strategic report for the year ended 31 December 2024 with the goal of providing a balanced and comprehensive analysis of the company's development in its initial accounting periods and its future outlook. The review is consistent with the current size and nature of the business.

Principal activity
 
The principal activity of the company is that of providing e-commerce card acquiring, currency exchange, money transfer services and prepaid card issuing together with electronic money.

Business review, key milestones and future developments
 
The company was authorised as a payment institution by the Financial Conduct Authority ('the FCA') on 3 July 2017 and then re-authorised by the FCA under PSD2 regulations on 14 February 2018. PayAlly Limited commenced trading on 7 November 2017. On 13 December 2021, the company was authorised to carry on electronic money activities under the Electronic Money Regulations 2011 (EMRs). The directors have taken every opportunity to progress the business in line with its business plan.

When, during 2023, a review of our systems suggested that they had not kept up entirely with the relatively rapid expansion of the business, the company decided to stop onboarding new clients until all systems had been adequately upgraded. The company did this with the full approval of the FCA and have now been assured by a third-party audit that the systems are now perfectly adequate for a business of our size.

PayAlly Limited's development in the period consisted of continuing to expand its payments and acquiring infrastructure in order to enable the company to reduce costs and improve its competitive position in the market for the provision of services to small and medium companies and introduce new products.

During the course of the period, the company has continued making improvements to the payments infrastructure, integration of alternative payment methods, and development of new products.

PayAlly Limited's strategic focus continues to be on building a resilient, scalable, and technology-driven payments business, capable of supporting new products and competing effectively in an increasingly complex and regulated financial services environment.

A core element of the company's strategy is the diversification of its services and product offering, with the objective of further expanding revenue streams and reducing dependency on any single product line. The company continuously evaluates market demand and regulatory feasibility when introducing new products to ensure sustainable and compliant growth.

The investment in more sophisticated and scalable IT systems continues to be a significant focus. PayAlly Limited has continued to enhance its technology infrastructure to improve operational efficiency, strengthen reporting and monitoring capabilities to support future product expansion. As part of this effort, the company is exploring the implementation of artificial intelligence (AI)–based tools to improve internal efficiency, including transaction analysis, operational monitoring, customer onboarding support, and data-driven decision-making.

The company has also invested in customer service and client experience by further strengthening internal processes, upgrading support tools, and continuing staff development. 

In parallel, PayAlly Limited has continued to collaborate selectively with regulated financial technology and digital asset service providers, where appropriate, to enhance its product ecosystem and remain aligned with evolving payment technologies, while maintaining a conservative risk appetite and robust compliance framework.



 
Page 1

 
PAYALLY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Overall, the company's forward strategy continues to focus on service and product diversification, technological advancement, operational excellence, and regulatory robustness, positioning PayAlly Limited to adapt effectively to market developments and deliver sustainable long-term value to stakeholders.

In order to support this forward strategy, the overall structure of the business being reassessed and rather than PayAlly Limited being the lead organisation, it will become an important part of an overall group.

PayAlly Limited was set up in 2017 with a modest number of people and has grown into a significant organisation surrounded by a group of companies and with a much more significant number of staff and services. PayAlly Limited’s sister company, PA West Services Ltd., regulated by the Canadian authorities, continues to thrive in Canada with the support of the Group technology.

Seeing the year-by-year progress in the development, it was decided some time ago that restructuring was necessary to facilitate the development and ensure group controls of daily work and regulatory compliance. This restructuring is close to being implemented.

There will be a clear division of the Group's business activities by separating regulated financial services from other business activities, thereby reducing risk and increasing transparency.

Restructuring plans, when fully designed, will be submitted for regulatory approval as necessary.

The final structure will be such that it encourages the interest of outside investors, which will benefit the long-term prospects of the company and further development.

Unfortunately, 2024 closed at a loss but, despite not onboarding since May 2023, 2025 is showing that PayAlly itself is once again becoming profitable and that trend will also encourage outside investors and a promising future.

Principal risks and uncertainties 

The Board of Directors is responsible for the risk management policy of the company and approves the parameters within which the various aspects of risks are managed. During its normal course of business, the company is exposed to certain financial risks: earnings growth, operational, liquidity, credit and foreign exchange risks.

Earnings growth risk

There is a risk to both regulatory capital and shareholder value if the company is unable to grow its key business lines: payments (provision of payment account services, money transfers locally and internationally, currency exchange and issuance of prepaid cards) and acquiring (provision of online payment card acceptance for merchants, provision of alternative online payment method acceptance for merchants, provision of e-commerce gateway and provision of payout to payment cards). The Board of Directors has implemented an organic business growth model, where development costs and day-to-day operating expenses are growing in line with turnover growth. This ensures the company continues to meet its regulatory capital requirements and to comply with the FCA’s rules and is aligned with the growth in client payments turnover.

Operational risk

This is a risk of a direct or indirect loss resulting from inadequacies or failures of information technology systems, processes or controls due to hardware or software failure, staff or management, or external factors. To manage, monitor and control operational risks, the company maintains a framework of policies, procedures and controls which are designed to provide a sound and well controlled operational environment.




 
Page 2

 
PAYALLY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Liquidity risk

The company is not considered to have an elevated level of liquidity risk as the company's funds and safeguarded clients' funds in transit are kept in current accounts with vetted credit institutions. The directors maintain a policy of ensuring adequate availability of financial resources for the company's current and future obligations.

Credit risk

The company's primary credit risk is with its banking and acquiring partners. The company deploys various diversification methods and continues engaging with new credit institutions and acquiring partners to diversify possible credit risks. Careful partner assessment and monitoring procedures are in place to minimise any possible risks.

Foreign exchange risk

The company operates in a number of currencies and manages foreign exchange exposure by carefully matching assets and liabilities in each currency in order to avoid any exposure. All client foreign exchange transactions are executed on the spot, and the company never keeps an open currency position longer than needed to instruct the banking partner to execute the foreign exchange transaction at market rates.

Financial key performance indicators
 
The directors approve the annual budget and review performance against budget on a monthly basis. Similarly, key performance indicators, namely turnover, net profit and net assets are carefully monitored. 

Turnover for the year amounted to €6,377,618 (2023: €5,262,771) and at the year end the company had net assets of €1,495,112 (2023: €2,299,175). Compared to the previous year, the gross revenue has increased by 21% (2023: decreased by 19%). 

Directors' statement of compliance with duty to promote the success of the Company
 
The directors confirm compliance with Section 172(1) of the Companies Act 2006 in that they acted in good faith promoting the success of the company for the benefit of its stakeholders, and in doing so had regard (amongst other matters) to:
• the likely consequence of any decision in the long term by ensuring that careful consideration was given to all aspects of the likely outcome when making decisions at board level and that those decisions were made in the best interests of the stakeholders;
• the interests of the company's employees by ensuring that due consideration was given to employee equality, training, education and progress in the company, participation in shaping the company's strategy and product development, and endeavouring to maintain an employee sympathetic environment;
• the provision of reliable, safe, affordable and fair products and services to its customers, by being continually attentive to the customer’s needs, developing new products and services, optimising and reducing fees for basic payment services, and promoting security of online payments;
• the need to foster the company's business relationships with partners and suppliers by promoting mutually beneficial contractual arrangements, punctual settlement of invoices, sharing of industry insights and innovations;
• the impact of the company's operations on the community and the environment by continually promoting reduction of environmental pollution by using electronic document workflow, reducing CO2 emissions by cutting unnecessary travel, particularly by airplanes, and promoting usage of public transportation by the company's employees;
• the regulatory compliance of the company by maintaining timely and accurate reporting to the regulatory, government, and tax authorities, by maintaining a reputation for high standards of business conduct and integrity, by maintaining a professional approach to all matters by directors and employees at all levels; and
• the need to act fairly as between shareholders of the company by maintaining standards that ensured no bias to any particular individual or group.
Page 3

 
PAYALLY LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024



This report was approved by the board on 30 September 2026 and signed on its behalf.


Robert Ford
Director

Page 4

 
PAYALLY LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to €804,063 (2023 - loss €1,673,122).

The directors did not recommend any dividends during the year (2023 - €nil).

Directors

The directors who served during the year were:

Rafal Andzejevski 
Robert Ford 


Matters covered in the Strategic report

The company has chosen, in accordance with s.414C(11) of the Companies Act 2006, to set out in the company's Strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, and Part 2 of The Companies (Miscellaneous Reporting) Regulations 2018 to be contained in the Directors' report. It has done so in respect of risk exposure, future developments, and engagement with suppliers, customers, and others.

Page 5

 
PAYALLY LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Zenith Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 September 2026 and signed on its behalf.
 





Robert Ford
Director

Page 6

 
PAYALLY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PAYALLY LIMITED
 

Opinion


We have audited the financial statements of PayAlly Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows,  and Notes to the Financial Statements. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its 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 International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 7

 
PAYALLY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PAYALLY LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
PAYALLY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PAYALLY LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations. 

We considered compliance with UK Companies Act 2006, the FCA Handbook, the Electronic Money Regulations 2011, the Payment Services Regulations 2017 and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. The engagement team considered the Company's obligations under the safeguarding requirements applicable to authorised electronic money instiutions and payment institutions when assessing the risk of material misstatement. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:

- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;
- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;
- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;
- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud;
- Reading selected correspondence with the Financial Conduct Authority where relevant.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions and override of internal controls.


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


Page 9

 
PAYALLY LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PAYALLY LIMITED (CONTINUED)


Other matter
 

The financial statements of the Company for the year ended 31 December 2023 were audited by another auditor who expressed an unmodified opinion on those financial statements on 3 March 2026.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Radostina Paine (Senior Statutory Auditor)
  
for and on behalf of
Zenith Audit Ltd
 
Registered Auditors
  
3rd Floor North, Warwick House,
65/66 Queen Street,
London
EC4R 1EB

30 September 2026
Page 10

 
PAYALLY LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
€
€

  

Turnover
  
6,377,618
5,262,771

Gross profit
  
6,377,618
5,262,771

Administrative expenses
  
(8,334,591)
(7,238,843)

Operating loss
  
(1,956,973)
(1,976,072)

Interest receivable and similar income
  
1,088,865
428,332

Loss before tax
  
(868,108)
(1,547,740)

Tax on loss
  
64,045
(125,382)

Loss for the financial year
  
(804,063)
(1,673,122)

There was no other comprehensive income for 2024 (2023:€NIL).

The notes on pages 16 to 31 form part of these financial statements.

Page 11

 
PAYALLY LIMITED
REGISTERED NUMBER: 10600055

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
Restated 2023
Note
€
€

Fixed assets
  

Intangible assets
 12 
1,886,828
2,267,435

Tangible assets
 13 
66,514
112,428

  
1,953,342
2,379,863

Current assets
  

Debtors: amounts falling due within one year
 14 
1,522,459
2,051,393

Cash at bank and in hand
 15 
53,553,988
35,256,261

  
55,076,447
37,307,654

Creditors: amounts falling due within one year
 16 
(55,119,275)
(36,908,895)

Net current (liabilities)/assets
  
 
 
(42,828)
 
 
398,759

Total assets less current liabilities
  
1,910,514
2,778,622

Provisions for liabilities
  

Deferred tax
 17 
(415,402)
(479,447)

  
 
 
(415,402)
 
 
(479,447)

Net assets
  
1,495,112
2,299,175


Capital and reserves
  

Called up share capital 
 18 
861,473
861,473

Share premium account
 19 
1,600,000
1,600,000

Profit and loss account
 19 
(966,361)
(162,298)

  
1,495,112
2,299,175


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2026.




Robert Ford
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
PAYALLY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

€
€
€
€

At 1 January 2024
861,473
1,600,000
(162,298)
2,299,175


Comprehensive income for the year

Loss for the year

-
-
(804,063)
(804,063)


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
(804,063)
(804,063)


Total transactions with owners
-
-
-
-


At 31 December 2024
861,473
1,600,000
(966,361)
1,495,112


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 
PAYALLY LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

€
€
€
€

At 1 January 2023
861,473
-
1,510,824
2,372,297


Comprehensive income for the year

Loss for the year

-
-
(1,673,122)
(1,673,122)


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
(1,673,122)
(1,673,122)


Contributions by and distributions to owners

Sale of treasury shares
-
1,600,000
-
1,600,000


Total transactions with owners
-
1,600,000
-
1,600,000


At 31 December 2023
861,473
1,600,000
(162,298)
2,299,175


The notes on pages 16 to 31 form part of these financial statements.

Page 14

 
PAYALLY LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
€
€

Cash flows from operating activities

Loss for the financial year
(804,063)
(1,673,122)

Adjustments for:

Amortisation of intangible assets
887,934
636,515

Depreciation of tangible assets
54,724
50,325

Interest received
(1,088,865)
(428,332)

Taxation charge
(64,045)
125,382

Decrease in stocks
-
8,828

Decrease/(increase) in debtors
854,944
(821,847)

Decrease in amounts owed by groups
14,254,487
-

Increase/(decrease) in creditors
3,955,894
(7,706,532)

Corporation tax (paid)
(326,010)
(101,595)

Net cash generated from operating activities

17,725,000
(9,910,378)


Cash flows from investing activities

Purchase of intangible fixed assets
(507,327)
(1,668,475)

Purchase of tangible fixed assets
(8,811)
(16,375)

Interest received
1,088,865
428,332

Net cash from investing activities

572,727
(1,256,518)

Cash flows from financing activities

Repayment of loans
-
(8,998)

Net cash used in financing activities
-
(8,998)

Net increase/(decrease) in cash and cash equivalents
18,297,727
(11,175,894)

Cash and cash equivalents at beginning of year
35,256,261
46,432,155

Cash and cash equivalents at the end of year
53,553,988
35,256,261


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
53,553,988
35,256,261

53,553,988
35,256,261


The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

PayAlly Limited is a private company limited by shares and is incorporated in England and Wales. Its company registration number is 10600055. The registered office and principal place of business of the company is 80 Coleman Street, London, United Kingdom, EC2R 5BJ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 4).

The following principal accounting policies have been applied:

 
2.2

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

Turnover on currency exchange services is recognised once the company's performance obligation has been completed, i.e. the converted currency delivered to the customer's account. Turnover on e-commerce payment acceptance services is recognised once the company's performance obligation has been completed, i.e. the acquiring partner of the company has settled merchant sales funds to the company and the company has credited sales funds to the merchant's account. Turnover on money transfer services is recognised once the company's performance obligation has been completed, i.e. the transferred money delivered to the recipient. Turnover on prepaid cards issuance is recognised once the company's performance obligation has been completed, i.e. when the customer orders a new card and pays for it, and when the prepaid card issuer confirms the personalisation and delivery of the card to the customer. Turnover on prepaid cards usage services is recognised once the company's performance obligation has been completed, i.e. the cardholder has completed a purchase with the card or cash withdrawal, and the prepaid card issuer has issued a revenue share statement to the company.


 
Page 16

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.2
Revenue (continued)

Revenue is presented gross where the Company acts as principal in providing the specified service and controls that service before it is transferred to the customer. Where the Company arranges for another party to provide the specified service and does not control that service before transfer, revenue is limited to the net fee or commission retained by the Company.

  
2.3

Going concern

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

In assessing the appropriateness of the going concern basis, the directors have considered the Company's current financial position, forecast cash flows, forecast profitability, regulatory capital requirements and available sources of funding for a period of at least twelve months from the date of approval of these financial statements.

The Company incurred a loss of €804,063 during the year ended 31 December 2024 (2023: loss of €1,673,122). The directors note that the losses incurred during 2023 and 2024 were significantly impacted by the Company's decision to suspend the onboarding of new customers while enhancements were made to its systems and control environment. This decision was taken following an internal review of the Company's infrastructure and was implemented with the knowledge and approval of the Financial Conduct Authority. During this period, the Company continued to invest in its technology platform, operational resilience and regulatory framework. 

The directors have reviewed detailed forecasts and cash flow projections which indicate that the Company is expected to generate sufficient liquidity and maintain compliance with its regulatory capital requirements throughout the assessment period. The forecasts reflect the continued operation of the business following the completion of the system enhancement programme and management's expectations regarding future trading performance.

In addition, the directors have considered the ongoing financial support available from the Company's ultimate beneficial owner, who has confirmed their intention to provide financial support to the Company should such support be required to enable the Company to meet its obligations as they fall due.

Having considered the Company's forecasts, available financial resources, regulatory capital position and the continued support of its ultimate beneficial owner, the directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future and for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Page 17

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.4

Research & Development

Research expenditure is recognised as an expense in profit or loss in the period in which it is incurred.

Development expenditure incurred on internally developed software, payment-processing systems, technology platforms and related applications is capitalised as an intangible asset only when the Company can demonstrate all of the following:

•  the technical feasibility of completing the asset so that it will be available for use;
•  the intention to complete and use the asset;
•  the ability to use the asset;
•  how the asset will generate probable future economic benefits;
•  the availability of adequate technical, financial and other resources to complete development; and
•  the ability to measure reliably the expenditure attributable to the asset.

Capitalised development costs comprise directly attributable employee costs, contractor costs and other expenditure directly attributable to developing the asset.

Expenditure incurred in maintaining existing systems, routine enhancements, bug fixes, support activities and research activities is recognised as an expense as incurred.

Capitalised development costs are amortised on a straight-line basis over their estimated useful economic life of four years from the date the asset is available for use.

The carrying value of development assets is reviewed for indicators of impairment at each reporting date and impaired where the recoverable amount is below the carrying amount.

  
2.5

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Interest income comprises amounts earned on deposits and other funds held with financial institutions, including amounts earned on customer fund balances where the Company is entitled to retain such income in accordance with its customer agreements and applicable regulatory requirements.

Interest income is recognised as it accrues and is presented within interest receivable and similar income in the Statement of Comprehensive Income. 

Page 18

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 19

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Trademarks
-
10
years
Software Development
-
 4
years

Amortisation is charged so as to allocate the cost of assets over their estimated useful lives, using the straight­line method. As there is no active market for the assets, their residual value is considered to be €nil.

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit or loss.

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Office equipment
-
4
years
Computer equipment
-
4
years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 20

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

  
2.13

Customer funds

The Company receives and safeguards relevant customer funds in connection with its payment services and electronic-money activities. Funds that meet the applicable recognition criteria are presented within cash at bank, with a corresponding liability to customers recognised within creditors. Amounts receivable from banking, acquiring or other payment partners at the reporting date are recognised separately where the Company has an enforceable right to receive the funds. Customer funds and the related liabilities are not offset unless the applicable offsetting criteria are met.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
2.15

Foreign currency translation

Functional and presentation currency 

The company's functional and presentational currency is Euros. 

Transactions and balances 
Foreign currency transactions are translated into the functional currency using the mid-market exchange rates at the dates of the transactions. 

Foreign exchange gains and losses resulting from the settlement of transactions in foreign currencies are recognised in the profit or loss within turnover for the provision of currency exchange services and within administrative expenses for the procurement of currency exchange services. 

Foreign exchange gains and losses resulting from translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognised in the profit or loss as administrative expenses. 

Non-monetary assets and liabilities are translated at historic exchange rates if held at historic cost or period­end exchange rates if held at fair value, and the resulting foreign exchange gains or losses are recognised in the profit or loss as administrative expenses.

Page 21

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


3.


Reclassification

During the year, the directors completed a review of balances relating to customer funds held by the Company on behalf of a fellow group undertaking under a service arrangement between the parties. These balances were previously presented within customer payment account liabilities.

Following this review, it was concluded that the related end-customer relationships and associated obligations are the responsibility of the fellow group undertaking, which contracts directly with the end-customers and bears the related risks and rewards. Accordingly, the balances represent amounts payable to the fellow group undertaking rather than liabilities of the Company to the end-customers.

Comparative figures have therefore been restated to reclassify €1,602,450 at 31 December 2023 from customer payment account liabilities to amounts due to group undertakings. The adjustment affects only the presentation of liabilities within the statement of financial position and has no impact on profit, total equity, net assets or cash flows.


4.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the period end and the amounts reported for turnover and expenses during the period. However, the nature of estimation means that actual outcomes could differ from these estimates.

The directors considered areas involving estimation uncertainty or significant judgement to be in relation to:
- Software development costs: capitalisation as an intangible asset is considered appropriate as these costs, which include staff costs (see note 7), meet the recognition criteria of an intangible asset in accordance with FRS 102;
- Impairment of intangible assets: the directors assess whether any indicators of impairment exist and whether the carrying value of intangible assets continue to be supported by expected future economic benefits.

The directors believe that there are no further areas involving estimation uncertainty or application of judgement.

Page 22

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Turnover

The whole of the turnover is attributable to the company's principal activity of providing Payment services.

2024
2023
€
€

United Kingdom
3,277,618
3,683,940

Canada
3,100,000
1,578,831

6,377,618
5,262,771


Geographical analysis of revenue

Revenue is presented by geographical market based on the location of the originating customer. The allocation is determined by reference to the country in which the customer relationship is established and from which the revenue-generating activity originates. Management considers this to be the most appropriate basis for analysing geographical revenue, as it reflects the location of the Company's customer base and the source of the related income.


6.


Operating loss

The operating loss is stated after charging:

2024
2023
€
€

Exchange differences
103,112
491,618

Other operating lease rentals
330,219
248,624


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
€
€

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
26,879
20,750

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
-
3,458

All non-audit services not included above
-
2,306
Page 23

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

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


2024
2023
€
€

Wages and salaries
2,022,277
1,753,344

Social security costs
54,095
107,156

Cost of defined contribution scheme
2,192
5,751

2,078,564
1,866,251


The employee costs disclosed in the table above exclude amounts capitalised as part of the cost of intangible assets. During the year, staff costs of €504,826 (2023 - €958,233) were capitalised within software developments in accordance with the company's accounting policy. 

The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Directors
2
2



Operations
43
43

45
45


9.


Directors' remuneration

2024
2023
€
€

Directors' emoluments
55,666
120,891

55,666
120,891


The directors received €228,150 during the year in respect of other services provided to the Company.


10.


Interest receivable

2024
2023
€
€


Other interest receivable
1,088,865
428,332

1,088,865
428,332

Page 24

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


2024
2023
€
€

Corporation tax


Current tax on profits for the year
-
(317,470)


-
(317,470)


Total current tax
-
(317,470)

Deferred tax


Origination and reversal of timing differences
(64,045)
442,852

Total deferred tax
(64,045)
442,852


Tax on loss
(64,045)
125,382
Page 25

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
€
€


Loss on ordinary activities before tax
(868,108)
(1,547,740)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(217,027)
(364,037)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
298
9,334

Capital allowances for year in excess of depreciation
202,263
-

Adjustments to tax charge in respect of prior periods
-
(317,470)

Short-term timing difference leading to an increase (decrease) in taxation
(64,045)
-

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(140,586)
-

 
Remeasurement of deferred tax for changes in tax rate
-
(22,311)

 
Movement in deferred tax not recognised
155,052
819,866

Total tax charge for the year
(64,045)
125,382


Factors that may affect future tax charges

A potential deferred tax asset of €986,463 (2023 - €831,410) measured at 25% (2023 - 25%), being the rate that was substantively enacted at the reporting date, has not been recognised due to the current uncertainty over the availability of future taxable profits. 

Page 26

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Intangible assets




Trademarks
Computer software
Total

€
€
€



Cost


At 1 January 2024
850
3,500,691
3,501,541


Additions
-
507,327
507,327



At 31 December 2024

850
4,008,018
4,008,868



Amortisation


At 1 January 2024
607
1,233,499
1,234,106


Charge for the year on owned assets
-
887,934
887,934



At 31 December 2024

607
2,121,433
2,122,040



Net book value



At 31 December 2024
243
1,886,585
1,886,828



At 31 December 2023
243
2,267,192
2,267,435


Page 27

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets


Office equipment
Computer equipment
Total

€
€
€



Cost or valuation


At 1 January 2024
7,257
204,535
211,792


Additions
-
8,811
8,811



At 31 December 2024

7,257
213,346
220,603



Depreciation


At 1 January 2024
590
98,774
99,364


Charge for the year on owned assets
2,786
51,939
54,725



At 31 December 2024

3,376
150,713
154,089



Net book value



At 31 December 2024
3,881
62,633
66,514



At 31 December 2023
6,667
105,761
112,428


14.


Debtors

2024
Restated 2023
€
€


Amounts owed by group undertakings
1,031,168
1,031,168

Other debtors
63,184
883,752

Prepayments and accrued income
286
34,662

Corporation tax repayable
427,821
101,811

1,522,459
2,051,393


Page 28

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Cash and cash equivalents

2024
Restated 2023
€
€

Cash at bank and in hand
53,553,988
35,256,261

53,553,988
35,256,261


Cash at bank and in hand includes client accounts totalling €51,805,305 (2023: €33,895,685).


16.


Creditors: Amounts falling due within one year

2024
Restated 2023
€
€

Payments received on account
39,076,587
35,040,335

Trade creditors
80,576
237,410

Other taxation and social security
95,241
-

Amounts owed to group undertakings
15,856,937
1,602,450

Accruals and deferred income
9,934
28,700

55,119,275
36,908,895


During the year, the directors completed a review of balances relating to customer funds held by the Company on behalf of a fellow group undertaking under a service arrangement between the parties. These balances were previously presented within customer payment account liabilities.

Following this review, it was concluded that the related end-customer relationships and associated obligations are the responsibility of the fellow group undertaking, which contracts directly with the end-customers and bears the related risks and rewards. Accordingly, the balances represent amounts payable to the fellow group undertaking rather than liabilities of the Company to the end-customers.

Comparative figures have therefore been restated to reclassify €1,602,450 at 31 December 2023 from customer payment account liabilities to amounts due to group undertakings. The adjustment affects only the presentation of liabilities within the statement of financial position and has no impact on profit, total equity, net assets or cash flows.









 

Page 29

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Deferred taxation




2024


€






At beginning of year
479,447


Utilised in year
(64,045)



At end of year
415,402

The provision for deferred taxation is made up as follows:

2024
2023
€
€


Accelerated capital allowances
415,402
479,447

415,402
479,447


18.


Share capital

2024
2023
€
€
Allotted, called up and fully paid



751,175 (2023 - 751,175) Ordinary shares of £1.00 each
861,473
861,473



19.


Reserves

Share premium account

The Share premium reserve represents the excess of consideration received over the nominal value of shares issued. 

Profit and loss account

Includes all current and prior periods' retained profits and losses.


20.


Contingent liabilities

The company had no contingent liabilities at 31 December 2024 or 31 December 2023.


21.


Capital commitments

The company had no capital commitments at 31 December 2024 or 31 December 2023.

Page 30

 
PAYALLY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
€
€


Not later than 1 year
246,364
190,209

Later than 1 year and not later than 5 years
14,000
-

260,364
190,209


23.


Related party transactions

The company has applied the exemption in FRS 102 paragraph 33.1A and has not disclosed transactions with other wholly owned group undertakings.

Key management personnel
There are no members of key management personnel other than the directors.


24.


Controlling party

The company's immediate parent undertaking and ultimate parent undertaking is Andzejevski Holding OU, which is registered in Estonia and owns 100% of the issued share capital of the company.

In the opinion of the directors the ultimate controlling party is deemed to be Rafal Andzejevski.

 
Page 31