Blue Wave Capital Ltd

	Page
Balance Sheet	1
Notes to the Financial Statements	2—4

1. General Information

Blue Wave Capital Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 11353501 . The registered office is 12 Mulberry Place, Pinnell Road, London, SE9 6AR.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

The principal accounting policies adopted in the preparation of the financial statements are set out below.

The accounts are presented in £ sterling.

2.2. Going Concern Disclosure

The directors have considered the company's financial position, liquidity and future performance together with financial projections for the company over the foreseeable future. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual financial statements.

2.3. Financial Instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

2.4. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.5. Taxation

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

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

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

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

2.6. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and subject to an insignificant risk of change in value.

2.7. Investments

Non-current investments are stated at historical cost less provision for any diminution in value.

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Blue Wave Capital Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 May 2025

2.8. Receivables

Receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivable.

3.9. Payables

Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

3.10. Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

2.9. Registrar Filing Requirements

The company has taken advantage of Companies Act 2006 section 444(1) and opted not to file the profit and loss account, directors report, and notes to the financial statements relating to the profit and loss account.

3. Average Number of Employees

Average number of employees during the year was: NIL (2024: NIL)

4. Investments

	Unlisted
	£
Cost or Valuation
As at 1 June 2024	1,588,864

As at 31 May 2025	1,588,864

Provision
As at 1 June 2024	-

As at 31 May 2025	-

Net Book Value
As at 31 May 2025	1,588,864

As at 1 June 2024	1,588,864

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

The company holds 100% of ordinary shares of Property-Management LLC, a company incorporated in Ukraine. The principal activity of Property-Management LLC is that of buying and selling of own real estate. The loss for the financial year ending 31/12/24 was £9,306 and the aggregate amount of capital and reserves at the end of the year was £77,406.

The company holds 100% of ordinary shares of BC Yaroslavskyi LLC, a company incorporated in Ukraine. The principal activity of BC Yaroslavskyi LLC is that of buying and selling of own real estate. The profit for the financial year ending 31/12/24 was £840 and the aggregate amount of capital and reserves at the end of the year was £58,710.

The company holds 100% of ordinary shares of BC Vienna LLC, a company incorporated in Ukraine. The principal activity of BC Vienna LLC is that of buying and selling of own real estate. The loss for the financial year ending 31/12/24 was £6,102 and the aggregate amount of capital and reserves at the end of the year was -£3,707.

The company holds 100% of ordinary shares of BC Praga LLC, a company incorporated in Ukraine. The principal activity of BC Praga LLC is that of buying and selling of own real estate. The profit for the financial year ending 31/12/24 was £6,386 and the aggregate amount of capital and reserves at the end of the year was £237,489.

...CONTINUED

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Blue Wave Capital Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 May 2025

4. Investments - continued

The company holds 100% of ordinary shares of Private Project-51 LLC, a company incorporated in Ukraine. The principal activity of Project-51 LLC is that of buying and selling of own real estate. The loss for the financial year ending 31/12/24 was £2,377 and the aggregate amount of capital and reserves at the end of the year was -£480.

5. Receivables

	2025	2024
	£	£
Due within one year
Other debtors	1,278	1,375

6. Payables: Amounts Falling Due Within One Year

	2025	2024
	£	£
Other payables	1,814,588	1,883,988
Accruals and deferred income	2,580	5,040
Amounts owed to group undertakings	771,906	771,906

	2,589,074	2,660,934

The amounts owed to group undertakings are non interest bearing loan and repayable on demand.

7. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	100	100

8. Post Balance Sheet Events

There have been no significant events between the year end and the date of approval of these accounts which would require a change to, or disclosure in, the financial statements.

9. Related Party Transactions

At the balance sheet date other creditors include a balance of £1,805,588 (2024: £1,874,988) due to a shareholder of the company under non interest-bearing loan repayable on demand.

10. Ultimate Controlling Party

The company's ultimate controlling party is Mr Ivan Svitek by virtue of his ownership of 100% of the issued share capital in the company.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Investments	4		1,588,864		1,588,864

			1,588,864		1,588,864
CURRENT ASSETS
Receivables	5	1,278		1,375
Cash at bank and in hand		1,638		80,601

		2,916		81,976
Payables: Amounts Falling Due Within One Year	6	(2,589,074 )		(2,660,934 )

NET CURRENT ASSETS (LIABILITIES)			(2,586,158 )		(2,578,958 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(997,294 )		(990,094 )

NET LIABILITIES			(997,294 )		(990,094 )

CAPITAL AND RESERVES
Called up share capital	7		100		100
Profit and Loss Account			(997,394 )		(990,194 )

SHAREHOLDERS' FUNDS			(997,294)		(990,094)